Exhibit 4.145


 


 


 


 


 


 


 


 


 




TECHNICAL
SUPPORT AGREEMENT


 


between


 


Beijing
CFO Glory Technology Co., Ltd.


 


and


 


Zhongheng
Xintai (Beijing) Assets Management Co., Ltd


 


September,
2016


 


BEIJING,
CHINA


 


 


 


 


 


 


 


 


 








    	 		 



     


    

 


TECHNICAL
SUPPORT AGREEMENT


 


This
Technical Support Agreement (“this Agreement”) is entered into in Beijing, the People’s Republic of China (the
“PRC”) on this September 9, 2016 between:


 


Party
A: Beijing CFO Glory Technology Co., Ltd.


Address:
A1708, Fuzhuo Tower, Xuanwu gate Street, Xicheng District, Beijing, China


 


Party
B: Zhongheng Xintai(Beijing) Assets Management Co., Ltd


Address:
No. 298, 2/F, Tower 1, no. 316, Huaifang west Street, Fengtai District, Beijing, China


 


WHEREAS,


 


(1)
Party A is a wholly foreign owned enterprise duly organized and validly existing under the laws of the PRC, and has expertise
and resources in the business of party B; Party A desires to provide to Party B relevant services;


 


(2)
Party B is a company with limited liability duly organized and validly existing under the laws of the PRC. In order to expand
Party B’s business, Party B engages Party A to provide the technical support services in connection with the foregoing.


 


NOW
AND THEREFORE, in accordance with the principle of sincere cooperation, mutual benefit and joint development and after friendly
negotiations, the parties hereby enter into the following agreements pursuant to the provisions of relevant laws and regulations
of the PRC.


 


ARTICLE
1. DEFINITIONS


 


The
terms used in this Agreement shall have the meanings set forth below:


 


1.1
“This Agreement” means this Technical Support Agreement and all appendices thereto, including written instruments as
originally executed and as may from time to time be amended or supplemented by the parties hereto through written agreements.


 


1.2
“The PRC” means, for the purpose of this Agreement, the People’s Republic of China, excluding Hong Kong, Taiwan and
Macao.


 


1.3
“Date” means the year, month and day. In this Agreement, “within” or “no later than”, when used
before a year, month or day, shall always include the relevant year, month or day.


 






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ARTICLE
2. TECHNICAL SUPPORT SERVICES


 


2.1
The technical support services (the “Services”): Party A agrees to provide to Party B the relevant services requested
by Party B, which are specified in Exhibit 1 attached hereto (“Exhibit 1”).


 


2.2
Exclusive Services Provider: Party A is the exclusive services provider of Party B. Without the written consent of Party A, Party
B shall not entrust any other third party to provide the Services stated herein.


 


ARTICLE
3. TECHNICAL SUPPORT SERVICES FEE


 


3.1
Amount and payment: Party B shall pay certain fees in accordance with the provisions of Exhibit 2 to Party B in consideration
of the technical support service provided by Party A (the “Service Fee”).


 


3.2
Reasonable expenses: besides the Service Fee, Party A shall charge Party B for all the reasonable expenses relating to the Services,
including but not limited to travel, accommodation, traffic and communication expenses.


 


ARTICLE
4. REPRESENTATIONS AND WARRANTIES


 


4.1
Each party hereto represents to the other party that:


 


4.1.1
it has all the necessary rights, powers and authorizations to enter into this Agreement and to perform its duties and obligations
hereunder; and


 


4.1.2
the execution or performance of this Agreement shall not violate any significant contract or agreement to which it is a party
or by which it is or its assets are bounded.


 


ARTICLE
5. CONFIDENTIALITY


 


5.1
Each party shall keep confidential all the content of this Agreement. Without the prior consent of all parties, no party shall
disclose any content of this Agreement to any other party or make any public announcements with respect to any content of this
Agreement. Notwithstanding the forgoing provisions of this Article 5, the following disclosure shall be permitted: (i) disclosure
made pursuant to any applicable laws or any rules of any stock exchange of US, PRC or relevant countries; (ii) disclosure of information
which has become public information other than due to any breach by the disclosing party; or (iii) disclosure to any party’s shareholders,
legal counsel, accountants, financial advisors or other professional advisors who bear the obligation of confidentiality to such
party.


 


5.2
The parties agree this Article 5 will survive any invalidity, modification, cancellation or termination of this Agreement, if
applicable.


 






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ARTICLE
6. GOVERNING LAW AND EVENTS OF DEFAULT


 


6.1
The execution, effectiveness, interpretation, performance and dispute resolution of this Agreement shall be governed by the laws
of the PRC.


 


6.2
Any violation of any provision hereof, incomplete performance of any obligation provided hereunder, any misrepresentation made
hereunder, material concealment or omission of any material fact or failure to perform any covenant provided hereunder by any
party shall constitute an event of default. The defaulting party shall assume all the legal liabilities pursuant to the applicable
laws.


 


ARTICLE
7. DISPUTE RESOLUTION


 


7.1
Any dispute arising from the performance of this Agreement shall be first subject to the parties’ friendly consultations. If the
parties fail to make an written agreement within thirty days after consultation, such dispute will be submitted to the China International
Economic and Trade Arbitration Commission (“CIETAC”) in accordance with its arbitration rules/procedures.


 


7.2
The arbitration shall be administered by the Beijing branch of China International Economic and Trade Arbitration Commission in
accordance with the then effective arbitration rules of the Commission in Beijing. The tribunal will be composed of one (1) arbitrator
appointed by the chairman of CIETAC.


 


7.3
The arbitration award shall be final and binding on the parties. The costs of the arbitration (including but not limited to arbitration
fee and attorney fee) shall be borne by the losing party, unless the arbitration award stipulates otherwise.


 


ARTICLE
8. EFFECTIVENESS


 


8.1
This Agreement shall become effective upon the execution by both parties hereto.


 


8.2
The term of this Agreement shall be ten (10) years. Party B shall not terminate this Agreement during this term.


 


8.3
Unless Party A notifies Party B of no renewal of this Agreement by giving a thirty (30) days prior notice, this Agreement will
be renewed for one year automatically after the expiry of the term hereof. This provision will apply to all the subsequent renewal.


 


ARTICLE
9. NO SUBSEQUENT OBLIGATION


 


9.1
Once this Agreement is terminated, Party A will not have any obligation of providing to Party B any Service hereunder.


 


ARTICLE
10. TRANSFER LIMITATION


 


10.1
Without the prior written consent of the other party, neither party shall transfer any of their rights or obligations hereunder.


 






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ARTICLE
11. AMENDMENT


 


11.1
Both parties hereto shall fulfill their respective obligations hereunder. No amendment to this Agreement shall be effective unless
such amendment has been made in written form, and agreed by both parties and both parties have obtained necessary authorization
and approvals with respect to such amendment. Any modification and supplementary to this Agreement after signed by both parties,
become an integral part of this Agreement, and has the same legal force with this Agreement.


 


ARTICLE
12. COUNTERPARTS


 


12.1
This Agreement is executed in two counterparts, with Party A and Party B each hold a counterpart. Each counterpart has the same
legal force.


 


ARTICLE
13. MISCELLANEOUS


 


13.1
The title and headings contained in this Agreement are for convenience of reference only and shall not in any way affect the meaning
or interpretation of any provision of this Agreement;


 


13.2
The parties may enter into supplementary agreements to address any issue not covered by this Agreement. The supplementary agreements
so entered shall be an appendix hereto and shall have the same legal effect as this Agreement.


 


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Exhibit
1


 


Content
of the Technical Support Services


 


Party
A shall provide the following technical support services to Party B to the extent permitted by PRC laws:


 


(1)
providing the technical support and professional trainings necessary for Party B to operate its business;


 


(2)
maintaining the computer system of Party B;


 


(3)
providing Party B with website design, and the design, installation, adjustment and maintenance services of Party B’s computer
network system;


 


(4)
providing comprehensive security services of Party B’s websites;


 


(5)
providing database support and software services;


 


(6)
other services in connection with Party B’s business;


 


(7)
providing labor support upon requested by Party B, including but not limited to sending or dispatching relevant personnel to Party
B (provided however that Party B shall bear the relevant labor costs); and


 


(8)
other services agreed to by the parties.


 






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Exhibit
2


 


Technical
Support Service Fee


 


The
Service Fee in consideration of provision of the Service provided by Party A shall be 30% of the “profits” of
Party B in such year. The “profits” of Party B in such year should be equal to gross revenue of Party B in such
year minus (the sales tax, sales expenses, management fees, financial expenses and other expenses resulting from the daily
operation and other business operation of Party B, and such “profit” shall be the profit before paying for other
service fees as specified by the Binding Agreements. Such expenses shall be determined by both parties every quarter in
written form, and shall be paid by Party B within three (3) months after the accounting date.


 


[execution
page only]


 


This
Agreement is executed by the following parties as of the date listed first above.


 


Party
A: Beijing CFO Glory Technology Co., Ltd.


 


Seal:


Authorized
Representative


(Signature):


 


Party
B: Zhongheng Xintai(Beijing) Assets Management Co., Ltd


 


Seal:


Authorized
Representative


(Signature):


 


 


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