Exhibit 4.47


 


Call
Option Agreement 


 


Between



 


Beijing
BoheLe Science and Technology Co. Ltd.


 


And


 


Yuan
Hao & Yue Liu


 


May
25, 2020 






 
 This
Call Option Agreement (this “Agreement”) is entered into by the following Parties on May 25  , 2020:


 


		1.	Beijing
                                         BoheLe Science and Technology Co. Ltd. (“Party A”), a limited liability company
                                         duly established and validly existing under the laws of People’s Republic of China
                                         (“China”), with its registered address at Room 1210, 12/F, Tower 1, Courtyard
                                         54, Shijingshan Road, Shijingshan District, Beijing, China, and



 


		2.	Yuan
                                         Hao, ID number: 231026198708252320, Address: Unit 7, Lianzhushan Town Council, Mishan
                                         City, Heilongjiang Province, China; Yue Liu, ID number: 110108198110095417, Address:
                                         No. 206, Unit 2, No. 15 Zizhuyuannanlu, Haidian District, Beijing, China (each hereinafter
                                         referred to as “Party B”, and collectively, “Party B”);



 


WHEREAS


 


		A.	Party
                                         B owns 100% equity interest in Beijing Le’An Operational Management Co., Ltd. (“Beijing
                                         Le’An”);



 


		B.	Party
                                         B is willing to transfer their equity interests in Beijing Le’An to Party A (or
                                         its affiliate or assignee) to the extent permitted by the laws of China and if such transfer
                                         is allowed under the laws of China.



 


Now
therefore, through good faith consultations, the Parties reach an agreement on the following terms:


 


Section 1
Definitions 


 


Unless
otherwise specified in this Agreement, the following terms shall have the following meanings:


 


	Call
    Option	 	The
    right granted to Party A and/or any third party designated by Party A to subscribe for all or part of the equity interests
    held by Party B in Beijing Le’An under the terms and conditions of this Agreement.






     


     


    



	 	 
	China	 	The
    People’s Republic of China (excluding Hong Kong, Macau and China for the purposes of this Agreement).
	 	 	 
	Laws
    of China	 	The
    laws, regulations and decisions made and promulgated by various Chinese legislative authorities; the administrative rules,
    regulations, measures and other legally binding official documents made and promulgated by various Chinese administrative
    authorities.
	 	 
	Approvals	 	The
    approvals, consents, permits and authorizations made and/or issued by relevant Chinese administrative authorities under the
    Chinese laws.
	 	 
	Equity
    in Beijing Le’An	 	The
    equity interests held lawfully by Party B in Beijing Le’An. The ratio of such equity is equivalent to the ratio of Party
    B’s capital contributions to Beijing Le’An’s registered capital.
	 	 
	Loan
    Agreement	 	The
    loan agreement and any amendments thereto entered into among Party A and Party B.


 


Section 2
Grant of Call Option 


 


2.1
Party B hereby irrevocably and exclusively grant Party A the Call Option, the right that allows Party A and any third party designated
by Party A to subscribe for all or part of the equity interest held by Party B in Beijing Le’An.


 


2.2
To the extent permitted by the laws of China, Party A and/or any third party designated by Party A shall have the right to exercise
the Call Option at any time during the term of this Agreement, to obtain necessary government approvals and complete required
registration procedures (if required, including the evaluation procedures), and to obtain and maintain the Equity in Beijing Le’An.
Party A and/or any third party designated by Party A shall become the lawful holder of the Equity in Beijing Le’An, and
shall have the right to obtain all shareholder rights according to its shareholding ratio.


 


2.3
Without Party A’s written consent, Party B shall not grant to any third party any rights, senior to or on a parity with
Call Option.


 


Section 3
Consideration for the Call Option 


 


To
the fullest extent permitted by the laws of China,, the transfer price of the Equity in Beijing Le’An (or any part thereof)
shall be equal to Party B’s initial contribution to the registered capital of Beijing Le’An in exchange for such Equity
in Beijing Le’An (or any part thereof) (“Contribution to Registered Capital”). The Parties agree that, to the
fullest extent permitted by the Chinese laws, in connection with the transfer of any or all Equity in Beijing Le’An to Party
A and/or any third party designated by Party A, Party A shall have the right to offset the debt Party B owes to Party A against
the transfer price for such Equity, and Party A and any third party designated by Party A shall not be required to make any cash
payment to Party B separately. If the Equity in Beijing Le’An is required to be valuated under relevant the laws of China,,
or there are any other provisions for the transfer price for such Equity, then such transfer price shall be the lowest price permitted
under relevant the laws of China.



     


     


    



Section 4
Exercise of the Call Option 


 


4.1
Party A and/or any third party designated by Party A shall have the right to exercise the Call Option in any way permitted by
law at any time within the term of the Call Option upon effectiveness of this Agreement.


 


4.2
During the term of this Agreement, Party A and/or any third party designated by Party A may exercise the Call Option in whole
or part in order to obtain any or all of the equity interest for which it has the right to subscribe hereunder at one or more
times.


 


4.3
Party A shall exercise the Call Option by delivering a subscription notice to Party B (see the form and substance of such notice
in Appendix 1). Party B shall transfer to Party A and/or any third party designated by Party A the corresponding Equity in Beijing
Le’An as specified in the subscription notice.


 


4.4
Party B shall complete all procedures required for Party A and/or any third party designated by Party A to obtain the Equity in
Beijing Le’An and become a lawful shareholder of Beijing Le’An within sixty (60) days after Party A and/or any
third party designated by Party A sends the subscription notice for the exercise of the Call Option, including without limitation,
adopting any necessary resolution, providing or causing or facilitating Beijing Le’An to provide all necessary documents,
and causing and helping Beijing Le’An to obtain approvals from competent government authorities for the change of equity
and handle all relevant procedures in the event that Beijing Le’An is converted to a foreign-invested company due to the
exercise of the Call Option.


 


Section 5
Representations and Warranties 


 


5.1
Party B represents and warrants to Party A and/or any third party designated by Party A (as the case may be) as follows in connection
with the Call Option as of the date of this Agreement and at the time when Party A and/or any third party designated by Party
A exercises the Call Option hereunder:


 


(1)
Beijing Le’An is a limited liability company duly established and existing under the laws of China;


 


(2)
Party B has contributed the capital for his or her equity interest in Beijing Le’An in full. Party A and/or any third party
designated by Party A shall acquire such equity interest without any capital contribution to Beijing Le’An in accordance
with this Agreement;


 


(3)
Except the pledge granted to Party A by the share pledge agreement entered into by Party A and Party B on May 25, 2020, Party
B has not created or allowed any option, call option, pledge, or other equity interest or security interest on Equity in Beijing
Le’An without Party A’s written consent;


 


(4)
Party B hereby agrees that it shall irrevocably waive the preemptive right to purchase the Equity in Beijing Le’An to which
it is entitled under the laws of China and the bylaws of Beijing Le’An, and allow Party A and/or any third party designated
by Party A to exercise the Call Option;


 


(5)
Without Party A’s written consent, Party B shall not transfer the Equity in Beijing Le’An to any third party;



     


     


    



(6)
Without Party A’s written consent, Party B shall not supplement, alter or modify the Articles of Association of Beijing
Le’An in any form, shall not increase or decrease its registered capital, or otherwise change the structure of its registered
capital;


 


(7)
During the term of this Agreement, Party B and Beijing Le’An have not engaged in and shall not engage in any act or omission
that may cause any losses to Party A or cause any reduction in value of the Equity in Beijing Le’An;


 


(8)
Without Party A’s written consent, Party B shall not incur, assume, guarantee or allow the existence of any debt other than
the debt that (i) arises in the normal or routine course of business rather than out of borrowing; and (ii) has been
disclosed to and approved in writing by Party A;


 


(9)
Beijing Le’An has the right to operate all business activities within the approved business scope which it is operating
or it expects to operate in the future; and


 


(10)
Party B shall not have the right to early terminate this Agreement.


 


5.2
Party A represents and warrants to Party B in connection with the execution of this Agreement as follows:


 


(1)
Party A is a limited liability company duly established and existing under the laws of China;


 


(2)
The execution and performance of this Agreement will not constitute Party A’s violation of its obligations under any legally
binding documents entered into with any third party, or constitute a violation of any prohibition or ruling of any administrative
authorities, arbitration agencies or judicial organs.


 


Section 6
Liability for Breach 


 


6.1
Under any of the following circumstances, Party B shall be deemed to breach the Agreement:


 


(1)
Any representations or warranties made by Party B are not true or correct;


 


(2)
Party B transfers the Equity in Beijing Le’An to any company or individual other than Party A and/or any third party designated
by Party A without Party A’s prior written consent;


 


(3)
Party B fails to promptly handle or facilitate Beijing Le’An to handle relevant procedures upon receipt of the subscription
notice from Party A and/or any third party designated by Party A in accordance with this Agreement, which would cause Party A
and/or any third party designated by Party A to fail to acquire the Equity of Beijing Le’An;


 


(4)
Party B attempts to terminate this Agreement without Party A’s consent;


 


(5)
Party B violates any other provisions hereof.


 


If
Party B breaches the Agreement, it shall indemnify Party A against all direct economic losses, any foreseeable indirect losses
and any expenses incurred by Party A for such breach, including without limitation attorney fees, litigation and arbitration fees,
financial and travel expenses.



     


     


    



Section 7
Term and Termination


 


7.1
This Agreement shall come into effect as of the date when the authorized representatives of the Parties duly sign the Agreement,
and shall remain effective until the termination of the Loan Agreement.


 


7.2
Unless otherwise provided herein, Party A shall have the right to early terminate this Agreement upon twenty (20) days’
prior notice, but Party B shall not early terminate this Agreement.


 


Section 8
Force Majeure 


 


8.1
Force Majeure means any event (i) that is beyond the control of either or both Parties hereto; (ii) that cannot be foreseen
or cannot be overcome even foreseeable; and (iii) that occurs after the date of this Agreement and prevent either Party hereto
from performing this Agreement in whole or part. Force Majeure includes without limitation the occurrence of explosion, fire,
flood, earthquake and other acts of God and war, civil disorder, governmental act of sovereignty, etc.


 


8.2
The Party affected by any Force Majeure event may suspend the performance of relevant obligations that cannot be performed due
to Force Majeure until the effect of such Force Majeure event is eliminated, and shall not be held liable for such suspension.
However, such Party shall use its best endeavors to overcome such event and reduce its adverse effect.


 


8.3
The Party affected by any Force Majeure event shall provide the other Party with a legitimate certificate issued by a notary public
(or any other proper authorities) in the place where such event occurs to evidence the Force Majeure event; if such Party cannot
provide such certificate, the other Party may hold such Party liable for breach of the Agreement in accordance with the provisions
hereof.


 


Section 9
Governing Law 


 


The
conclusion, effectiveness, interpretation, performance, enforcement and dispute resolution of this Agreement shall be governed
by the laws of China.


 


Section 10
Dispute Resolution 


 


10.1
All disputes arising out of or in connection with this Agreement shall be settled by the Parties through good faith consultations.
If no agreement can be reached through consultations within sixty (60) days after one Party receives a notice from other
Party requesting the beginning of such consultations or as otherwise agreed by the Parties, either Party shall have the right
to submit such dispute to The China Arbitration Association for arbitration in accordance with its then effective rules. The arbitration
shall be held in Beijing. The award of the arbitration shall be final and binding on both Parties.


 


10.2
The arbitration costs shall be borne in accordance with the award specified in Section 10.1 above.


 


10.3
While any disputes exist between the Parties, the Parties shall continue to perform duties and obligations without any dispute.



     


     


    



Section 11
Miscellaneous 


 


11.1
No amendment, modification, addition or deletion made to this Agreement shall become effective unless the Parties sign a written
document by mutual agreement.


 


11.2
The invalidity, ineffectiveness and unenforceability of any provisions hereof shall not affect or prejudice the other provisions’
validity, effectiveness and enforceability. However, the Parties shall also cease to perform such invalid, ineffective and unenforceable
provisions, and only modify such provisions to the extent the modified provisions have the closest intent to the original provisions
so that they are valid, effective and enforceable under such specific facts and circumstances.


 


11.3
This Agreement shall be effective to and binding upon both Parties and their respective successors or permitted assigns. Party
A shall have the right to transfer its rights under this Agreement and other agreements contemplated herein at its sole discretion
to any third party without Party B’s consent.


 


IN
WITNESS WHEREOF, the duly authorized representatives of Party A and Party B have executed this Agreement on the date first above
written.





	 	 	 	 	 
	Beijing
BoheLe Science and Technology Co. Ltd. 

                                                 

        (Corporate
Seal) 
	 	 
	 	 	 
	Authorized Representative:	 	/s/
	 	 
	 	 	 	 	 


	 	 	 	 	 
	 	 	 
	Signature:	 	/s/
	 	 
	 	 	Yuan
    Hao	 	 
	 	 	 
	Signature:	 	/s/
	 	 
	 	 	Yue
    Liu	 	 




     


     


    

Appendix
1 


 


Subscription
Notice


 


To:


 


This
is to notify you that, in accordance with the Call Option Agreement (“Agreement”) entered into by you and Beijing
BoheLe Science and Technology Co. Ltd. on May 25, 2020, we decide to exercise the call option under such Agreement for [all] or
[part] of the equity interest in Beijing Le’An Operational Management Co., Ltd. and appoint [                ]
as the transferee of the target equity interest.


 


	Beijing BoheLe Science
    and Technology Co. Ltd.	 
	 	 
	(Corporate
    Seal)	 
	 	 
	Authorized Representative:	/s/
	 	 
	Title:	 
	Date: