Exhibit 10.12


 


Business
Operation Agreement


 


Business
Operation Agreement


 


This business
operation agreement (hereinafter referred to as the “Agreement”) was signed by the following parties (hereinafter referred
to as the “Parties to the Agreement”) in Tianjin, China:


 


Party A:
Kunpeng (China) Co., Ltd. (“Kunpeng China”)


 


Address:
2702, 27th Floor, Building 1, No. 2, Ronghua South Road, Beijing Economic and Technological Development Zone, Beijing


 


To


 


Party B:
Kunpeng (Tianjin) Technology Co., Ltd. (“Kunpeng Tianjin”)


 


Address:
Tianjin Free Trade Pilot Zone (Airport Economic Zone), Airport International Logistics Zone, No. 2 First Avenue (2), Room 231, 2nd Floor,
Comprehensive Building, Room 335, 3rd Floor, Comprehensive Building


 


Party C:





Liu Cuilian,
ID number: 【】





Address:【】





Wang Zhizhong,
ID number: 【】


Address:
【】


Zhang Jinjing,
ID number: 【】


Address:
【】


Hu Wanfeng,
ID number【】


Address:
【】





Zhang Yuanyuan,
ID number: 【】





Address:
【】





Teng Hui,
ID number: 【】





Address:
【】





Fan Zhandong,
ID number: 【】





Address:
【】





Li Yanlu,
ID number: 【】





Address:
【】





Mao Xiangyi,
ID number: 【】





Address:
【】


  



     


     


    




 


Li Chengyuan,
ID number: 【】





Address:
【】


 


Given:


 


1. Party
A is a foreign-invested enterprise legally established and validly existing within the territory of the People’s Republic of China;


 


2. Party
B is a limited liability company incorporated in China;


 


3. Party
A and Party B have established a business relationship by signing the “Exclusive Consultation and Service Agreement” and other
agreements; Party B shall make various payments to Party A under these agreements. Therefore, Party B will pay to them in their daily
business activities. Party A’s ability to make corresponding payments has a substantial impact;


 


4. Parties
to Party C are shareholders of Party B (hereinafter referred to as “shareholders”), of which Liu Cuilian, Wang Zhizhong, Zhang
Jinjing, and Hu Wanfeng each hold 6% of the equity, and Zhang Yuanyuan, Teng Hui, Fan Zhandong, Li Yanlu, and Mao Xiangyi each hold 5%.
Li Chengyuan holds 51% of the equity.


 


Based on
this, the parties to the agreement have reached the following agreement to comply with them through friendly consultations based on the
principle of equality and mutual benefit:


 


1. Obligation
of Omission


 


In order
to ensure that Party B fulfills the various agreements signed with Party A and various obligations to Party A, the shareholders hereby
confirm and agree that Party B will not proceed unless it obtains the prior written consent of Party A or other parties designated by
Party A. Any transaction that may materially affect its assets, business, personnel, obligations, rights, or company operations, including
but not limited to the following:


 


1.1 Carrying
out any activities beyond the normal business scope of the company or operating the company’s business in a consistent and usual manner
with the past.


 


1.2 Borrow
or assume any debts from any third party.


 


1.3 Change
or dismiss any company directors or replace any senior management personnel of the company.


 


1.4 Sell
or acquire or otherwise dispose of any assets or rights in excess of RMB 200,000 to any third party, including but not limited to any
intellectual property rights.


 


1.5 To provide
guarantees or provide any other forms of guarantees to any third party for its assets or intellectual property rights or to place any
other burden of rights on the company’s assets.


 






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1.6 Amend
the company’s articles of association or change the company’s business scope.


 


1.7 Change
the company’s normal business procedures or modify any major company internal rules and regulations.


 


1.8 Assign
the rights and obligations under this agreement to any third party.


 


1.9 Make
major adjustments to its business operation model, marketing strategy, operation policy or customer relationship.


 


1.10 Dividends
and dividends are distributed in any form.


 


2. Operation
management and personnel arrangements


 


2.1 Party
B and shareholders hereby agree to accept and strictly implement the recommendations provided by Party A on the employment and dismissal
of company employees, the company’s daily operation and management, and the company’s financial management system from time to time.


 


2.2 Party
B and the shareholders hereby agree that the shareholders will elect persons designated by Party A to serve as directors (including executive
directors) of Party B in accordance with the procedures prescribed by laws, regulations and the company’s articles of association,
and urge those elected directors to elect the company in accordance with the persons recommended by Party A The chairman of the board
(if applicable), and will appoint the personnel designated by Party A as the general manager, chief financial officer and other senior
management personnel of Party B.


 


2.3 If the
directors/executive directors or senior management personnel designated by Party A leave Party A, whether they resign voluntarily or
are dismissed by Party A, they will lose their qualifications to hold any position in Party B at the same time. In this case, the shareholders
will immediately dismiss any positions held by the above-mentioned persons in Party B, and immediately elect and hire other personnel
designated by Party A to assume such positions.


 


2.4 For the
purpose of Article 2.3 above, the shareholders will take all necessary internal and external procedures of the company to complete the
above-mentioned dismissal and appointment procedures in accordance with the provisions of the law, the company’s articles of association
and this agreement.


 


2.5 The shareholders
hereby agree that at the same time as the signing of this agreement, they will sign a power of attorney with the content as Annex I of
this agreement. According to the power of attorney, the shareholders will irrevocably authorize the personnel designated by Party A to
exercise their shareholders’ rights on their behalf, and in Party B The shareholders’ meeting exercises all shareholders’
voting rights in the name of shareholders. The shareholders further agree that they will replace the authorized person specified in the
above power of attorney at any time in accordance with the requirements of Party A.


 


3. Other
agreements


 


3.1 If any
agreement between Party A and Party B terminates or expires, Party A will have the right to decide whether to terminate all agreements
between Party A and Party B, including but not limited to exclusive consultation and service agreements.


 






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3.2 In view
of the fact that Party A and Party B have established a business relationship by signing exclusive consultation and service agreements
and other agreements, Party B’s daily business activities will have a substantial impact on its ability to make corresponding payments
to Party A. The shareholders agree that any dividends, dividend distributions, or any other income or benefits (regardless of their specific
form) obtained from Party B as a shareholder of Party B shall be paid to Party A immediately without any conditions. Or transfer free
of charge and provide or take all documents or all actions required to realize such payment or transfer in accordance with Party A’s
requirements.


 


4. All agreements
and agreement modifications


 


4.1 This
agreement and all the agreements and/or documents referred to or expressly contained in this agreement constitute all agreements reached
between the parties on the subject matter of this agreement, and replace all oral and written statements of the previous parties regarding
the subject matter of this agreement. Agreements, contracts, understandings and communications.


 


4.2 Any modification
to this agreement will only be effective after the parties have signed a written agreement. The modification agreement and supplementary
agreement related to this agreement that have been properly signed by all parties are an integral part of this agreement and have the
same legal effect as this agreement.


 


5. Governing
Law


 


The signing,
validity, performance and interpretation of this agreement, as well as the settlement of disputes, are governed by the laws of the People’s
Republic of China and interpreted in accordance with the laws of the People’s Republic of China.


 


6. Dispute
Resolution


 


6.1 When
the parties to this agreement have a dispute over the interpretation and performance of the terms of this agreement, the parties shall
resolve the dispute through negotiation in good faith. If the negotiation fails, either party can submit the relevant dispute to the
China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules.
The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final and
binding on all parties.


 


6.2 Except
for matters in dispute between the parties, the parties shall continue to perform their respective obligations in accordance with the
provisions of this agreement in accordance with the principles of good faith.


 


7. Notification


 


The notices
issued by the parties to this agreement to perform their rights and obligations under this agreement shall be made in writing and sent
in the form of personal delivery, registered mail, postage prepaid mail, approved express delivery service, or graphic fax To the party
concerned or the following address of each party.


 


Party A:
Kunpeng (China) Co., Ltd.


 


Address:
2702, 27th Floor, Building 1, No. 2, Ronghua South Road, Beijing Economic and Technological Development Zone, Beijing


 






    4


     


    




 


Fax: []


 


Phone: []


 


Recipient:
[]


 


Party B:
Kunpeng (Tianjin) Technology Co., Ltd.


 


Address:
Tianjin Free Trade Pilot Zone (Airport Economic Zone), Airport International Logistics Zone, No. 2 First Avenue (2), Room 231, 2nd Floor,
Comprehensive Building, Room 335, 3rd Floor, Comprehensive Building


 


Fax: []


 


Phone: []


 


Recipient:
[]


 


Party C:


 


Liu Cuilian


 


Address:
[]


 


Phone: []


 


Recipient:
Liu Cuilian


 


Wang Zhizhong


 


Address:
[]


 


Phone: []


 


Recipient:
Wang Zhizhong


 


Zhang Jinjing


 






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Address:
[]


 


Phone: []


 


Recipient:
Zhang Jinjing


 


Hu Wanfeng


 


Address:
[]


 


Phone: []


 


To: Hu Wanfeng


 


Zhang Yuanyuan


 


Address:
[]


 


Phone: []


 


Recipient:
Zhang Yuanyuan


 


Teng Hui


 


Address:
[]


 


Phone: []


 


To: Teng
Hui


 


Fan Zhandong


 


Address:
[]


 


Phone: []


 


Recipient:
Fan Zhandong


 


Li Yanlu


 


Address:
[]


 


Phone: []


 


Recipient:
Li Yanlu


 


Mao Xiangyi


 


Address:
[]


 


Phone: []


 


To: Mao Xiangyi


 


Li Chengyuan


 


Address:
[]


 


Phone: []


 


Recipient:
Li Chengyuan


 


8. Effectiveness
of the agreement, time limit and others


 






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8.1 This
agreement involves Party A’s written consent, recommendation, designation, and other decisions that have a significant impact on
Party B’s daily operations shall be made by Party A’s board of directors/executive directors.


 


8.2 This
agreement is signed and effective by the parties to the agreement on the date indicated at the beginning of the text. Unless Party A
cancels this agreement in advance, the validity period of this agreement is ten years, counting from the date this agreement takes effect.
Before the expiration of this agreement, if Party A makes a request, both parties shall extend the term of this agreement according to
Party A’s request, and sign another business operation agreement or continue to perform this agreement in accordance with Party A’s request.




 


8.3 During
the validity period of this agreement, Party B and shareholders shall not terminate this agreement in advance. Party A has the right
to terminate this agreement at any time by sending a written notice to Party B and shareholders 30 days in advance.


 


8.4 The parties
hereby confirm that this agreement is a fair and reasonable agreement reached by the parties on the basis of equality and mutual benefit.
If any terms and provisions of this agreement are deemed illegal or unenforceable due to applicable laws, then the terms shall be deemed
to have been deleted from this agreement and become invalid, but the other terms of this agreement are still valid and shall be considered
Because this clause was not included from the beginning. The parties shall negotiate with each other to replace the deleted clauses with
legal and effective clauses acceptable to both parties.


 


8.5 Any party’s
failure to exercise any rights, powers or privileges under this agreement shall not be treated as a waiver. The single or partial exercise
of any right, power or privilege shall not exclude the exercise of any other right, power or privilege.


 


8.6 In view
of this, the parties have signed this agreement on the date mentioned at the beginning of the text by their authorized representatives
in order to abide by it.


 


[No text
below]


  


[This page
has no text, it is the signature page of the Business Operation Agreement]


 


Party A:
Kunpeng (China) Co., Ltd.


 


Authorized
representative:


  


Party B:
Kunpeng (Tianjin) Technology Co., Ltd.


 


Authorized
representative:


  


[This page
has no text, it is the signature page of the Business Operation Agreement]


 


Party C:


 


Liu Cuilian
Wang Zhizhong


  


Zhang Jinjing
Hu Wanfeng


 






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Zhang Yuanyuan
Teng Hui


  


Fan Zhandong
Li Yanlu


 


Mao Xiangyi
Li Chengyuan


 


Annex 1:
Power of Attorney


 


Power of
attorney


 


Kunpeng (Tianjin)
Technology Co., Ltd. (“Kunpeng Tianjin”) shareholders Liu Cuilian, Wang Zhizhong, Zhang Jinjing, Hu Wanfeng, Zhang Yuanyuan,
Teng Hui, Fan Zhandong, Li Yanlu, Mao Xiangyi and Li Chengyuan hold 100% of Kunpeng Tianjin. I am Liu Cuilian Agree to authorize the
shareholder rights corresponding to the 6% of Kunpeng Tianjin equity held by me to Kunpeng (China) Co., Ltd. (“Kunpeng China”),
and hereby irrevocably authorize the authorized person in this power of attorney The following rights are exercised during the validity
period:


 


Authorize
the authorized person to represent me in my own name as a 6% equity shareholder of Kunpeng Tianjin to exercise all my shareholder rights
in accordance with the law and the company’s articles of association, including but not limited to: the right to propose a shareholder
meeting , Accept any notices about the convening of the shareholders meeting and procedures, participate in the Kunpeng Tianjin shareholders
meeting and exercise all the voting rights of the shareholders as 6% equity holders (including the appointment and appointment of Kunpeng
Tianjin shareholders’ meeting as my authorized representative Director, General Manager, Chief Financial Officer and other senior management
of Peng Tianjin


 


 


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