Exhibit
4.8


 


 


 


 


 


 


 


Investment
Agreement


Of


Hebei
Taiying Communications Outsourcing Service 

Co., Ltd.


 


 


 


 


 


 


 


 


 


 


 


July
2016


 


 


 


 


 


 









     

     


    

 


This
Investment Agreement (hereinafter referred to as “this Agreement”) is concluded and entered into by and between the
following parties in Hebei, China on July 1, 2016.


 


	Party
    A:	Beijing
    Jiate Information Technology Co., Ltd. (hereinafter referred to as “Party A”)
	 	 
	Legal
    representative: Dong Wenjuan
	 
	Domicile:	Yard
    No. 23, Beice Middle Road, Erbozi Village, Huilongguan Town, Changping District, Beijing
	 	 
	Party
    B:	Hebei
    Taiying Communications Outsourcing Service Co., Ltd. (hereinafter referred to as “Target Company” or “Party
    B”)
	 	 
	Legal
    representative: Wang Zhili
	 
	Domicile:	Bai
    Shi Jin Gu Yanjiao International Industrial Base, North of Gushan West Road, West of Yingbin North Road, Yanjiao, Sanhe City,
    Hebei Province
	 	 
	Party
    C:	Shandong
    Taiying Technology Co., Ltd. (hereinafter referred to as “Party C” or “Original Shareholder”)
	 	 
	Legal
    representative: Wang Zhili
	 
	Domicile:	No.
    1366, Zhongtianmen Avenue, Tai’an Hi-Tech Industrial Development Zone, Tai’an City, Shandong Province 


 


Whereas:


		1.	Party
                                         B is a limited liability company duly incorporated and validly existing under the laws
                                         of the People’s Republic of China, currently, the registered capital of Party B is RMBFive
                                         Million (¥5 Million) only (unless otherwise specified, the monetary unit referred
                                         to herein is RMB), and it has 1 corporate shareholder, which is Shandong Taiying Technology
                                         Co., Ltd. The shareholding status upon signing this Agreement is: Party C accounts for
                                         100%, all in monetary contribution.
	 	 	 
		2.	Due
                                         to business needs, Party B intends to introduce investor to optimize the shareholding
                                         structure and expand business scale. As an investor, Party A is willing to participate
                                         in the investment mentioned herein. Party B and Party C agree unanimously upon Party
                                         A’s investment in Party B.



 


Now,
all parties agree to implement this investment plan based on the investment terms and conditions agreed herein, therefore, all
parties hereby agree as follows:


 






    	 	2	 



     


    

 


		Article 1:	Party
A’s investment



 


		1.1	The
                                         price of this investment is based on the registered capital of company, namely RMB10
                                         Million, which is agreed by all parties hereto.
	 	 	 
		1.2	Both
                                         Party B and Party C agree upon Party A’s equity investment, agreeing Party A to invest
                                         [RMBFour Million Nine Hundred Thousand] only (in figures: ¥[4.9 Million] only)
                                         in cash, after investment Party A will hold 49% shares of Party B; and Party A guarantees
                                         that the source of investment fund is legal.
	 

                                                                                
	1.3	After
                                         the completion of this investment, corresponding shareholdings held by Party A in Party
                                         B are as follows:



 


	Investor	 	Amount of investment (RMB)	 	 	Shareholding ratio	 
	Beijing Jiate Information Technology Co., Ltd.	 	 	4,900,000.00	 	 	 	49	%



 


		1.4	For
                                         the convenience of Party B’s needs in future operation management, Party A, Party B and
                                         Party C unanimously consent and agree upon the processes of this investment as follows:



 


	 	(1)	On or before February 1, 2017, Party A shall remit the
first investment fund of RMB2.45 Million into the company account of Party B.
	 	 	 
	 	(2)	And the rest investment money will be credited into
the account as agreed in Articles of Association.




		1.5	All
                                         parties agree to go through the change registration formalities in the administrative
                                         department for industry and commerce within 30 working days as of the date of signature
                                         hereof.



		1.6	All
                                         parties agree that, Party A will cooperate with Party B to carry out registered capital
                                         increase and industrial and commercial registration of changes etc., and all parties
                                         guarantee that the proportion of company shares held by Party A will be 49% after the
                                         completion of industrial and commercial registration of changes under the condition that
                                         the agreed investment amount remains the same.



		1.7	All
                                         relevant expenses incurred from this investment (including but not limited to capital
                                         verification fee, audit fee, assessment fee, counsel fee, charges for industrial and
                                         commercial registration of changes etc.) shall be borne by the company after change.



 


		Article 2:	Effective
condition



		2.1	This
                                         Agreement will become effective as of the date of signature by all parties.



 


		Article 3:	Guarantee
of Party B and Party C



 


On
the date of signature hereof, Party B and Party C guarantee that:


 


		3.1	Party
                                         B and Party C are the legal persons duly incorporated and validly existing under the
                                         laws of the People’s Republic of China.



 






    	 	3	 



     


    

 


		3.2	Their
                                         signing and performance of this Agreement do not violate the restriction of the law or
                                         contract having binding effect or impact on them.
	 	 	 
		3.3	They
                                         have all necessary powers, authorizations and approvals for signing this Agreement, and
                                         will have all necessary powers, authorizations and approvals for full performance of
                                         all obligations hereunder.
	 	 	 
		3.4	Assist
                                         Party A to sign all necessary documents and go through necessary formalities to successfully
                                         accomplish the purpose hereof; and assist Party A to give priority to recommend one candidate
                                         to hold the post of director of Party B under the same conditions after Party B has completed
                                         the industrial and commercial registration of changes.
	 	 	 
		3.5	Party
                                         A will become the shareholder of Party B after completion of investment, and the accumulated
                                         profits and accumulations of Party B will be shared by the shareholders after investment.
	 	 	 
		3.6	Once
                                         this Agreement has been signed, it will constitute legal and valid obligations with binding
                                         effect to them.



 


		Article 4:	Guarantee
of Party A



 


On
the date of signature hereof, Party A guarantees that:


 


		4.1	Party
                                         A promises to promptly pay the investment fund in full in order to guarantee sound and
                                         rapid development of Party B.
	 	 	 
		4.2	Party
                                         A promises to no longer invest or hold equity interest in projects or companies whose
                                         business scope is similar to that of Party B and Party C.
	 	 	 
		4.3	Party
                                         A is the legal person duly incorporated and validly existing under the laws of the People’s
                                         Republic of China.
	 	 	 
		4.4	Party
                                         A’s signing and performance of this Agreement do not violate the restriction of the law
                                         or contract having binding effect or impact on it
	 	 	 
		4.5	Party
                                         A has all necessary powers, authorizations and approvals for signing this Agreement,
                                         and will have all necessary powers, authorizations and approvals for full performance
                                         of all obligations hereunder.
	 	 	 
		4.6	The
                                         source of capital used by Party A in this investment is legal.
	 	 	 
		4.7	In
                                         order to facilitate continuous and stable development of Party B after this investment,
                                         Party A agrees to sign this concerted action agreement jointly with Party C.
	 	 	 
		4.8	Once
                                         this Agreement has been signed, it will constitute legal and valid obligations with binding
                                         effect to them.



 






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		Article 5:	Responsibility
for breach of contract



 


		5.1	If
                                         this Agreement is not performed or cannot be fully performed due to the breach of contract
                                         by any party hereto, the breaching party shall bear the responsibility for breach of
                                         contract arising therefrom and pay the innocent party liquidated damages of RMB300 Thousand.
                                         In case of breach of contract by all parties, each party shall bear the corresponding
                                         responsibility arising therefrom respectively.
	 	 	 
		5.2	If
                                         Party B fails to accomplish the industrial and commercial registration of changes within
                                         the deadline agreed in Article 1.5, then Party A is entitled to ask Party B for returning
                                         the investment fund, and pay the interest on fund occupation (calculate based on 5% of
                                         annual interest rate, subject to actual number of days). If Party B fails to promptly
                                         accomplish the industrial and commercial registration of changes due to the reason of
                                         Party A, then the agreed time for doing so will be postponed accordingly.
	 	 	 
		5.3	Except
                                         for the circumstances of breach of contract as stipulated in Article 5.1 and 5.2, before
                                         accomplishing the industrial and commercial registration of changes for this investment,
                                         if Party A asks for withdrawal of fund, or Party B refuses to go through the industrial
                                         and commercial registration of changes and asks for returning the fund to Party A, then
                                         the breaching party shall compensate RMB300 Thousand only to the innocent party.



 


		Article 6:	Force
majeure



 


		6.1	In
                                         case of earthquake, typhoon, flood, fire, war and other unforeseeable, unpreventable
                                         or unavoidable force majeure events (including but not limited to act of god, strike,
                                         riot, act of war, outbreaks of infectious diseases, government control after contract
                                         conclusion, rainstorm or other natural disasters), and thereby causing direct impact
                                         on the performance of this Agreement or this Agreement cannot be performed according
                                         to the terms agreed, the party who encounters the aforesaid force majeure event shall
                                         immediately inform the other party on the situations related to such event, and shall
                                         provide written report on details of force majeure within 5 business days after the occurrence
                                         of force majeure event, and submit valid supporting documents on such force majeure within
                                         one month after submitting such written report, such supporting documents shall be issued
                                         by the notary authority located in the place of force majeure event, except for it is
                                         forbidden by national laws, regulations and policies. Based on the event’s degree of
                                         impact on agreement performance, all parties may, through consultation, decide whether
                                         or not to exempt from performing the obligations of this Agreement, or delay the performance
                                         of this Agreement. Neither party may propose a claim for compensation for the loss caused
                                         by force majeure. Once the force majeure disappears, all parties shall immediately take
                                         measure to continue to perform the agreement due to be performed.



 


		Article 7:	Dispute
settlement



 


		7.1	The
                                         conclusion, validity, performance, interpretation and dispute settlement of this Agreement
                                         shall be governed by the laws of the People’s Republic of China.



 






    	 	5	 



     


    

 


		7.2	For
                                         all disputes arising from performance of this Agreement or related hereto, all parties
                                         shall settle them through friendly consultation. But if consultation fails, any party
                                         may submit the dispute to Hebei Arbitration Commission to be arbitrated pursuant to the
                                         arbitration rules effective currently upon arbitration application. The arbitral tribunal
                                         comprises of 3 arbitrators. The arbitration procedures are proceeded in Chinese. The
                                         arbitration award is final and has binding effect on all parties, and the arbitration
                                         fees will be borne by the losing party.



 


		Article 8:	Notice



 


		8.1	Unless
                                         otherwise prescribed herein, any party shall adopt the written form when sending the
                                         notice hereunder and related hereto. If sent by personal service or by fax, or sent to
                                         the contact address listed at the start of this Agreement by recognized express service,
                                         or sent to other address already informed by the recipient beforehand, then it shall
                                         be deemed to have been served.



 


		Article 9:	Agreement
signing and counterpart



 


		9.1	This
                                         Agreement is signed by Party A, Party B and Party C in Hebei on July 1, 2016. For other
                                         matters not covered herein, all parties will otherwise sign supplementary agreement.
	 	 	 
		9.2	The
                                         original copy of this Agreement is made in quadruplicate, each party hereto holds one
                                         copy respectively, and the rest one will be kept by Party B for industrial and commercial
                                         registration of changes.



  


	Party
    A:	Beijing
        Jiate Information Technology Co., Ltd. (Seal)

                                                                                                  

        Beijing
        Jiate Information Technology Co., Ltd. (Seal)

	 

        Legal
        (authorized) representative (Signature): /s/ Zhao Guiwu

         

	 	 
	Party
    B:	Hebei
        Taiying Communications Outsourcing Service Co., Ltd. (Seal)

                                                                                      

        Hebei
        Taiying Communications Outsourcing Service Co., Ltd. (Seal)

	 	 
	Legal
    (authorized) representative (Signature): /s/ Wang Debao
	 	 
	Party
    C:	Shandong
        Taiying Technology Co., Ltd. (Seal)

                                                                                      

        Shandong
        Taiying Technology Co., Ltd. (Seal)

         

	Legal
    (authorized) representative (Signature): /s/ Wang Debao


 


 


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