Exhibit 4.124


 


Tianjin Mammoth
Technologies Co., Ltd.


 


And


 


Bai Yanyan


 


And


 


Chen Wei


 





 



 


Shareholder
Agreement Regarding KongZhong Galaxy (Tianjin) Culture Media Co., Ltd.


  


 






 


January 12, 2015


 




     


     


    

 


TABLE OF CONTENT


 





	ARTICLE 1 PROFILE OF THE COMPANY	3
	 	 
	ARTICLE 2 PURPOSE AND BUSINESS SCOPE	3
	 	 
	ARTICLE 3 REGISTERED CAPITAL	4
	 	 
	ARTICLE 4 SHARE TRANSFER AND RELATED MATTERS	5
	 	 
	ARTICLE 5 OBLIGATIONS OF SHAREHOLDERS	6
	 	 
	ARTICLE 6 RIGHTS OF SHAREHOLDERS AND SHAREHOLDERS' MEETING	6
	 	 
	ARTICLE 7 BOARD OF DIRECTORS	9
	 	 
	ARTICLE 8 SUPERVISOR	11
	 	 
	CHAPTER 9 MANAGEMENT	12
	 	 
	ARTICLE 10 NON-COMPETITION COMMITMENT	13
	 	 
	ARTICLE 11 FINANCE, AUDIT, TAXES AND PROFIT DISTRIBUTION	13
	 	 
	ARTICLE 12 LIABILITIES FOR BREACH OF CONTRACT	14
	 	 
	ARTICLE 13 TERMINATION, ACQUISITION AND LIQUIDATION	15
	 	 
	ARTICLE 14 FORCE MAJEURE	16
	 	 
	ARTICLE 15 CONFIDENTIALITY	17
	 	 
	ARTICLE 16 DISPUTE SETTLEMENT	17
	 	 
	ARTICLE 17 EFFECTIVENESS; MISCELLANEOUS	18







 




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SHAREHOLDER
AGREEMENT


 


THIS SHAREHOLDER
AGREEMENT (hereinafter referred to as “this Agreement”) is entered into on January 12, 2015 in Beijing among the
following shareholders:


 


1. Tianjin
Mammoth Technologies Co., Ltd. ("Party A"), with its registered office at Room K2-5-403, Haitai Green Industrial
Base, Huayuan Industrial Park, Tianjin


 


2. Bai Yanyan
("Party B"), ID Card no.: 110108198408023715.


 


3. Chen Wei
("Party C"), ID Card no.: 110105197811120810.


 


(collectively
as "Parties" and each as "Party".)


 


The Parties
hereby enter into the following agreements regarding joint investment in and establishment of a film company, as well as executing
the Articles of Association of KongZhong Galaxy (Tianjin) Culture Media Co., Ltd. ("Articles of Association")
based on this Agreement:


 


ARTICLE 1
PROFILE OF THE COMPANY


 


1.1 Name and
Address of the Company


 


Company Name:
KongZhong Galaxy (Tianjin) Culture Media Co., Ltd. ("Company") (subject to the final registration with the administration
for industry and commerce). Registered Office: Sino-Singapore Tianjin Eco-City


 


1.2 Type of
Company and Limited Liability


 


The Company
is a company of limited liability, and is liable for its debts limited by all its assets. Each Party is liable to the Company to
the extent of his/her/its subscribed capital contribution.


 


ARTICLE 2
PURPOSE AND BUSINESS SCOPE


 


2.1 Purpose


 


The purpose
of the Company is to make joint investment in production and distribution of films and TV plays, based on the principles of voluntariness,
equality, cooperation and good faith, and by giving full play to the advantage of the Parties in their resources and experience.


 


2.2 Business
Scope


 


The business
scope of the Company shall include (subject to the final registration with the administration for industry and commerce): production,
reproduction and distribution of features, columns, variety shows, animations, radio plays and TV plays (the term indicated in
the Radio and TV Program Production and Operation License shall prevail); general business operations: investment and management
of films and TV plays, and lease of costumes and props for films and TV plays; lease of film and TV equipment; film and TV culture
information consulting; corporate image planning; convention and exhibition services; ceremonial services; services of photographers
and cameramen; design, production, agency and posting of various indoors and outdoors advertisements, film and TV advertisements;
casting agency; software design and development; import and export; all other lawful business operations not required for review
and approval.


 






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ARTICLE 3
REGISTERED CAPITAL


 


3.1 Registered
Capital


 


The registered
capital of the Company shall be RMB Fifty Million Yuan Net (RMB 50,000,000).


 


3.2 Subscribed
Capital Contribution


 


Capital Contribution
of Each Party:


 


	Investor	 	Capital

 Contribution	 	Form of

 Contribution	 	Date of Payment	 	Shareholding %
	Party A	 	RMB 17,500,000	 	Cash	 	
        Payment in two installments

        1st installment: RMB 1,750,000, to
        be paid on or before January 30, 2015

        2nd installment RMB 15,750,000, to
        be paid within 2 years after the Company is incorporated
	 	35%
	 	 	 	 	 	 	 	 	 
	Party B	 	RMB 16,250,000	 	Cash	 	
        Payment in two installments

        1st installment: RMB 1,625,000, to
        be paid on or before January 30, 2015

        2nd installment RMB 14,625,000, to
        be paid within 2 years after the Company is incorporated
	 	32.5%
	 	 	 	 	 	 	 	 	 
	Party C	 	RMB 16,250,000	 	Cash	 	
        Payment in two installments

        1st installment: RMB 1,625,000, to
        be paid on or before January 30, 2015

        2nd installment RMB 14,625,000, to
        be paid within 2 years after the Company is incorporated
	 	32.5%
	 	 	 	 	 	 	 	 	 
	Total	 	RMB 50,000,000	 	——	 	——	 	100%


			



 


3.3 Paid-in
Capital


 


Each Party shall
fully pay his/her/its subscribed capital contribution in accordance with the Company Law, the Company Registration Regulations
and the provisions of this Agreement. After the Company is incorporated, the Company shall issue a Certificate of Capital Contribution
to each Party.


 






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3.4 Representations
and Warranties


 


Each Party hereby
represents and warrants to other Parties that:


 


(1) Legal Status
and Capacity. He/she/it has full and independent legal status and capacity to execute, deliver and perform this Agreement, and
is able to independently participate in any legal action as a party. His/her/its execution of this Agreement and performance of
obligations hereunder will not violate any applicable law, regulation or government order, or conflict with any contract or agreement
to which he/she/it is a party or his/her/its assets are bound.


 


(2) Lawful Investment.
The source of the capital contribution to subscribe the shares of the Company hereunder is lawful, and he/she/it has sufficient
capacity to pay the capital contribution to the Company in accordance with the terms and conditions of this Agreement.


 


3.5 Articles
of Association


 


When this Agreement
is being executed, each Party shall also execute the Articles of Association of the Company according to the form of Appendix 1
attached hereto. If any matter is not provided in the Articles of Association or any provisions thereof conflicts with any provisions
of this Agreement, the provisions of this Agreement shall prevail.


 


ARTICLE 4
SHARE TRANSFER AND RELATED MATTERS


 


4.1 Share Transfer


 


Unless it is
otherwise agreed herein, during the existence of the Company, without Party A's prior written consent, Party B and Party C shall
not:


 


(1) Set any
pledge or any other encumbrance on his/her shares in the Company;


 


(2) Sell, transfer
or otherwise dispose of any of his/her shares in the Company or any interest therein to any third party; or


 


(3) Enter into
any agreements or arrangement (including but not limited to voting trust or delegation) with any third party in respect of his/her
voting shares in the Company.


 


4.2 Party A's
Option


 


(1) Within three
years after the Company is incorporated, Party A may exercise its option to purchase 16% shares of the Company held by Party B
and Party C. If Party A decides to purchase 16% shares of the Company held by Party B and Party C, Party B and Party C shall transfer
their 16% shares of the Company to Party A in proportion to their shares respectively, at the following price:


 


Transfer price
of 16% shares of the company = 7 times of the net profit of the Company in the previous year X 16%, where the net profit shall
be amount determined in the tax filing form in Mainland China.


 


The shares to
be purchased by Party A through exercising its option are limited to 16%. If the shares to be purchased by Party A are less than
16%, the transfer price shall be equal to 7 times of the net profit of the Company in the previous year multiplied by the actual
proportion of shares to be purchased.


 


If the Company
issues any option, warrant, right to increase capital or any other rights convertible to the shares of the Company, Party A shall
have the priority to subscribe such issued option, warrant, right to increase capital or any other rights convertible to the shares
of the Company at its proportion of shares in the Company.


 






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(2) Cooperation
and Assistance


 


Party B and
Party C hereby agree to give necessary assistance in the processes of approval and registration of change relating to the change
of shares mentioned above, including execution of necessary documents (including the letter of consent for transfer of shares signed
by the shareholders, new shareholder agreement, and new articles of association of the Company) and provisions of other documents
required by the administration for industry and commerce or other authorities.


 


ARTICLE 5
OBLIGATIONS OF SHAREHOLDERS


 


5.1 Party A’s
Obligations


 


In addition
to other obligations hereunder, Party A shall also perform the following obligations:


 


(1) Actively
cooperate with Party B and Party C, and assist in the registration of the Company with the administration for industry and commerce;


 


(2) Pay its
capital contribution according to this Agreement.


 


5.2 Obligations
of Party B and Party C


 


In addition
to other obligations hereunder, Party B and Party C shall also perform the following obligations:


 


(1) Apply to
the administration for industry and commerce to register the Company, and obtain the business license of the Company from the administration
for industry and commerce;


 


(2) Pay its
capital contribution according to this Agreement.


 


(3) Apply for
and obtain various licenses and permits for the Company.


 


Party B and
Party C shall obtain all qualification certificates and permits required for valid existence and lawful business operation of the
Company, including but not limited to ensuring and procuring the Company to obtain the following certificates and permits:


 


(a) Within one
(1) month after the Company is incorporated, obtain the tax registration certificate, certificate of organization code, bank account
opening permit, social insurance registration certificate, and statistics registration certificate;


 


(b) Within three
(3) months after the Company is incorporated, obtain the Radio and TV Program Production and Operation License and the Film Shooting
and Production License;


 


(c) Prior to
production of the TV plays by the Company, obtain the TV Play Production License (Class B); prior to public screening of the Company's
film, obtain the Film Public Screening License; and when the Company satisfies the conditions, obtain the TV Play Production License
(Class A) and the Film Distribution License.


 


ARTICLE 6
RIGHTS OF SHAREHOLDERS AND SHAREHOLDERS' MEETING


 


6.1 Voting Right


 


Unless otherwise
agreed herein, the shareholders of the Company may exercise their voting rights at the shareholders' meetings in proportion to
their shares respectively, unless it is otherwise provided in the Articles of Association.


 






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6.2 Powers of
the Shareholders' Meeting


 


The shareholders'
meeting is the authority of the Company, and may exercise the following powers according to the Company Law of the People's Republic
of China and the Articles of Association of the Company:


 


(1) To decide
the Company's operation strategies, investment plans business scope and primary business;


 


(2) To elect
and replace the Company's directors and the supervisors, and determine their remuneration;


 


(3) To review
and approve the reports of the board of directors;


 


(4) To review
and approve the reports of the board of supervisors or the supervisor;


 


(5) To review
and approve the Company's annual financial budget and final accounts;


 


(6) To review
and approve the Company's plans of profit distribution and loss recovery;


 


(7) To make
the resolution regarding increase or reduction of the Company’s registered capital;


 


(8) To make
the resolution regarding issuance of the Company's bonds;


 


(9) To make
the resolution regarding merger, division, dissolution, liquidation or change of corporate form of the Company;


 


(10) To amend
the Articles of Association of the Company;


 


(11) To change
the accounting policy, financial and accounting rules or regulations of the Company or its subsidiary;


 


(12) To make
the resolution regarding provisions of any security by the Company to any shareholders;


 


(13) To appoint
or dismiss the Company's general manager and chief financial officer, and determine their remuneration; to commit or implement
any stock incentive plan for the benefits of the Company's directors, officers, employees and consultants;


 


(14) To amend
the Articles of Association of the Company;


 


(15) To grant
any right with higher priority than that of Party A's to any other shareholders or investors, or establish any classes of shares
with higher priority;


 


(16) To declare
dividends or bonus to shareholders;


 


(17) To change
the Company's primary business, or operate any business beyond the primary business;


 


(18) To divide
the Company, or merge the Company with any third party, or acquire assets or business of any third party, or establish any subsidiary
or branch;


 


(19) To enter
into financial cooperation with Party A's competitors;


 


(20) To add
or reduce the number of directors of the Company;


 


(21) To make
any resolution regarding transfer of shares in the Company or its subsidiary, or any other matter which causes change of more than
50% (inclusive) voting rights in the shareholders' meeting, or causes change of control of the Company or its subsidiary;


 


(22) To decide
to establish any participating or holding subsidiary, joint venture or partnership which is directly or indirectly held or controlled
by the Company, or transfer, increase capital or otherwise dispose of the Company's investment therein;


 






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(23) To decide
any borrowing or loan by or for the Company or its subsidiary out of the normal business course of the Company;


 


(24) To set
or provide any mortgage, pledge or any other security upon any property or rights held by the Company or its subsidiary;


 


(25) To transfer
or sell the Company's (a) any intellectual property with the value of more than RMB 50,000 (inclusive); or (b) any other intellectual
property relating to the Company's primary business, or set any security on such intellectual property; and


 


(26) Other matters
requiring resolution of the shareholders' meeting under the laws, regulations or the Company's Articles of Association.


 


6.3 Resolutions
of the Shareholders' Meeting


 


All resolutions
made by the shareholders’ meeting of the Company must be passed only with the affirmative votes from the shareholders representing
2/3 or more of voting rights at a duly convened shareholders' meeting. If any resolution involves related transaction, the related
shareholders shall withdraw from the voting. The resolutions regarding the following matters must be passed only with the consent
of Party A: to accept any investment or change the shareholding structure by the Company; to enter into equity and debt financing;
and to amend the Articles of Association.


 


6.4 Shareholders'
Meetings


 


All shareholders'
meetings shall comply with the following provisions:


 


(1) The shareholders'
meetings include regular meetings and extraordinary meetings. The regular meetings shall be timely held in accordance with the
Articles of Association. Where an extraordinary meeting is proposed by the shareholders representing 1/10 or more of the voting
rights, or by 1/3 or more of the directors or supervisors, the extraordinary meeting shall be held;


 


(2) When convening
a shareholders’ meeting, a written notice shall be sent to all shareholders at least 15 days prior to the meeting by the
convener. A shareholders' meeting may be effectively held only when the shareholders representing at least 2/3 of all voting rights
of the Company attend the meeting, and the shareholders may vote at the shareholders' meeting in proportion to their capital contribution
respectively. Where a shareholder is unable to attend the shareholders' meeting, he/she/it may, by a written proxy, delegate another
person to attend the meeting for his/her/its behalf, and the proxy may duly exercise the powers stated in the written proxy;


 


(3) The shareholders'
meetings shall be convened and presided over by the chairman of the board of directors. Where the chairman is unable to convene
and preside over a meeting, the majority of directors shall jointly elect a director to convene and preside over the meeting. Where
the board of directors is unable to or fails to perform its duty for convening a shareholders’ meeting, the meeting shall
be convened and presided over by the supervisor. Where the supervisor is unable to or refuses to convene and preside over the meeting,
the shareholders representing more than 1/3 of the voting rights may convene and preside over the meeting;


 


(4) Notwithstanding
any other provisions hereof, where any matter to be resolved is agreed by the Company's shareholders in writing, the resolution
may be directly adopted without convening a shareholders' meeting, provided that the resolution shall be signed by all shareholders;


 


(5) The reasonable
traveling and accommodation costs incurred from attendance of any shareholders' meeting by the shareholders or their representatives
shall be borne by the Company.


 






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ARTICLE 7
BOARD OF DIRECTORS


 


7.1 Composition
of the Board of Directors


 


(1) The Company's
board of directors will be composed of 3 directors, including one chairman.


 


(2) The term
of each directors shall be three years. Upon expiry of his/her term, the director may serve another term if reappointed.


 


(3) Each Party
may appoint one director, and Bai Yanyan shall serve as the chairman. In case of any inconsistence between Article 6.2 hereof or
the provisions of the Articles of Association regarding appointment of the directors and the chairman and this Article 7.1(3),
this Article 7.1(3) shall prevail.


 


7.2 Powers of
the Board of Directors


 


The board of
directors is accountable to the shareholders' committee, and shall exercise the following powers:


 


(1) To convene
the shareholder's meetings and report to the shareholder’s meeting;


 


(2) To implement
the resolutions of the shareholders' meeting;


 


(3) To establish
the operation plans and investment plans of the Company;


 


(4) To prepare
the annual financial budget and final accounts of the Company;


 


(5) To prepare
the plans for profit distribution and loss recovery of the Company;


 


(6) To prepare
the plans for increase or reduction of registered capital of the Company, and issuance of the Company's bonds;


 


(7) To prepare
the plans for merger, division, dissolution or change of corporate form of the Company;


 


(8) To decide
the setup of the internal management organs of the Company;


 


(9) To establish
the fundamental management system and financial approval process of the Company;


 


(10) To appoint
and dismiss the Company's external auditor;


 


(11) To appoint
and dismiss the Company's appraiser;


 


(12) To review
and approve the related transactions between the shareholders, directors and officers;


 


(13) To review
and approve the transfer, pledge and license of the Company's trademark, domain name, software, copyright and patent with the amount
of less than RMB 50,000;


 


(14) To enter
into any unusual transaction with total amount of more than RMB 50,000, or incur any unusual debt with total amount of more than
RMB 50,000;


 


(15) To enter
into any new contract with an amount or would cause any liability to the Company of more than RMB 50,000;


 


(16) To make
any expenditure with single payment or aggregate payments of more than RMB 50,000 in every month out of the normal business course
or beyond the approved financial budget;


 


(17) To increase
the remuneration of any officers of the Company whose monthly salary is more than RMB 20,000, and the increment is more than 15%
in any 12 months' period;


 


(18) To acquire
or dispose of any main assets of the Company with single or aggregate value of more than RMB 50,000;


 






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(19) To file
any action which would change the rights, obligations or responsibilities of any shareholder, or dilute the shareholding percentage
of any shareholder;


 


(20) To make
any expenditure which is more than 5% of the approved annual budget;


 


(21) To propose
the Company's listing plan;


 


(22) Any other
matters which would have material effect on the production, operation and assets of the Company;


 


(23) To appoint
or dismiss any officers of the Company, or decide or change the remuneration or employment contract between the Company and any
officers or any founding shareholders. For the purpose of this Item (23), an officer shall refer to any employees at the level
of vice president or above of the Company, but excluding general manager and chief financial officer;


 


(24) To adopt
or change the Company's bonus or profit distribution plan or program, or grant an option to any employee or change the provisions
of an option agreement under the employee stock incentive plan or program;


 


(25) To acquire
any single investment or incur any single debt of more than RMB 50,000 by the Company or its subsidiary in any fiscal year, which
is not expressly approved in the quarterly or semiannual financial plan adopted by the Company's board of directors (including
Party A's director);


 


(26) To establish
or change any annual budget (which shall include the budget for the Company's remuneration plan) and external investment plan;


 


(27) To declare
or pay any interest or profit distribution, or change the Company's dividend policy;


 


(28) To appoint
or change the auditor of the Company or its subsidiary;


 


(29) Other matters
requiring resolution of the board of directors under the laws, regulations or the Company's Articles of Association.


 


7.3 Meetings
of the Board of Directors


 


(1) All resolutions
of the board of directors must be adopted only with the affirmative votes of 2/3 or more of all directors of the Company (must
include Party A's director) at the duly convened meetings of the board of directors. Any meeting of the board of directors that
involves any fund or finance shall be attended by the chief financial officer, and the board of directors shall listen to the opinion
of the chief financial officer before they vote for the resolution.


 


(2) The quorum
of the meeting of the board of directors shall be three directors who attend the meeting in person or by proxy.


 


(3) Unless it
is waived by all directors in writing, the notice of each meeting of the board of directors shall be sent to all directors and
supervisors at least five days prior to the scheduled date of the meeting.


 


(4) If a director
is unable to attend a meeting of the board of directors, he/she may, by a written proxy, appoint another person to attend the meeting
for and on his/her behalf. The proxy attending the meeting on behalf of a director shall only exercise the powers of the director
within the scope of authorization.


 


(5) At any meeting
of the board of directors, each director or his/her proxy shall have one vote for each matter to be decided by the board of directors.


 


(6) The board
of directors shall hold meetings twice every year. The meetings of the board of directors shall be convened and presided over by
the chairman of the board of directors. Where the chairman is unable to or refuses to perform his/her duty, the majority of directors
shall jointly elect a director to convene and preside over the meetings. With a proposal by the chairman or 1/3 or more of all
directors, an extraordinary meeting may be convened.


 






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(7) The expenditures
of the board of directors shall be listed and disbursed separately. The traveling and accommodation costs incurred from attendance
of the meetings of the board of directors by each director or his/her representative shall be borne by the Company, provided that
such costs conform to the internal management policy of the Company.


 


(8) Notwithstanding
any other provisions hereof, the meetings of the board of directors may be held by conference call, electronic or any other means
of instant messaging nature.


 


7.4 Powers of
the Chairman


 


The chairman
of the board of directors may exercise the following powers:


 


(1) To preside
over the shareholders' meetings, and to convene and preside over the meetings of board of directors;


 


(2) To implement
the resolutions of the shareholders' meeting;


 


(3) To supervise
and inspect the implementation of the resolutions of the board of directors;


 


(4) To sign
the Certificate of Capital Contribution;


 


(5) To sign
the important documents of the board of directors, and exercise other powers to be exercised by the legal representative of the
Company;


 


(6) Other powers
granted by the board of directors.


 


ARTICLE 8
SUPERVISOR


 


8.1 Supervisor


 


(1) The Company
will not set up a board of supervisors, but shall have one supervisor, who shall be appointed by Party B and Party C.


 


(2) The supervisor
shall serve a term of three years, and upon expiry of his/her term, he/she may be reappointed.


 


(3) No director
or officer may serve as the supervisor concurrently.


 


8.2Powers of
the Supervisor


 


The supervisor
shall be responsible to the shareholders’ meeting, and may exercise the powers provided in the Company Law of the People's
Republic of China. The particulars are as follows:


 


(1) To inspect
the Company's financial status;


 


(2) To supervise
the performance of duties by the Company's directors and officers, and propose dismissal of any director or officer who violates
any law, administrative regulation, the Company's Articles of Association or any resolution of the shareholders' meeting;


 


(3) To demand
remedies from the directors or officers when the acts of such directors or officers are harmful to the Company’s interests;


 


(4) To propose
any extraordinary shareholders' meeting, and convene and preside over the shareholders' meeting when the board of directors fails
to convene and preside over the shareholders' meeting according to law;


 






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(5) To lodge
any proposals to the shareholders' meetings;


 


(6) Other powers
granted by the Company's Articles of Association.


 


CHAPTER 9
MANAGEMENT


 


9.1 Management


 


(1) The Company's
management shall be composed of one general manager, one chief financial officer and several departmental managers. The general
manager shall be appointed by Party B and Party C, and the chief financial officer shall be appointed by Party A, each with a term
of three years. The general manager, chief financial manager and other departmental managers may be reappointed.


 


(2) The Company's
management shall be responsible for all routine operations and management activities of the Company.


 


(3) The general
manager, on behalf of the management, shall submit a written report regarding the matters within the scope authorized by the board
of directors, to the board of directors every half of a year. The chief financial officer shall directly report to the general
manager and the board of directors.


 


9.2 Authority
of the Management


 


(1) To take
charge of the business operation and management of the Company, and organize to implement all resolutions of the board of directors;


 


(2) To organize
to implement the annual business plans and investment plans of the Company;


 


(3) To organize
to prepare the annual budget and final accounts of the Company, the plan for proportion of withdrawing three reserve funds of the
Company, and the annual profit distribution plan and the loss recovery plan of the Company, and submit them to the board of directors
for approval;


 


(4) To organize
to prepare the business strategy and investment program of the Company, and submit them to the board of directors for approval;


 


(5) To organize
to prepare the Company’s financial and accounting systems, and submit them to the board of directors for approval;


 


(6) To organize
to prepare the annual business report and annual financial report of the Company, and submit them to the board of directors for
approval;


 


(7) To organize
to establish the Company’s organizational structure of the management as well as the duties of each department in accordance
with the Company's Articles of Association, and submit them to the board of directors for approval;


 


(8) To appoint
and dismiss any executive of the Company other than the officers that must be nominated by the board of directors, and determine
the role, scope of authority, salary and benefits of all employees other than the officers whose role, scope of authority, salary
and benefits shall be determined by the board of directors; and


 


(9) Other matters
to be decided and handled by the management according to this Agreement.


 






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ARTICLE 10
NON-COMPETITION COMMITMENT


 


10.1 Non-competition
Commitment


 


Party B and
Party C hereby undertake that, as of the date of incorporation of the Company, unless the Company acts as the direct or indirect
investor, their spouse and their immediate relatives ("Non-competition Obligor"), and other business entities controlled
or interested in by any Non-competition Obligor, will not, singularly or jointly with any third party, or through or on behalf
of any third party, directly or indirectly engage in or be involved in any business which is being engaged by the Company, or any
business or activity competing or conflicting with the business of the Company ("Competing Business"), or has any financial
interest in any Competing Business, or any person or entity who is engaging in any Competing Business. "Immediate Relatives"
mentioned above shall refer to Party B's or Party C's spouse, or his/her or his/her spouse's parents, grandparents, children, grandchildren,
siblings, uncles, aunts, nephews and nieces.


 


ARTICLE 11
FINANCE, AUDIT, TAXES AND PROFIT DISTRIBUTION


 


11.1 Accounting
System


 


(1) Under the
supervision of the general manager, the chief financial officer shall manage the financial affairs of the Company.


 


(2) The Company
shall use the calendar year as its accounting year, i.e. from January 1 to December 31 of each year. The Company's first accounting
year shall be from the date of incorporation of the Company to December 31 of that year.


 


(3) The Company
shall adopt Renminbi as the accounting currency. The management shall draft the Company's accounting policies and procedures in
accordance with the laws of China, and submit them to the board of directors for approval.


 


11.2 Access
to the Accounts


 


(1) The Parties
shall have sufficient and equal opportunity to access to the Company's accounts. Any Party may appoint his/her/its auditor to audit
the Company's accounts. The auditor shall be granted an access to all financial records of the Company, and shall keep confidentiality
of all audited documents and files.


 


(2) Party B
and Party C shall guarantee and procure the Company to prepare and timely provide the Parties with the following documents, so
that the Parties will be continuously informed of the Company's financial performance:


 


(i) within forty
five (45) days after the end of a year, provide the Parties with the annual financial budget and financial statements;


 


(ii) within
fifteen (15) days after the end of a quarter or month, provide the Parties with the quarterly or monthly management financial statements;
and


 


(iii) at least
fifteen (15) days prior to the start of a quarter, provide the Parties with the quarterly financial prediction.


 


Such statements
and prediction shall at least include: balance sheet, profit and loss statement, cost statement, cash flow statement, and foreign
exchange funds statement.


 


11.3 Audit


 


Subject to the
approval of the board of directors, the Company shall appoint an accountants' firm as its independent auditor to audit the Company's
annual report, and the accountants' firm shall report to the general manager and the chief financial officer. At all events, after
the financial statements are approved by these officers, the Company shall, within forty five (45) days after the end of an accounting
year, timely submit a copy of the Company's annual report and the audit report issued by the independent auditor to the Parties
and all members of the board of directors.


 






    13 


     


    

 


11.4 Taxes


 


The Company
shall pay all taxes according to the applicable laws, and is entitled to the favorable tax treatment under the applicable laws.


 


11.5 Profit
Distribution


 


The Company
shall begin to calculate the distributable profit from the date of its incorporation, and the distributable profit shall be distributed
among the Parties to the proportion of their capital contribution respectively (including the changed proportion of capital contribution
with the consent of the Parties), unless it is otherwise provided in the Articles of Association. The distributable profit shall
be distributed among the Parties with a prior resolution of the board of directors, and each Party shall pay the taxes according
to the applicable laws.


 


ARTICLE 12
LIABILITIES FOR BREACH OF CONTRACT


 


12.1 Late Payment
of Registered Capital


 


(1) If any Party
fails to fully pay any of the following amounts, it shall be deemed as a breach:


 


(i) Any portion
of the registered capital subscribed by him/her/it hereunder; or


 


(ii) Any portion
of the increased registered capital subscribed by him/her/it as approved by the shareholders' meeting.


 


(2) The Non-breaching
Party may send a written notice to the Breaching Party, demanding it to make remedy within 30 days upon receiving the notice, and
claim the damages against the Breaching Party according to Article 12.3 hereof. If the Breaching Party fails to make remedy within
the period specified in the notice and the Parties fail to agree on any other solution, the Non-breaching Party may send a termination
notice to the Breaching Party according to Article 13.3, subject to the applicable laws.


 


12.2 Other Breaches


 


Any Party fails
to perform any obligations hereunder shall constitute a breach of this Agreement, and the Non-breaching Party may send a written
notice demanding the Breaching Party to make remedy. If the Breaching Party fails to make remedy within 30 days upon receiving
the notice, the Non-breaching Party may claim damages against the Breaching Party. If the breach constitutes a substantial and
material breach of this Agreement which cannot be remedied, or the breach is not effectively remedied within 60 days after the
Non-Breaching Party sends a breach notice, the Non-Breaching Party may send a termination notice to the Breaching Party according
to Article 13.2 hereof.


 


12.3 Indemnification


 


Unless it is
otherwise agreed herein, any Party shall be entitled to the compensation for its direct damages arising from the breach of the
Breaching Party. "Direct Damages" shall refer to all damages directly suffered by a Party arising from the breach of
another Party, including the diminution of existing interest due to the breach, but excluding loss of anticipated interest (i.e.
indirect damages), notwithstanding any other provision hereof to the contrary. However, such compensation shall be limited to the
losses foreseen or should have been foreseen by the Breaching Party when this Agreement is entered into.


 






    14 


     


    

 


12.4 Exemption


 


If a Party proves
that his/her/its failure to perform any obligation hereunder is caused by any event of force majeure or the breach of any other
party, it will not constitute a breach.


 


ARTICLE 13
TERMINATION, ACQUISITION AND LIQUIDATION


 


13.1 Termination


 


(1) Upon occurrence
of any of the following circumstances, the Company may be terminated with the consent of the Parties:


 


(i) The Company
cannot continue its business operation due to any material loss;


 


(ii) Any force
majeure which was unforeseeable on the date of this Agreement and which persists more than 60 days, and thus the Company is difficult
to continue its incorporation or operation;


 


(iii) The Company
fails to achieve its business objectives and has no prospect of future development;


 


(iv) It is difficult
to raise the funds required the business operation of the Company not due to any reason of any Party, and the funds are not raised
for more than 3 months.


 


(2) Upon occurrence
of any of the following circumstances before expiry of the term of this Agreement, this Agreement shall be terminated immediately:


 


(i) The Company
becomes bankrupt;


 


(ii) The Company's
business license is suspended by the administration for industry and commerce.


 


13.2 Termination
by Any Party


 


(1) Upon occurrence
of any of the following circumstances, either Party may terminate this Agreement by sending a written notice to other Parties ("Termination
Notice"):


 


(i) Any Party
delays to pay his/her/its subscribed capital contribution, which constitutes a breach under Article 12.1, and another Party may
send a termination notice to the Party according to Item (2) of Article 12.1;


 


(ii) Any Party
commits any substantial, material and irremediable breach, or commits any remediable breach but fails to make remedy within 60
days upon receiving a written notice from the Non-Breaching Party;


 


(iii) In accordance
with Article 14 hereof, any Party is unable to perform all or part of his/her/its obligations hereunder due to any event of force
majeure, which causes material adverse effect on the Company's operation and the effect lasts more than 60 days.


 


(2) Consequence
of Termination Notice


 


If any Party
sends the termination notice to terminate this Agreement according to Item (1) of this Article 13.2, the Parties shall take efforts
to negotiate and make a settlement. If within 90 days after the termination notice is sent:


 


(i) The Parties
fail to enter into a written agreement regarding the continued performance of this Agreement; and


 


(ii) The Parties
fail to enter into a written agreement regarding the Termination Purchase under Item (3) of this Article 13.2,



 






    15 


     


    




 


then it shall
be deemed that each Party and his/her/its appointed director have agreed to terminate this Agreement and dissolve the Company.
They shall immediately submit an application for termination and dissolution to the competent authority thereafter.


 


(3) Termination
Purchase


 


(i) If any Party
sends the termination notice according to Item (1) of this Article 13.2, and the Parties fail to enter into a written agreement
regarding continued performance of this Agreement within 30 days upon receiving the termination notice, the Parties shall start
to negotiate the purchase of the Company's shares among the Company's shareholders ("Termination Purchase").


 


(ii) If the
Parties enter into an agreement regarding the Termination Purchase, they shall execute a Share Purchase Agreement subject to the
applicable laws, and shall assist the Company in applying for the registration of change with the administration for industry and
commerce. If the Parties fail to execute the Share Transfer Agreement within 90 days after the Termination Notice is sent, the
Company shall immediately apply to the competent authority for termination of this Agreement and dissolution of the Company.


 


13.3 Liquidation


 


(1) Upon expiration
or termination of the operation term of this Company, the Company's assets shall be liquidated according to the applicable laws.


 


(2) The liquidation
committee shall be composed of three members, and each Party shall appoint one member. The members of the liquidation committee
can (but not necessarily) be the Company's directors or executives. The liquidation committee may hire any Chinese practicing lawyer,
accountant or other professional consultants to assist the liquidation committee. The Parties further agree that if any Party fails
to appoint a member to form the liquidation committee within 15 days after the Company decides to liquidate its assets, the other
Parties may appoint all members of the liquidation committee.


 


(3) The liquidation
committee shall make a thorough inventory of the Company's assets and liabilities, and prepare a liquidation plan based thereon.
If the plan is approved by the board of directors, it shall be implemented under the supervision of the liquidation committee.


 


(4) When it
is preparing and implementing the liquidation plan, the liquidation committee shall take all efforts to auction or sell the Company's
assets to any third parties at the price as high as possible, and realize the Company's claims against any third parties.


 


(5) The liquidation
costs, including the enumeration for members of the liquidation committee, lawyers and accountants, shall be paid from the Company’s
assets in priority over the claims of other creditors.


 


(6) After all
outstanding debts and costs of the Company are discharged and paid, the remaining assets (if any) shall be distributed among the
Parties in proportion to their capital contribution to the Company respectively.


 


ARTICLE 14
FORCE MAJEURE


 


14.1 Force Majeure


 


(1) For the
purpose of this Agreement, "Event of Force Majeure" shall refer to any objective circumstance which occurs after the
effective date of this Agreement, which is unforeseeable, inevitable or controllable, or foreseeable but inevitable and controllable,
and which causes any Party unable to perform this Agreement or any part hereof, including enactment of any law or regulation which
impedes the incorporation of the Company.


 






    16 


     


    

 


(2) If any Party
is unable to perform his/her/its obligations hereunder or any part thereof due to any Event of Force Majeure, the Party shall have
right to terminate the performance of the obligations hereunder.


 


14.2 Notice
of Force Majeure


 


(1) The Party
alleging the Event of Force Majeure shall promptly, but not later than five days, send a written notice to other Parties after
he/she/it becomes aware of the event.


 


(2) Upon occurrence
of any Event of Force Majeure, each Party shall be responsible for his/her/its own damages caused by the event.


 


14.3 Responsibility
for Mitigation of Losses; Negotiation


 


(1) The Party
affected by the Event of Force Majeure shall take all reasonable actions to reduce the effect of the event, including reasonable
costs and expenses would be incurred from such actions. The Parties shall timely negotiate, determine and implement the remedial
measures and reasonable alternatives to eliminate the effect of the event, and shall take reasonable actions to minimize the damages
to each Party caused by the event.


 


(2) The Party
alleging the Event of Force Majeure shall resume his/her/its performance of this Agreement as soon as possible after the event
is eliminated.


 


14.4 Termination
Due to Force Majeure


 


If any Event
of Force Majeure prevents any Party from performing his/her/its obligations hereunder for more than 60 days continuously from the
date of occurrence of such event, and it causes any adverse effect on the normal establishment and operation of the Company, any
other Party may send a Termination Notice to the Party affected by the Event of Force Majeure according to Article 13.3 hereof,
and terminate this Agreement according to the procedures provided in Article 13.3.


 


ARTICLE 15
CONFIDENTIALITY


 


15.1 Limitation
on Disclosure


 


All provisions
and the existence of this Agreement are confidential information. Any Party shall not disclose such information to any third party,
except those officers, directors, employees, agents and professional consultants involving in this project, or unless the applicable
laws requires the Party to disclose any information about this Agreement to the government, the public or the shareholders, or
file a copy of this Agreement with the relevant authority.


 


15.2 Article
15.1 shall survive after change, revocation or termination of this Agreement.


 


ARTICLE 16
DISPUTE SETTLEMENT


 


16.1 Governing Law



This Agreement shall be governed by and construed in accordance with the applicable laws of the People’s Republic of China.


 


16.2 Arbitration


 


(1) Any dispute
arising out of or in connection with the interpretation or performance of this Agreement shall be submitted to Beijing Arbitration
Committee for arbitration in accordance with its then effective rules.


 






    17 


     


    

 


(2) The arbitration
shall be conducted by one arbitrator. If the Parties fail to reach an agreement on appointment of the arbitrator, the arbitrator
shall be appointed by the arbitral tribunal and shall serve as the chief arbitrator.


 


(3) The arbitral
award shall be final and binding on the Parties. The costs of arbitration, authentication, investigation and attorney's fee shall
be borne by the losing party.


 


(4) During the
course of dispute settlement and arbitration, all provisions of this Agreement (other than those involved in the dispute and arbitration)
shall remain full force and effect, and shall be performed by the Parties continuously.


 


ARTICLE 17
EFFECTIVENESS; MISCELLANEOUS


 


17.1 Effective
Date


 


This Agreement
shall become effective when it is duly executed by the Parties on the date indicated first above.


 


17.2 Waiver


 


No failure of
any Party in exercise of any right, power or privilege hereunder shall be deemed as a waiver of such right, power or privilege,
and no single or partial exercise of any right, power or privilege by any Party shall preclude the Party from further exercise
of such right, power or privilege, or any other right, power or privilege hereunder.


 


17.3 Notice


 


(1) All notices
among the Parties may be sent by personal delivery, airmail, fax or email. The Parties shall indicate the their address, fax number,
phone number and contact to receive notices in writing in this Agreement as follows:


 


Party A: Tianjin
Mammoth Technologies Co., Ltd.


 


Mailing Address:
35/F, Tengda Building, No.168, Xi Zhi Wai Da Jie, Beijing


 


Tel.: 88576000


 


Party B: Bai
Yanyan


 


Mailing address:
#616-618, No.22 Yuan Jie Art Zone, No.32 Yard, Bai Zi Wan Road, Chaoyang District, Beijing


 


Tel.: 18888809


 


Party C: Chen
Wei


 


Mailing address:
Room 1002, Unit 3, No.2 Building, Phase 2, Jin Du Hang Cheng, Bai Zi Wan Road, Chaoyang District, Beijing


 


Tel.: 13810666688


 






    18 


     


    

 


(2) All notices
shall be deemed as duly served on the following dates by the following means (whether they are signed by the addressee for receipt):


 


(i) If by personal
delivery, on the date of delivery;


 


(ii) If by mail,
the 7th day after the postage is paid (i.e. the 7th day after the postmark date);


 


(iii) If by
fax or email, the 1st day after the date of transmission.


 


(3) During the
term of this Agreement, any Party may at any time change his/her/its notice address, contact, fax or email by sending a notice
to other Parties according to this Article 17.3.


 


17.4 Severability


 


The invalidity
of any provisions of this Agreement shall not prejudice the validity of any other provisions hereof.


 


17.5 Conflict


 


In case of any
conflict between any provisions of this Agreement and the Company's Articles of Association, the provisions of this Agreement shall
prevail.


 


17.6 Counterparts


 


This Agreement
shall be made and executed in three duplicate, one for each Party and each being of equal legal effect.


 


[THE REMAINDER
OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 




    19 


     


    

  


IN WITNESS
WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement on the date indicated
first above and at Haidian District, Beijing, the People's Republic of China.


 


Party A: Tianjin
Mammoth Technologies Co., Ltd. 


 


Seal: Tianjin
Mammoth Technologies Co., Ltd. (seal)


 


Party B: Bai
Yanyan


 


Signature: /s/
Bai Yanyan


 


Party C: Chen
Wei


 


Signature: /s/
Chen Wei


 




    	 	 



     


    

 


Appendix 1
to the Shareholder Agreement


 


Articles of
Association of KongZhong Galaxy (Tianjin) Culture Media Co., Ltd.


 


CHAPTER 1
GENERAL PROVISIONS


 


Article 1
The shareholders hereby establish these Articles of Association to jointly invest in and establish a company of limited liability
in accordance with the Company Law of the People's Republic of China and the applicable laws and regulations.


 


Article 2
If any provisions contained herein conflicts with any provisions of any law, regulation or rule, the provisions of the law, regulation
or rule shall prevail. If the shareholders agree on other provisions herein and such provisions are not against the laws, regulations
and rules, the provisions agreed by the shareholders shall prevail.


 


CHAPTER 2
NAME AND REGISTERED ADDRESS


 


Article 3
Company Name: KongZhong Galaxy (Tianjin) Culture Media Co., Ltd. (“Company”)


 


Article 4
The Company's registered office: Room [B802], [8th] Floor, Animation Building, No.126, Dong Man Zhong Road, Tianjin Eco-city


 


CHAPTER 3
BUSINESS SCOPE


 


Article 5
The Company's Business Scope:


 


Permitted business
operations: production, reproduction and distribution of features, columns, variety shows, animations, radio plays and TV plays
(the term indicated in the Radio and TV Program Production and Operation License shall prevail); general business operations: investment
and management of films and TV plays, and lease of costumes and props for films and TV plays; lease of film and TV equipment; film
and TV culture information consulting; corporate image planning; convention and exhibition services; ceremonial services; services
of photographers and cameramen; design, production, agency and posting of various indoors and outdoors advertisements, film and
TV advertisements; casting agency; software design and development; import and export; all other lawful business operations not
required for review and approval


 


(the business
scope mentioned above shall be subject to approval of the company registry)


 


CHAPTER 4
REGISTERED CAPITAL


 


Article 6
The Company's Registered Capital: RMB 50,000,000


 


CHAPTER 5
NAME OF SHAREHOLDERs; FORM, AMOUNT AND DATE OF CAPITAL CONTRIBUTION


 


Article 7
The Company is invested in and established by three shareholders. Name of the shareholders, form, amount and date of capital contributions
are listed below:


 


	Name of 
 Shareholders:	 	Subscription	 	 	Actual 
 Payment	 	 	Date of 
 Payment	 
	 	 	Amount of 
 Capital 
 Contribution 
 (RMB 10,000)	 	 	Form of 
 Contribution	 	Shareholding 
 Percentage
  (%)	 	 	Amount of 
 Capital 
 Contribution 
 (RMB 10,000)	 	 	 	 
	Tianjin Mammoth Technologies Co., Ltd.	 	 	1750	 	 	Cash	 	 	35	%	 			 	 			 
	Bai Yanyan	 	 	1625	 	 	Cash	 	 	32.5	%	 	 	 	 	 	 	 	 
	Chen Wei	 	 	1625	 	 	Cash	 	 	32.5	%	 	 	 	 	 	 	 	 



 






    	 	 



     


    

 


CHAPTER 6
ESTABLISHMENT, POWERS AND RULES OF PROCEDURES OF ORGANS


 


*Article 8 The
shareholders’ meeting is made up of all shareholders, and is the authority of the Company. The shareholders' meeting shall
exercise its powers according to Article 37 of the Company Law, including but not limited to:


 


(27) To decide
the Company's operation strategies, investment plans business scope and primary business;


 


(28) To elect
and replace the Company's directors and the supervisors, and determine their remuneration;


 


(29) To review
and approve the reports of the board of directors;


 


(30) To review
and approve the reports of the board of supervisors or the supervisors;


 


(31) To review
and approve the Company's annual financial budget and final accounts;


 


(32) To review
and approve the Company's plans of profit distribution and loss recovery;


 


(33) To make
the resolution regarding increase or reduction of the Company’s registered capital;


 


(34) To make
any resolution regarding issuance of the Company's bonds;


 


(35) To make
any resolution regarding merger, division, dissolution, liquidation or change of corporate form of the Company;


 


(36) To amend
the Company's Articles of Association;


 


(37) To change
the accounting policy, financial and accounting rules or regulations of the Company or its subsidiary;


 


(38) To make
any resolution regarding provisions of any security by the Company to any shareholders;


 


(39) To appoint
or dismiss the Company's general manager and chief financial officer, and determine their remuneration; to commit or implement
any stock incentive plan for the benefits of the Company's directors, officers, employees and consultants;


 


(40) To amend
the Company's Articles of Association;


 


(41) To grant
any right with higher priority than that of Shareholders Tianjin Mammoth Technologies Co., Ltd.'s to any other shareholders or
investors, or establish any classes of shares with higher priority;


 


(42) To declare
dividends or bonus to shareholders;


 


(43) To change
the Company's primary business, or operate any business beyond the primary business;


 


(44) To divide
the Company, or merge the Company with any third party, or acquire assets or business of any third party, or establish any subsidiary
or branch;


 


(45) To enter
into financial cooperation with Shareholders Tianjin Mammoth Technologies Co., Ltd.'s competitors;


 


(46) To add
or reduce the number of directors of the Company;


 






    	 	 



     


    

 


(47) To make
any resolution regarding transfer of shares in the Company or its subsidiary, or any other matters which causes change of more
than 50% (inclusive) voting rights in the shareholders' meeting, or causes change of control of the Company or its subsidiary;


 


(48) To decide
to establish any participating or holding subsidiary, joint venture or partnership which is directly or indirectly held or controlled
by the Company, or transfer, increase capital or otherwise dispose of the Company's investment therein;


 


(49) To decide
any borrowing or loan by or for the Company or its subsidiary out of the normal business course of the Company;


 


(50) To set
or provide any mortgage, pledge or any other security upon any property or right held by the Company or its subsidiary;


 


(51) To transfer
or sell the Company's (a) any intellectual property with value of more than RMB 50,000 (inclusive); or (b) any other intellectual
property relating to the Company's primary business, or set any security on such intellectual property; and


 


(52) Other matters
requiring resolution of the shareholders' meeting under the laws, regulations or the Company's Articles of Association.


 


Article 9
The first shareholders' meeting shall be convened and presided over by the shareholder with the largest share of capital contribution.


 


*Article
10 The shareholders shall exercise their voting rights at the shareholders' meetings in proportion to their shares respectively.


 


*Article
11 The shareholders’ meetings shall include regular meeting and extraordinary meeting. When convening a shareholders’
meeting, a notice shall be sent to all shareholders at least fifteen days in advance. Regular meetings shall be convened once every
12 months. Where an extraordinary meeting is proposed by the shareholders representing 1/10 or more of the voting rights, or by
1/3 or more of the directors, or by the board of supervisors, or by the supervisor of the Company if it does not have a board of
supervisors, the extraordinary meeting shall be held.


 


*Article
12 Any resolution at a shareholders’ meeting shall be adopted with the affirmative votes of the shareholders representing
more than 2/3 of all voting rights; however, a resolution regarding acceptance of any investment by the Company, change of shareholding
structure, equity or debt financing and amendment to these Articles of Association shall be adopted with the affirmative vote of
Shareholder Tianjin Mammoth Technologies Co., Ltd. If any resolution involves related transaction, the related shareholders shall
withdraw from the voting.


 


*Article
13 The Company shall have a board of directors, which shall be composed of three directors, who shall be elected by the shareholders’
meeting. The term of a director shall be three years, and upon expiry of his/her term, the director may serve another term if re-elected.
The board of directors shall have one chairman, which shall be elected by the majority of all members of the board of directors.


 


*Article
14 The board of directors shall exercise its powers according to Article 46 of the Company Law, including but not limited to:


 


(30) To convene
the shareholder's meetings and report to the shareholder’s meeting;


 


(31) To implement
the resolutions of the shareholders' meeting;


 


(32) To establish
the operation plans and investment plans of the Company;


 


(33) To prepare
the annual financial budget and final accounts of the Company;


 






    	 	 



     


    

 


(34) To prepare
the plans for profit distribution and loss recovery of the Company;


 


(35) To prepare
the plans for increase or reduction of registered capital of the Company, and issuance of the Company's bonds;


 


(36) To prepare
the plans for merger, division, dissolution or change of corporate form of the Company;


 


(37) To decide
on setup of the Company's internal management organs;


 


(38) To establish
the fundamental management system and financial approval process of the Company;


 


(39) To appoint
and dismiss the Company's external auditor;


 


(40) To appoint
and dismiss the Company's appraiser;


 


(41) To review
and approve the related transactions between the shareholders, directors and officers;


 


(42) To review
and approve the transfer, pledge and license of the Company's trademark, domain name, software, copyright and patent with the amount
of less than RMB 50,000;


 


(43) To enter
into any unusual transaction with total amount of more than RMB 50,000, or incur any unusual debt with total amount of more than
RMB 50,000;


 


(44) To enter
into any new contract with an amount or would cause any liability to the Company of more than RMB 50,000;


 


(45) To make
any expenditure with single payment or aggregate payments of more than RMB 50,000 in every month out of the normal business course
or beyond the approved financial budget;


 


(46) To increase
the remuneration of any officer of the Company whose monthly salary is more than RMB 20,000, and the increment is more than 15%
in any 12 months' period;


 


(47) To acquire
or dispose of any main assets of the Company with single or aggregate value of more than RMB 50,000;


 


(48) To file
any action which would change the rights, obligations or responsibilities of any shareholder, or dilute the shareholding percentage
of any shareholder;


 


(49) To make
any expenditure which is more than 5% of the approved annual budget;


 


(50) To propose
the Company's listing plan;


 


(51) Any other
matters which would have material effect on the production, operation and assets of the Company;


 


(52) To appoint
or dismiss any officers of the Company, or decide or change the remuneration or employment contract between the Company and any
officers or any founding shareholders. For the purpose of this Item (23), an officer shall refer to any employee at the level of
vice president or above of the Company, but excluding general manager and chief financial officer;


 


(53) To adopt
or change the Company's bonus or profit distribution plan or program, or grant an option to any employees or change the provisions
of an option agreement under the employee stock incentive plan or program;


 


(54) To acquire
any single investment or incur any single debt of more than RMB 50,000 by the Company or its subsidiary in any fiscal year, which
is not expressly approved in the quarterly or semiannual financial plan adopted by the Company's board of directors;


 






    	 	 



     


    

 


(55) To establish
or change any annual budget (which shall include the budget for the Company's remuneration plan) and external investment plan;


 


(56) To declare
or pay any interests or profit distribution, or change the Company's dividend policy;


 


(57) To appoint
or change the auditor of the Company or its subsidiary; and


 


(58) Other matters
requiring resolution of the board of directors under the laws and regulations.


 


*Article
15 The meetings of the board of directors shall be convened and presided over by the chairman of the board. Where the chairman
is unable to or fails to perform his/her duties, the meeting shall be convened and presided over by the vice chairman. Where the
vice chairman is unable to or fails to perform his/her duties, the majority of directors may jointly elect one of directors to
convene and preside over the meeting.


 


*Article
16 A meeting of the board of directors shall not make any action unless three directors attend the meeting. Any resolution
at the meeting will become effective only with the affirmative votes from at least 2/3 of all directors. Any meeting of the board
of directors that involves any fund or finance shall be attended by the chief financial officer, and the board of directors shall
listen to the opinion of the chief financial officer before they vote for the resolution. If there is any other special agreement
regarding appointment and voting of the directors among the shareholders, such agreement shall prevail.


 


*Article
17 The Company shall have one manager, who shall be appointed or dismissed by the board of directors. The manager shall be
responsible to the board of directors, and exercise his/her powers according to Article 49 of the Company Law.


 


Article 18
The Company will not have a board of directors, but shall have one supervisor.


 


*Article
19 The supervisor shall exercise his/her powers in accordance with Article 53 of the Company Law.


 


CHAPTER 7
LEGAL REPRESENTATIVE


 


Article 20
The chairman of the board of directors shall act as the legal representative of the Company.


 


ARTICLE 8
ADDITIONAL PROVISIONS REQUIRED BY THE SHAREHOLDERS


 


Article 21
The operation term of the Company shall be 30 years, as from the date when the Business License of Business Entity is issued.


 


Article 22
Without the prior written consent of Shareholder Tianjin Mammoth Technologies Co., Ltd., Shareholder Bai Yanyan and Shareholder
Chen Wei shall not:


 


(4) Set any
pledge or any other encumbrance on his/her shares in the Company;


 


(5) Sell, transfer
or otherwise dispose of any of his/her shares in the Company or any interest therein to any third party; or


 


(6) Enter into
any agreement or arrangement (including but not limited to voting trust or delegation) with any third party in respect of his/her
voting shares in the Company.


 


CHAPTER 9
SUPPLEMENTARY PROVISIONS


 


Article 23
The particulars of the Company's registration approved by the company registry shall prevail.


 


Article 24
The right to interpret these Articles of Association shall vest in the shareholders' meeting.


 


Article 25
These Articles of Association were jointly drafted by all shareholders, and shall become effective as of the date when the Company
is incorporated. These Articles of Association are made and executed in _______ counterparts, of which, one shall be kept by each
shareholder respectively, one shall be kept by the Company and one shall be filed with the company registry.


 


Seals and Signatures
of All Shareholders: