Exhibit 10.2


 


Profit Guarantee
Agreement


 


Date: February 7, 2017


 


Party A: Guangzhou LiNiu Network Technology
Company Limited (“LiNiu Technology”) and Mr. Wang Shun Yang, China ID no. 610302197609284512


Party B: Iao Kun Group Holding Company Limited


 


Reference is made to the Stock Purchase Agreement (the “Purchase
Agreement”) dated February 7, 2017 by and among by and among Party B, Jia-Heng Industrial Ltd., a Cayman Islands company
(the “Company”), and the shareholders of the Company.


 


Pursuant to the terms of the Purchase Agreement, Party B is to issue
the shareholders of the Company 12,484,000 of its ordinary shares in exchange for 51% of the outstanding ordinary shares of the
Company (the “Company Shares”). LiNiu Technology is a subsidiary of the Company.


 


As further consideration for the Company Shares, Party B will issue
cash consideration only to shareholders of the Company in the amount specified in the below table if the net income for LiNiu Technology
is equal to or in excess of the Profit after tax specified in the table below.


 


	Year	 	Profit after tax	 	 	Cash payment	 
	2017	 	RMB	20,000,000	 	 	RMB	5,412,000	 
	2018	 	RMB	80,000,000	 	 	RMB	21,648,000	 
	2019	 	RMB	300,000,000	 	 	RMB	81,182,000	 
	2020	 	RMB	500,000,000	 	 	RMB	135,303,000	 
	2021	 	RMB	700,000,000	 	 	RMB	189,425,860	 
	Total	 	RMB	1,600,000,000	 	 	RMB	432,970,860	 



 


The consolidated financial statements of LiNiu Technology shall
be audited in compliance with the PRC Accounting Standards for Business Enterprises and other applicable laws and regulations.
The Board of Directors of Party B will confirm whether the Profit after tax has been met no later than ten days after the audited
financial statements for Party B have been filed with the United States Securities and Exchange Commission for the applicable year.


 




     


     


    

  


The Cash Payment will release to Beneficial Holder only when the
profit guarantee are met and review on yearly basis and in aggregate on the fifth year. For example, if the profit guarantee of
five year are met, the aggregate cash payment will be RMB432,970,860. However, if the profit guarantee for fiscal year 2017 and
2018 are met and the profit guarantee from 2019 and 2021 are not met, and the aggregate profit after tax for these five year is
less than RMB1,600,000,000, then Mr. Wang will only receive the cash payment for 2017 and 2018 (a total of RMB 27,060,000). As
a further illustration, if the profit guarantees from 2017 to 2020 are not met but in 2021 the aggregate profit after tax for the
years specified is RMB1,600,000,000, the cash payment for that year will be RMB432,970,860.


 


This agreement is prepared in Chinese and the English version is
translated for reference. When there is conflict between the Chinese and English version, the Chinese version is prevailed.


 


The formation, validity, interpretation and enforcement of this
Agreement shall be governed by the Laws of China.


 




     


     


    

  


	Party A	 
	 	 
	/s/ Wang Shun Yang  	 
	GUANGZHOU LINIU NETWORK TECHNOLOGY COMPANY LIMITED	 
	Name: Wang Shun Yang	 
	Title: Director	 
	 	 
	/s/ Wang Shun Yang  	 
	MR. WANG SHUN YANG	 
	 	 
	Party B:	 
	 	 
	/s/ Lam Man Pou	 
	IAO KUN GROUP HOLDING COMPANY LIMITED	 
	Name: Lam Man Pou	 
	Title: Director	 
	 	 
	Acknowledged and agreed:	 


 


	TWINKLE BUSINESS LTD.	 
	 	 	 
	By:	/s/ Luo Guo Rui	 
	 	Name: Luo Guo Rui	 
	 	Title: Director	 
	 	 	 
	RIPE WISDOM LTD.	 
	 	 	 
	By:	/s/ Wang Shun Yang  	 
	 	Name: Wang Shun Yang  	 
	 	Title: Director