Exhibit 4.137


 





Dated on: April 8, 2016


 


iSTAR Capital International Co. Limited


(“Transferor”)


 


and


 


Tianfeng Securities Co., Ltd.


(“Tianfeng Securities”)


 


and


 


iSTAR
International Wealth Management
Co. Limited


(“Target Company”)


 


 


 


	Agreement
for Sale of 100% Equities of iSTAR International
Wealth Management Co. Limited









 


 


 






     


     

    

Contents


		1.	Definitions



		2.	Sale of Equities



		3.	Conditions Precedent and Before-Transaction Liabilities 



		4.	Transaction 



		5.	Representations and Warranties



		6.	Acts from the Signature Date of the Agreement to the Date of Transaction



		7.	Further Stipulations and other Warranties



		8.	Information



		9.	Indemnity Warranty



		10.	Confidentiality



		11.	Partial Invalidity



		12.	Transfer



		13.	Subsequent Effect of the Agreement



		14.	General Terms and Conditions



		15.	Notice



		16.	Copies and Legal Language



		17.	Governing Law, and Jurisdiction 



 


Signature
summary information


Appendix
1 Basic Information of iSTAR International
Wealth Management Co. Limited


Appendix 2 Information of the Business


Appendix 3 Representations and Warranties



Appendix 4 Tax Indemnity Agreement 


 


 

 


 



     


     

    




This
Agreement dated on April 8, 2016 is signed and entered into by and among the following Parties. 


Contracting Parties:


(1) ISTAR
CAPITAL INTERNATIONAL CO. LIMITED, a limited company registered and organized in British
Virgin Islands, with the registered office at P.O. Box
957, Offshore Incorporations Centre Road Town,
Tortola, British Virgin Islands (“Transferor”);
 


(2) Tianfeng
Securities Co., Ltd., a company limited by shares that is registered and organized in Wuhan,
Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, 99 Zhongnan Road, Wuchang District, Wuhan, Hubei, China (the
“Tianfeng Securities”); and 


(3) ISTAR
INTERNATIONAL WEALTH MANAGEMENT
CO. LIMITED, a limited company registered and
organized in Hong Kong, with the registered office at Rooms
3705-07, The Center, 99
Queen’s Road Central,
Hong Kong (“Target
Company”)


Any Party is referred to herein as
a “Party” individually and as the “Parties”
collectively. 


Foreword: 


(A) The Transferor is the beneficial owner
of all equities issued by the Target Company. The summary information of the Target Company
is listed in Appendix 1.


(B) The Target Company has obtained all
approvals, certificates, licenses that shall be obtained for operating the Business (see the definition below), which remain effective
at the present. The duplicate of the license for such Business and related search results are stated in Appendix 2.


(C) The Transferor agrees to, on the terms
and conditions of this Agreement, sell the Salable Equities (see the definition below) to Tianfeng Securities or a third party
designated thereby (collectively referred to as the “Buyer”) and the Buyer agrees to purchase such equities
on the same terms and conditions. From the signature date of this Agreement to the time when the transaction is carried out, the
Transferor is the beneficial owner of the Salable Equities.

(D) The Parties and other persons signed an agreement
for sale of 100% equities of the Target Company and 100% equities of iSTAR International
Futures Co. Limited (“iSTAR Futures”)
and a supplementary agreement thereto (collectively referred to as the “Previous Sale Agreement”) on March 30,
2015, April 9, 2015, and September 28, 2015. Tianfeng Securities, according to the provisions of the Previous Sale Agreement, has
paid RMB 33,000,000 Yuan (“Cash Guarantee”) to Beijing Fuhua Innovation & Technology Development Co., Ltd.
(“Beijing Fuhua”) as the cash deposit for the consideration of the Previous Sale Agreement. However, the Parties
have not completed the delivery pursuant to the Previous Sale Agreement.


(E) In accordance with the provisions of
the Previous Sale Agreement, the Target Company and iSTAR Futures
have appointed Mr. Wu Jiangang, the representative of Tianfeng Securities, to serve as the director of such company. 


 


Now therefore, the contracting Parties
reach and enter into an agreement as follows:


1. Definitions


1.1 In this Agreement, including the statement
of fact, appendixes and annexes, the following words shall have the following meanings, unless otherwise required by the context:


1.2 “Audited Accounts” mean
the audited consolidated financial statements of the Target Company that are prepared according to Hong Kong Accounting Standards
for three fiscal years up to December 31, 2014 and for three months up to March 31, 2015, including the audited income statement,
cash flow statement, balance sheet, all notes to financial statements, and auditors’ reports for such years;






     


     

    

“Management Accounts” mean
the consolidated management accounts for the period from March 31, 2015 to, the end of the month preceding the date of transaction,
including the unaudited income statement, cash flow statement, balance sheet and all notes for such period; and Management Accounts
and the Audited Accounts are collectively referred to as the “Accounts”;


“Agreement”: means this agreement
and the Agreement amended from time to time pursuant to the provisions of Article 15.2;


“Board of directors”: for a
company or enterprise at a certain time, means the board of directors of such company or enterprise at such time;


“Business Day”: means a day
on which the licensed banks of Hong Kong open for Business, with the exception of the following days: (i) Saturdays, (ii) any day
on which Gale or Storm Signal No. 8 or above is or is still hoisted in Hong Kong from 9:00
in the morning to 12:00 o’clock at noon and the warning has not been listed at or before 12:00 o’clock at noon; or
(iii) any day on which black storm warning signal is or is still hoisted in Hong Kong before 12:00 o’clock at noon and the
warning has not been listed at or before 12:00 o’clock at noon;


“Business” means the business
that is being operated by the Target Company, including but not limited to: the business involved in all regulated activities subject
to the regulation of Securities and Futures Commission of Hong Kong (the summary information of which is listed in Appendix
2), including the business carried out as:


(i) an intermediary of type 4 regulated
activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of securities);


(ii) an intermediary of type 5 regulated
activities of Securities and Futures Commission of Hong Kong (giving investment advice relating to the sale/purchase of futures
contracts); and


(iii) an intermediary of type 9 regulated
activities of Securities and Futures Commission of Hong Kong (providing assets management).


“Director”:
in the case of a certain company at a certain time, means the director of such company at such time;


“Disposal” means any sale of,
transfer of, exchange of, granting, lending, leasing, terminating of lease of, renting, licensing, directly or indirectly retaining,
waiving, conceding, assigning, dealing with or conferring, any option, right of priority, or other rights or interests, including
signing any agreement with respect to the foregoing acts;


“Encumbrance” means any hypothecation,
mortgage, pledge, lien (except for that created under law), or equitable mortgage on any property, asset, right or interest (regardless
of the nature thereof), or any adverse claim against such property, asset, right or interest, or establishment of other encumbrances,
right of priority, or security interest on such property, asset, right or interest, or the back ordering, title retention, leasing,
sale, or leaseback arrangement of such property, asset, right or interest, or any agreement with respect to the foregoing contents;


“HK$” means Hong Kong dollar,
the legal currency of Hong Kong at the present;


“Hong Kong” means the Hong
Kong Special Administrative Region of the People’s Republic of China;


“Intellectual Property” means
the trademark, patent, registered design, right of reproduction /copyright, software copyright, trade name, mark, other business
logo, domain name, business secret, other business or service business name (whether registered or registerable or not), all related
applications and rights to application, and all other intellectual properties and industrial properties incorporated in the proprietary
technologies that may exist around the world;






     


     

    

“Material Adverse Change” means
any change that generally brings about material adverse impact on the financial situation, Business, or property, operating results,
business prospects or assets of the Target Company;


“China” means the People’s
Republic of China and, for the purpose of this Agreement, does not include Hong Kong SAR, Macao SAR, and Taiwan;


“SFC" means Securities &
Futures Commission of Hong Kong; 


“CSRC” means China
Securities Regulatory Commission;


“Tax” means:


(i) any liability for tax of any form that
is incurred or imposed at any time, whether in Hong Kong, China or any other place of the World and, without prejudice to the foregoing
general principles, including profit tax, prepaid profit tax, salaries tax, property tax, capital tax, stamp tax, payroll tax,
withholding tax, rate, tariff, VAT and blanket rate, customs duty, import tax, levy, or local levy, and any amount that shall be
paid to the tax bureau, customs, or financial authorities of Hong Kong, China, or any other places of the world;


(ii) Any compensation, allowance, or offset
that may be exempted according to tax regulations but which is deprived or deductions in the calculation of profit; and


(iii) All expenses, interests, penalties,
charges or expenditures that shall be paid or borne by the Target Company in connection with tax or any exemption, allowance or
offset or in the calculation of the right to deduct from profit or tax;


“Warranty” means the representations,
warranties and undertakings make by the Transferor with respect to the Target Company and that are listed in Article 5 and
Appendix 3;


“Warranty-related Claim” means
any claim made by the Buyer for the breach by the Transferor of any warranty;


“Conditions Precedent” mean
the conditions precedent as listed in Article 3.1 hereof;


“Regulated Activities” shall
have the meaning as given to such term in the Securities and Futures Ordinance of Hong Kong;


“%”: means percent;


“Property” means the property
located at Rooms 3705-07, the
Center, 99 Queen’s
Road Central, Hong
Kong;


“Licensed” has the meaning
given to such term in the Securities and Futures Ordinance of Hong Kong;


“Licensee Corporation” has
the meaning given to such term in the Securities and Futures Ordinance of Hong Kong and, for the purpose of this Agreement, refers
to the Target Company and the Licensed Corporations in connection with the Business;


“Disclosed” means that disclosure
has been made in this Agreement (including appendixes and schedules) in a fair and reasonable manner;


“Tax Indemnity Agreement” means
a tax indemnity agreement that shall be signed, sealed and delivered to the Buyer by the Transferor and the Target Company on the
date of transaction with respect to all tax liabilities of the Transferor or the Target Company on or before the date of transaction
from which the Transferor shall indemnify the Buyer and the Target Company; the contents and format of such agreement are listed
in Appendix 4;


“Salable Equities” mean
6,000,000 ordinary shares that have been issued by the Target Company, which are 100% share capital issued thereby and are all
beneficially held by the Transferor; 






     


     

    

“New
Employment Agreement” means the employment agreement that is newly signed by each Target Company and the management members
of such Target Company as assigned by the Buyer on or before the date of transaction and whose terms and conditions shall obtain
the prior written consent of the Buyer; 


“Management
of the Target Company” means all of the management members of the Target Company; 


“SFC License” means the license
(Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong)) (CE number: ASF056) that is issued by Securities and
Futures Commission of Hong Kong to the Target Company for corresponding part of the Business; and


“License” means the SFC license.


 


1.2 In this Agreement:


(a) A reference to any legal term (concerning
lawsuit, remedy, judicial proceeding, legal instrument, legal status, court, and official agency) or any legal concept or matter
of Hong Kong Laws in this Agreement, when used in any other jurisdictions outside Hong Kong, shall be deemed to include the legal
terms that are used in such jurisdiction and that are closest to the concept of the legal terms of Hong Kong;


(b) “Articles” and “sections”
mean the articles and sections of this Agreement;


(c) “Annexes” and “Appendixes”
mean the annexes and appendixes to this Agreement, unless otherwise indicated;


(d) “Paragraph” means
a section mentioning such paragraph of a paragraph in an appendix;


(e) Any ordinance, regulation or other
legal provisions (including listing rules) include such ordinance, regulation or other legal provisions (including listing rules)
that are amended, consolidated or newly formulated, or the legal instruments, decrees or regulations formulated according to such
ordinance, regulation or other legal provisions or according to such amended or newly formulated ordinance, regulation or other
legal provisions;


(f) Words importing a gender includes the
feminine gender, masculine gender and neutral gender; person includes company and vice versa in all events;


(g) If any date of payment or any day mentioned
herein does not fall on a Business Day, such day shall be postponed to the following Business Day; and


(h) If permitted by the context, the “Buyer”
and the “Transferor” include the Buyer, the Transferor, and their respective successors and approved transferees.


1.3 The headings and contents herein are
for the convenience of reading only and shall not affect the interpretation of this Agreement.


1.4 Unless otherwise required by the context,
in this Agreement, subsidiary shall have the meaning given to such term in the Company Ordinance of Hong Kong and holding
company shall be construed correspondingly.


1.5 The definitions and names in Article
1 and the preface shall apply to this Agreement and the appendixes.


1.6 The appendixes shall constitute a part
of this Agreement and shall have the same effect as if such appendixes were explicitly stated in the main body of this Agreement;
a reference to this “Agreement” herein shall include the appendixes hereto.


 



     


     

    




2. Salable Equities


2.1 Subject to the terms and conditions
hereunder and subject to the satisfaction of the Conditions Precedent stated in Article 3.1, the Transferor, as the legal
and beneficial owner of the Salable Equities, agrees to sell and transfer to the Buyer, and the Buyer agrees to purchase and receive
from the Transferor, the Salable Equities free of any lien, pledge and other Encumbrances, together with all existing rights and
subsequent ancillary or additional rights to the Salable Equities from the signature date of this Agreement, including but not
limited to all dividends announced, distributed or paid on the date of this Agreement or thereafter.


2.2 Subject to Article 2.3, the total transfer
price for the Salable Equities shall be the total calculated in the following manner:


(a) HK$ 10,000,000;


(b) HK$ 7,000,000, as the consideration
accepted by the Parties for discharging Tianfeng Securities from all its liabilities and obligations under the Previous Sale Agreement
(including but not limited to Article 7.4 and Article 7.9 of the Previous Sale Agreement); and


(c) Total net asset value of the Target
Company as stated in the audited financial report up to December 31, 2015 ("Target Net Assets Value”).


Subject to the terms hereof, the Buyer
and the seller shall pay and treat the total transfer price in the following manner:


(a) Within seven days after Beijing Fuhua
returns the cash guarantee pursuant to Article 7.10, the Buyer shall pay twenty two million Hong Kong Dollars (HK$22,
000,000) (“Down Payment”) to the bank account designated by the Transferor; and


(b) Within ten Business Days after the
date of transaction, the Down Payment shall serve as a part of the total transfer price and the Buyer shall pay the balance of
the transfer price after deducting the Down Payment to the bank account designated by the Transferor.


(c) If any date of payment does not fall
on a Business Day, the payment shall be postponed to the following Business Day.


2.3 Adjustment to the transfer price:


(a) At the earliest time reasonably possible
after the Date of Transaction, but in no case later than ninety (90) days after the Date of Transaction, the Buyer shall procure
the Target Company to prepare audited financial statements of the Target Company up to the Date of Transaction according to Hong
Kong Accounting Standards and to deliver to the Transferor the audited consolidated financial statements (“Actual Financial
Statements”) of the Target Company that state the net assets value of the Target Company on the Date of Transaction (“Actual
Net Assets Value”). Such Actual Financial Statements shall be audited by an accounting form jointly accepted by the Buyer
and the Transferor and designated by the Target Company. The Actual Net Assets Value stated in such Actual Financial Statements
shall be used for this Article 2.3 and such amount shall be final and binding.


(b) If the Actual Net Assets Value is lower
than the Target Net Assets Value, the price for transfer shall correspondingly decrease by the balance between the Actual Net Assets
Value and the Target Net Assets Value and the Transferor shall pay such balance to the Buyer within ten Business Days after the
Actual Financial Statements are issued. For the avoidance of ambiguity, the reduction in net assets resulting from the labor cost
of employees of the Target Company as assigned by the Buyer shall be borne by the Buyer, and the Transferor does not need to make
up for such labor cost.






     


     

    

(c) Where the Actual Net Assets Value is
higher than the Target Net Assets Value, the price for transfer shall correspondingly increase by the balance between the Actual
Net Assets Value and the Target Net Assets Value and the Buyer shall pay such balance to the Transferor within ten Business Days
after the Actual Financial Statements are issued.


 


3. Conditions
Precedent and Before-transaction Liabilities


3.1 The
purchase by the Buyer of the Salable Equities shall be preconditioned on the satisfaction of all following conditions: 


(a) The
Buyer and the agents and professional advisers thereof carry out due diligence (“Due Diligence”)
in law, accounting, finance, business, operation or other aspects of the Target Company as deemed important by the Buyer and have
not discovered any material untruthfulness; 


(b) The
Buyer, under the assistance of the Transferor and Target Company, apply to SFC and/or other regulatory authorities for approving
or agreeing to approve this Agreement and all dealing procedures, licenses, change of shareholders, and (if applicable) Directors
or Licensed Corporations, and have obtained all necessary approvals and permits;


(c) The
Buyer and the Transferor have obtained, according to all applicable laws and regulations, all necessary approvals and permits,
in connection with this Agreement and the matters on the dealing contemplated herein; 


(d) The
Buyer ensures that CSRC has granted approval or agreed to all dealings contemplated herein; 


(e) The
Buyer is satisfied that, at any time from the signature date of this Agreement to the date of transaction, all Warranties hereunder
continue to remain true and correct, are free of any material misguiding, have not been breached, and have not undergone any Material
Adverse Change resulting from any event or circumstance; 


(f) The
Buyer has not, from the signature date of this Agreement, discovered or become aware of any abnormal operation by the Target Company,
or any Material Adverse Change in the Business, situation (including assets, finance, and legal status), operation, performance
or property of the Target Company, or any undisclosed significant potential risks of the Target Company. 


(g) The
New Employment Agreement signed by the Target Company pursuant to the provisions of Article 7.10(b)
continues to be performed and remains fully effective; 


(h) (If
applicable) The Transferor have obtained, for the Target Company, the written consent, of the banks or financial institutions that
have loan and/or mortgage and/or other contractual relationship with such Target Company, to the change of the shareholders of
the Target Company to the shareholders of the Buyer, unless such change is not required in related to contractual relationship;



(i) (If
applicable) The Transferor has released the Target Company from all pledges, guarantees or Encumbrances of any other forms that
are provided by any Target Company to any third party as well as registration or enrollment in connection therewith. 


(j) There
is no circumstance that has resulted in, results in or may possibly result in the failure on the part of the Transferor to sell
the Salable Equities or any part thereof. 


(k) There
is no event that has resulted in, results in, or may possibly result in any Material Adverse Change in the ability of the Target
Company and the Transferor to perform or abide by any obligation, undertaking or covenant under this Agreement; 






     


     

    

(l) Except
for the affiliated party transactions and balances carried out due to recurrent businesses, the Target Company have stopped other
affiliated party transactions and have paid off all related affiliated party balances; and 


(m) (If
applicable) The Transferor has caused, and the Target Company has paid off or been exempted from all loans lent by all Transferor
and/or other affiliates as the lenders to the Target Company. 


3.2 The
Buyer may waive, in writing, any Condition Precedent stated in Article 3.1 (with
the exception of Articles 3.1 (b) and (c)). If any Conditions Precedent stated
in Article 3.1 cannot be satisfied or be waived or exempted by the Buyer on September 21, 2016 or a later date approved by the
Parties in writing, this Agreement shall lose effect and terminate on September 22, 2016 (“Date of Termination”),
provided that this Agreement and any matter stated herein as well as the rights and obligations of the Parties hereto shall not
conflict with the liabilities assumed by any Party to the other Party for breaching any provisions hereof before the termination
of this Agreement; unless the application under Article 3.1(b) hereof submitted
by the Buyer is successfully accepted by SFC, in which case the Date of Termination hereof shall be postponed to December 21, 2016
and the Parties shall continue to actively make efforts and to complete with due diligence related declaration and examination&
approval cooperation pursuant to the requirements of the regulatory authority, i.e. under the precondition that the application
under Article 3.1(b) hereof is successfully accepted by SFC, if any Conditions
Precedent stated in Article 3.1 cannot be satisfied or be waived or exempted by the Buyer on December 21, 2016 or a later date
approved by the Parties in writing, this Agreement shall lose effect and terminate on December 21, 2016. After the termination
of this Agreement, Article 3.2, Article 8, Article 9, Article 10, and Articles 14 through 17 shall remain effective. 


3.3 The
Transferor and the Target Company warrant making their best reasonable efforts to cause the satisfaction, before the time specified
in Article 3.1 (if applicable), of the conditions specified in such Article.


3.4 The
Buyer and the agents and professional advisers thereof have the right to (but are not obligated to) carry out Due Diligent mentioned
in Article 3.1(a); and the Transferor undertakes to reasonably provide assistance
(and undertake to cause the assistance to be reasonably provided) to the Buyer and the agents and professional advisers thereof
in such investigation and verification. 


 


4. Transaction 


4.1 The
transaction shall be carried out at the four o’clock on the afternoon of the fifth (5th) Business Day (Hong Kong
time) after all Conditions Precedent in Article 3.1 have been satisfied or exempted
(or on a later date or at a later time determined by the Parties in writing) (“Date of Transaction”)
in the office of the Buyer’s attorney. At the time of the transaction, all (nor some) of the following Businesses shall be
handled:


(a) If
the Buyer complies with Article 4.1 (d), the Transferor shall deliver or cause
to be delivered to the Buyer:


(i) instrument
of transfer and voucher of sale or other similar documents that are officially signed by the Transferor (or the Transferor causes
a third party or its nominee to be officially sign the same, if applicable) in favor of the Buyer or the nominee designated thereby
with regard to the Salable Equities so as to grant valid, legal and beneficial ownership of the Salable Equities to the Buyer or
the nominee designated thereby so that the Buyer or such nominee will become a registered shareholder of the Salable Equities;







     


     

    

(ii)
Original stocks of the Salable Equities; 


(iii)
Tax Indemnity Agreement that is properly signed, sealed and delivered by the Transferor and Target Company;


(iv)
Verified copy of the New Employment Agreement that is signed by the Management of each Target Company (including one non-executive
Director assigned by the Buyer to each Target Company and a financial manager) and the Target Company and that has been certified
by any Director; 


(v) Verified
copy of Certificate of Good Standing and Certificate
of Incumbency of the Transferor;


(vi)
(If applicable) Written proof on the release of the Target Company from any pledge, guarantee or Encumbrance of any other forms
provided by the Target Company to a third party and from related registration or enrollment; 


(vii)
(If applicable) Written consent, of all banks or financial institutions that have loan and/or mortgage and/or other contractual
relationship with any Target Company, to the change of the shareholders of the Target Company to the shareholders of the Buyer;



(viii)
(If applicable) Verified copy of any power of attorney or other letters of authorization on the basis of which the instrument of
transfer and the voucher of sale or other similar documents on the Salable Equities are signed; 


(ix)
Corporate organization documents, original articles of association, all registers of shareholders, registers of Directors, and
registers of pledges of each Target Company, and originals of all documents and statutory records of the Target Company, corporate
seal and corporate steel seal of the Target Company, all SFC Licenses and originals of communication documents with related issuing
authorities of the foregoing Licenses, all attachments to letters issued by SFC to any Target Company, and all attachments to letters
sent by such Target Company to SFC, and Business contracts for operating the Business, and customer archives; 


(x) Financial
data of the Target Company, original of financial report of each fiscal year (December 31) audited by an accountant, monthly bank
statements, bank passbooks (if any) and originals or verified copies of letters and documents sent by banks to the Target Company
or sent by the Target Company to the banks; 


(xi)
Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(b).



(xii)
Deliver, to the Buyer, the verified copy proving the meeting record of the board meeting mentioned in Article 4.1(c).



(b) The
Transferor holds a board meeting, at which,


(i) The
transfer of Salable Equities to the Buyer is approved; 


(ii)
This Agreement, Tax Indemnity Agreement and all contemplated matters are approved; 


(iii)
The signature, (if applicable) sealing, and delivery by the representatives of the Transferor of this Agreement, Tax Indemnity
Agreement and other dealing-related documents are approved; and 


(iv)
other matters reasonably required by the Buyer before the Date of Transaction are dealt with and decided on so as to cause this
Agreement and the dealing hereunder to take effect. 


 



     


     

    




(c) The
Transferor causes the Target Company to hold a board meeting, at which: 


(i) The
transfer of the Salable Equities by the transfers to the Buyer or a nominee designated thereby and the registration of such transfer
are approved; 


(ii)
The issuance of new stocks with respect to the Salable Equities and the registration of shareholders in the name of the Buyer or
the nominee designated thereby are approved; 


(iii)
The signature, (if applicable) sealing, and delivery by the representative of the Target Company of this Agreement, Tax Indemnity
Agreement and all related matters contemplated therein are approved;


(iv)
The list of persons that are authorized to operate the bank accounts and to change all existing bank accounts (if any) of the Target
Company pursuant to the requirements of the Buyer and specimen signatures are approved; and 


(v) Other
related matters are dealt with pursuant to reasonable requirements made by the Buyer before the Date of Transaction so as to perform
all terms and liabilities in this Agreement and in the documents signed under this dealing.


The Buyer
must provide all necessary materials at least two Business Days before the Date of Transaction so as to adopt the foregoing resolutions,
provided that the Transferor shall advise the Buyer at least seven Business Days before the Date of Transaction of the list of
all materials and requirements for the Materials to be provided by the Buyer for the adoption of such resolutions. 


(d) Subject
to the compliance with Articles 4.1 (a), (b) and (c) by the Transferor, the Buyer
shall deliver verified copies of approval documents issued by competent review body to the Buyer; related resolutions shall concern
the approval of the form and contents of this Agreement and Tax Indemnity Agreement as well as related documents under this Agreement,
Tax Indemnity Agreement and this dealing and shall prove the power of the authorized representative to sign, (if applicable) seal,
and deliver this Agreement and Tax Indemnity Agreement on behalf of the Buyer. 


4.2 The
Transferor agrees to assist in signing any document concerning the equity transfer so as to confirm and ensure that the Buyer or
other purchaser becomes the legal owner and beneficial owner of 100% equities of the Target Company on the Date of Transaction,
unless any provision of the document may be interpreted to the disadvantage of the Transferor. 


 


5. Representations and Warranties


5.1 Apart
from any other representations or warranties made by the Transferor hereunder, the Transferor represents and warrants to the Buyer
that all representations and warranties listed in Annex 3 hereto are true, accurate,
complete and non-misleading on the date of this Agreement, at the time of transaction, and at all times before the transaction.



5.2 Unless
explicitly listed, breaches of contract shall not be restricted by the contents of any other paragraphs and subparagraphs of Appendix
3 or any contents of this Agreement. 


5.3 Any
investigation conducted by the Buyer or its agents does not affect its claim or reduces the amount of compensation it is entitled
to and the Transferor shall not defend on the ground that the Buyer should have known or should have had the knowledge of circumstances
resulting in claims. 


5.4 The
Transferor shall not take the fact, as a defense against the claim made by the Buyer hereunder, that the Transferor relies on the
information furnished thereto by any Target Company or by any of their respective representatives. 


5.5 The
Transferor may not, before the Date of Transaction, conduct, permit or carry out any act that may constitute a material breach
(i.e. any act that will reduce the accuracy of any Warranty or lead to any misunderstanding thereof at the time of occurrence or
on the Date of Transaction) or permit the Transferor or any Target Company to commit any act that may constitute material breach
or non-performance of liability. The Transferor hereby warrants that it will, after becoming aware of the same, disclose to the
Buyer in writing (1) any fact that occurs before the Date of Transaction, that constitutes or may result in breach, or (2) any
fact that is inconsistent with any Warranty or may reduce the accuracy of the Warranty, or (3) any fact that will lead to the misunderstanding
the Warranty and the fact that, at that time, constitutes a breach, or is inconsistent with any Warranty, or (4) any fact that
may reduce the accuracy of the Warranty, or lead to the misunderstanding thereof. 






     


     

    

5.6 If
the Warranties include such presentations as “to the knowledge of the Transferor”,
“to the best knowledge, information or views of the Transferor” and
“to the best knowledge and belief of the Transferor”, such Warranties
shall be deemed to be made by the Transferor according to the best knowledge, information and views of the directors, managers
and other employees of the Transferor after getting a reasonable and necessary knowledge and to have reasonably ensured the authenticity
and accuracy of all Warranties. 


5.7 Unless
otherwise explicitly listed herein, when any Party herein is unable to fulfill material obligations (including the obligations
at the time of transaction) herein before the Date of Transaction or materially breaches the Warranty clause, without prejudice
to other rights (including but not limited to the right to damages), the non-breaching Party may give a notice, requiring the breaching
party to perform the obligations or to compensate, to the feasible extent, for losses caused by such breach, or may assert that
the breaching Party refuses to perform this Agreement and thus rescind this Agreement. The rights conferred in this Article to
the Parties are additional and shall not affect all other rights of the Parties. The failure to exercise the rights conferred in
this Article does not constitute the waiver of such rights. 


5.8 The
Buyer signs this Agreement on the basis of the Warranty clause and other clauses hereof; if the Warranty clause and other clauses
hereof (including but not limited to the indemnity clause) have not been fully performed after the Date of Transaction, related
clauses shall remain effective after the Date of Transaction until the date permitted by law to the largest extent. 


5.9 For
the avoidance of dispute, the Parties hereto agree that, if any condition arises, at any time during the period from the date on
which this Agreement is signed and takes effect to the Date of Transaction, under which the purchase price shall be returned due
to the reasons attributable to the Seller while the Buyer does not know the appearance of such condition before paying any part
of the purchase price and thus is unable, for any reason, to terminate this Agreement and/or take back any part of the purchase
price that the Buyer has paid to the Transferor, that the Transferor will be deemed to have seriously breached related Warranties
and must pay the Buyer liquidated damages equal to the purchase price paid by the Buyer to the Transferor; the Parties hereto agree
that the liquidated damages in this Article 5.9 are not the compensation in the
penalty clause. All rights of the Buyer related to this Article 5.9 shall remain
effective until the date permitted by law to the largest extent. 


 


6. Acts
between the Signature Date of the Agreement to the Date of Transaction


6.1 Without
the prior written consent of the Buyer or unless otherwise provided herein, the Transferor undertakes and warrants that the Target
Company may not commit the following acts during the period from the signature date of this Agreement to the Date of Transaction:




     


     

    




(a) Issuing
or agreeing to issue any capital stock or loan capital with an amount exceeding HK$500,000 or granting or agreeing to grant any
option involving shares or loan capital or the right to purchase or subscribe any share or loan capital; 


(b) Concluding
any dealing agreement or contract, trading, or business beyond the general normal business or with an amount exceeding HK$500,000,
purchasing or selling any rights and interests in any assets, or increasing or assuming any capital commitment or expenditure,
or actual or contingent liability in any form; 


(c) Except
for general normal business, establishing or permitting any hypothecation, pledge (fixed or floating), lien, mortgage, or mortgage
or Encumbrance in other forms, or rights and interests of any nature (whether similar to the foregoing or not), or establishing
or creating lien on any part of its business, property or assets of the Target Company, except for the lien that is created according
to law or by its normal business operation and that involves a small amount; 


(d) Unless
required by general operation, borrowing any borrowing or loan exceeding HK$1,000,000; 


(e) Beyond
the routine business process, making any advance payment, or giving other credit or any guarantee or indemnity warranty to any
person, or serving as a guarantor to any person, or guaranteeing the liability or obligation of any person, or accepting any direct
or indirect liability, with an amount of guarantee exceeding HK$1,000,000; 


(f) Changing
the provisions of any financing/loan document or mortgage arrangement that has material adverse impact on the overall Target Company;



(g) Breaching
the liabilities and obligations (including payment liabilities) under all agreements and contracts concluded thereby and all liabilities
in connection therewith; 


(h) Notifying
the Buyer at the earliest time possible when the Target Company have any circumstance or event (including Taxes) that may result
in any significant claim or liability (whether at the present or in the future, actual or contingent, joint or several); 


(i) Amending
the outline of association and/or articles of association of the Target Company, while such amendment constitutes material adverse
impact on the rights and interests of the Buyer; 


(j) Except
for the Management employees assigned by the Buyer in Article 7.1 hereof, appointing new Directors, employing any new employees,
and concluding any service agreement with the Directors or senior executives of the Target Company, while the annual salary of
such employees, Directors or senior executives exceed HK$1,000,000; 


(k) Instituting,
reaching an agreement on, resolving, exempting, rescinding, or settling, any civil proceeding, criminal proceeding, arbitration
or other legal proceedings, or any liability, claim, lawsuit, request, or dispute, or waiving any right in connection with any
of the foregoing (except for the lawsuit against the Buyer with respect to this Agreement); 


(l) Terminating
any agreement or waiving any right therein, which causes Material Adverse Change in the Target Company; 


(m) Terminating,
or permitting the cancellation of, any presently effective insurance policy related to the significant assets of the Target Company;



(n) Concluding
any partnership or joint venture arrangement with an investment amount exceeding HK$1,000,000;


(o) Liquidating
the Target Company in any form; 


(p) Taking
any actions contravening the provisions of this Agreement or hindering the transaction; 



     


     

    




(q) Announcing
distraction of any dividend or other fund allocation arrangement to the shareholders of the Target Company; or 


(r) Taking
any actions that may possibly affect the continued validity of all approvals, consents and Licenses necessary to the continuous
operation of the Business by the Target Company. 


 


7. Further Stipulations and Other Warranties


7.1 The
Target Company agrees that Mr. Wu Jiangang continues serving as a Director of the Target Company. 


7.2 Before
the Date of Transaction, the Parties unanimously agree that the actual control power and management & operation power of the
Target Company shall still be vested in the Transferor, who undertakes to make reasonable efforts to procure that the Target Company:



(a) Operate
business in the routine business scope according to the past practices, continue operating normally, abide by all applicable laws
(including conditions of the license, code of conduct, rules and other requirements of SFC and any other applicable government
authorities) and any agreement to which the Target Company is a party; 


(b) Maintain
and renew (if required) all applicable licenses necessary to the operation of Business; 


(c) Pay
or perform its matured debts, taxes and other liabilities; 


(d) Manage
its assets under the current conditions;


(e) Try
its best efforts to completely maintain its present business structure; and 


(f) Maintain
good business relations as usual (under the precondition of following the past business practices) with employees and cooperators,
and to warrant doing so until the Date of Transaction;


(f) Maintain
responsible officers and representatives of a number not less than that required by SFC for each Business of the Target Company
and ensure the normal operation of business; and


(g) Does
not carry out any serious improper operation or asset transfer. 


7.3 After
the transaction, the Transferor will efficiently implement these documents and implement further stipulations and will grant all
legal and beneficial ownership and future rights (in the case of the Salable Equities, including the right to collect the profit
and distribution announced, distributed or paid on or after the Date of Transaction) of the Salable Equities (free of any Encumbrance)
to the Buyer. 


7.4 Except
for the guarantee and undertakings hereunder, all guarantee liabilities (whether corporate guarantee or individual guarantee) of
the Transferor for the Target Company and the guarantee liabilities (whether corporate guarantee or individual guarantee) concluded
or made to any bank or financial institution shall be discharged within a reasonable period after the transaction. The Buyer confirms
that, after the completion of the purchase of the Salable Equities on the Date of Transaction, it shall negotiate with the banks
on the bank financing of Target Company and that the Transferor assumes no liability for whether the bank financing can be extended
or not after the Date of Transaction. 


7.5 The
Transferor undertakes not to negotiate or conclude any contract or agreement with a third party or to make any undertakings in
favor of a third party before the Date of Transaction so as to: 


(a) sell,
transfer, dispose of, or trade, Salable Equities, or any part thereof;


(b) grant any right of negotiation to any person (whether exclusive right or non-exclusive right) for the purpose of or in connection
with selling, transferring, disposing of, or trading, Salable Equities, or any part thereof; or 



     


     

    




(c) attempt
to hinder or prevent the dealing involved herein. 


7.6 The
Transferor further undertakes, if the dealing fails to be concluded pursuant to the provisions hereof or loses effect and terminates
according to Article 3 hereof, it agrees to return the Down Payment to the Buyer
within 14 days after this Agreement loses effect and terminates. 


7.7 The
Transferor agrees to make the following undertakings and guarantees to the Buyer: 


(a) The
Transferor confirms that, except for the Inquiry of SFC, the SFC or other regulatory authorities have not issued any other inquiry
or enquiry, suspecting the Target Company or the representatives or the responsible officers thereof contravene related law or
regulation; 


(b) The
Transferor further undertakes and guarantees that, if any act of any of the Transferor, Target Company or the representatives or
responsible officers thereof contravene related laws or regulations at any time before the Date of Transaction and thus results
in any loss, penalty, expenditure (including but not limited to the expenses on engagement of attorneys, accountants and other
professional teams and other expenditures) of the Target Company, and/or revocation of any License related to the Business, such
penalties, expenditures, and/or losses resulting from the revocation of any license relevant to the Business shall be assumed and
borne by the Transferor. 


7.8 The
Parties hereby waive, exempt and perpetually discharge the other Parties hereto from, any and all liabilities, demands, causes
of action, lawsuits, liabilities, undertakings, contracts, disputes, agreements, promises, rights of action for the recovery of
damages, judgments, enforcements, claims and requirements that they have instituted, are instituting or will institute against
the other Parties hereto in connection with the following matters, whether instituted or not, necessary or probable, known or unknown,
or based on common law or equity:


(a) Previous
Sale Agreement or transaction contemplated therein; or 


(b) Any
fact or circumstance arising in the duration of the Previous Sale Agreement (including the act or omission or state of fact of
Mr. Wu Jiangang, the representative assigned by Tianfeng Securities to the Target Company and iSTAR
Futures, and other persons in connection with the Business). 


Notwithstanding
the foregoing, if the negligence or improper act of the Buyer or the management staff assigned thereby to the Target Company and
iSTAR Futures causes an actual direct loss exceeding HK$
1,000,000 to the Target Company and iSTAR Futures,
the Transferor shall have the right to claim for such loss against the Buyer. 


7.9 The
Parties hereby confirm and agree that the Buyer shall procure that the Target Company conducts further cooperation with the Transferor
in the Business relevant to the License of the Target Company after the Date of Transaction; detailed matters shall be determined
by the Parties through separate consultation. 


7.10
Since the Previous Sale Agreement terminated on January 1, 2016, with respect to all rights and obligations under such Previous
Sale Agreement that have been performed in the duration of such Previous Sale Agreement, the Parties hereby confirm the following
arrangement:


(a) The
Buyer shall procure that Mr. Wu Jiangang resigns from the Director position of iSTAR
Futures within seven days from the date this Agreement is signed; 


(b)
The Transferor shall procure that the Target Company signs, within seven days from the date this Agreement is signed, a New Employment
Agreement respectively with Xie Hongwei, Liao Huaixi and Ye Zhu, the form and content of which shall be satisfactory to the Buyer;



(c) The
Buyer shall procure that Xie Hongwei, Liao Huaixi and Ye Zhu sign a termination agreement,
the content of which shall be satisfactory to the Buyer, on the same date they sign the New Employment Agreement, so as to terminate
their employment relations with iSTAR Futures; and 



     


     

    




(d)
The Transferor shall procure that Beijing Fuhua returns, within five days after this Agreement is signed, the cash guarantee to
Tianfeng Securities in full to the bank account designated by Tianfeng Securities. 


7.11
After the conclusion of the transaction, the Buyer undertakes to procure, within six months from the Date of Transaction, that
the Target Company waives the use of “iSTAR” brand. Such waiver includes but is not limited to the right to use the
trade name, trademark, product, service and other intangible assets incorporating “iSTAR” of the Target Company. 


 


8. Information 


Subject
to Article 10 hereof, if reasonably required by the Buyer, the Transferor will, under the condition of not contravening other provisions
of this Agreement, ensure that the Buyer and the agents and professional advisers thereof have access to the business, assets,
liabilities, contracts, certificates & licenses, events and other related information (if any) required in such inquiry, and
related information on documents of title and other certificates of ownership. 


 


9.
Indemnity Warranty


9.1 The
Transferor agrees and undertakes to give indemnity warranty to the Buyer and the Target Company that it will indemnify and hold
fully harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from
all losses, expenditures, expenses or liabilities arising from any or all other liabilities or potential liabilities of the Target
Company on or before the Date of Transaction that are known to the Transferor and that have not been disclosed to the Buyer, except
the liabilities Disclosed; there is no upper limit on the total indemnify amount given by the Transferor to the Buyer. 


9.2 The
Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold
harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all
losses, expenditures, expenses or liabilities arising from any or all liabilities or potential liabilities, of the Target Company
on or before the Date of Transaction, that have been disclosed or that are not known to the Transferor. If the foregoing liabilities
arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related
thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers
thereof, there is no upper limit on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities
do not arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person
related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional
advisers thereof, the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price.
For the avoidance of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded. 


9.3 The
Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold
harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all
losses, expenditures, expenses or liabilities (including but not limited to reasonable legal costs or other expenses) arising from
any or all liabilities or potential liabilities of the Target Company that are caused by a dispute or lawsuit and potential dispute
or lawsuit with the employees thereof, or clients or customers of business thereof (including but not limited to the Business),
or parties that have business relations therewith on or before the Date of Transaction. If the foregoing liabilities arise from
the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto
and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof,
there is no upper limit on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities do
not arise from the act and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person
related thereto and/or (b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and the professional
advisers thereof, the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price.
For the avoidance of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded. 



     


     

    




9.4 The
Transferor agrees and undertakes to give indemnity Warranty to the Buyer and the Target Company that they will indemnify and hold
harmless, from the Date of Transaction to the date permitted by law to the largest extent, the Buyer and Target Company from all
losses, expenditures, expenses or liabilities (including but not limited to reasonable legal costs or other expenses) arising from
any or all liabilities or potential liabilities of the Target Company on or before the Date of Transaction that are caused due
to violation of any laws and regulations of Hong Kong or any other applicable jurisdiction (including but not limited to the violation
of the Company Ordinance of Hong Kong by reason of previous failure on the part of the Target Company to submit/put on file
the annual returns on time), the regulations or codes of SFC. If the foregoing liabilities arise from the act and/or omission and/or
breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or (b) Target Company, the
Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof, there is no upper limit
on the total indemnify amount given by the Transferor to the Buyer; however, if the responsibilities do not arise from the act
and/or omission and/or breach of any Warranty and/or negligence by (a) the Transferor and/or any person related thereto and/or
(b) Target Company, the Directors, Licensed Corporations, employees, agents, representatives and professional advisers thereof,
the upper limit on the total indemnity amount given by the Transferor to the Buyer shall be the purchase price. For the avoidance
of ambiguity, the loss caused by any employee assigned by the Transferee to the Target Company is excluded.


 


10. Confidentiality


10.1
Except for disclosure made according to Article 10.2, any Party shall maintain
strict confidentiality of information received or obtained thereby due to the conclusion or performance of this Agreement, including:



(a) The
contents and provisions of this Agreement and other agreements, contracts and matters hereunder; 


(b) Negotiation
of this Agreement; and 


(c) Information
obtained by the Buyer in carrying out verification of the Target Company. 


10.2
Any Party may disclose confidential information under the following circumstances: 



     


     

    




(a) according
to the requirement of any government law; 


(b) according
to the requirement of any stock exchange or regulatory agency or government agency; 


(c) with
the written consent of the other Parties hereto, who have not withheld or delayed the written approval without justifiable reasons;



(d) the
information has become public not due to the fault of any Party; or 


(e) The
information is disclosed to the professional advisers, auditors and investment advisers of the Parties hereto so as to obtain professional
opinions on this Agreement. 


10.3
After the termination of this Agreement, the restrictions included in Article 10 shall
still apply without limitation of time. 


 


11. Partial Invalidity


11.1
If any provisions hereof become illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability
of the remaining parts hereof shall not be thus affected or damaged. 


11.2
If any provisions hereof become illegal or unenforceable in a jurisdiction, such illegality or unenforceability shall not affect
the legality or enforceability thereof in another jurisdiction. 


 


12. Transfer


This
Agreement shall still be binding (as the case may be) on the successors, transferees, and personal representatives of all Parties,
provided that the rights of the Parties as provided herein may not be transferred, unless otherwise explicitly prescribed. 


 


13. Subsequent Effect of the Agreement


Subject
to the clauses hereof, the provisions of this Agreement, including Warranties, that have not been fully performed at the time of
transaction shall remain effective after the transaction. 


 


14. General Terms and Conditions


14.1
On the condition of abiding by the terms and conditions hereof, each contracting Party shall bear its own legal fees, accounting
fees and other expenses and expenditures incurred in the negotiation on the dealing of Salable Equities contemplated herein, on
the signature of this Agreement, and on the implementation of the dealing contemplated herein. After the termination of this Agreement,
this Article shall still apply. 


14.2
This Agreement includes an entire agreement reached by the Parties hereto with respect to the subject matter hereof and supersedes
all agreements, memoranda of understanding, arrangements, representations, warranties or dealings concluded previously by the Parties
hereto with respect to such subject matter; the Parties hereto confirm that they will not make any claim for any superseded agreement.



14.3
All stamp duties arising from the dealing of the Salable Equities shall be equally borne by the Buyer and the Transferor. 


14.4
Any amendment to this Agreement shall not be binding unless recorded in the documents signed by the Parties hereto. 


14.5
The failure or delay on the part of any contracting Party to exercise any of its rights hereunder shall not deem as a waiver of
such rights; any single or partial exercise of any rights hereunder does not preclude any other or further exercise of such rights,
or the exercise of any rights, or damage or affect any other rights. The rights and remedies provided in this Agreement are accumulative
and do not preclude any rights or remedies provided in laws. Without limiting the foregoing provisions, the Parties hereby acknowledge
and agree that, if any clause provided herein fails to be performed according to corresponding provisions hereof or is otherwise
contravened, such failure or contravention will result in irreparable damage that can not be sufficiently remedied by money. Therefore,
the Parties agree that they have the right to use the injunction to prevent any breach hereof and to enforce the terms and conditions
hereunder. 



     


     

    




14.6
Any date or period mentioned in this Agreement and any other dates or periods replacing such date or period upon the approval of
the Parties hereto or by other means are critical and necessary. 


 


15. Notice


15.1
Any notice, requirement, legal instrument, document or other communications (collectively referred to as “Communications”
in this Article 15) given pursuant to this Agreement shall be written in English
or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related
Parties, and shall indicate the recipient and/or other persons specified in Article 15.4
to whom the Communications shall be copied. 


15.2
If the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax
number, it shall send a written notice to all other Parties pursuant to the provisions of Article 15
and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless
and until five days after such notice is sent. 


15.3
All Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications
at the time indicated beside related mode of sending:


Mode
of sending deemed time of receipt


Local
mailing or courier service 24 hours


Fax at
the time of transmission


Air courier/express
mail 3 days


Air mail
5 days 


15.4
The initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:


To the Transferor:


Address:
Rooms 3705-07, the Center, 99
Queen’s Road Central,
Hong Kong 


Fax number:
+852 3900 1705


Recipient:
Mr. Shi Shaoming 


 


To the Buyer:


Address: 37F,
Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan


Fax number:
027-87618863 (Wuhan)


Recipient: Mr. Wu Jiangang


 


15.5
The Communications delivered pursuant to Article 15 shall be deemed effectively
given. If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope
containing such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the
recipient appropriately by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax,
they shall be deemed appropriately given after the successful transmission report printed by the fax machine is received. 



     


     

    




15.6
Any provision of this Article does not preclude the delivery of Communications by other means permitted by law or proof of such
delivery. 


 


16. Copies and Legal Language


16.1
This Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided
that all copies shall constitute the same document and be binding on all Parties. 


16.2
This Agreement is written in Chinese. 


 


17. Governing Law and Jurisdiction 


17.1
This Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree
that court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection
to any court or place of litigation involved in this Article that they may raise at any time or any objection to claims made in
lawsuits filed before other courts. 


 


 


[The remainder of this
page is intentionally left blank]


 


 


 


In witness
whereof, this Agreement is signed on the date stated on the first page. 


 


Signed
by


Tang
Zhenyu


For and
on behalf of iSTAR Capital International Co. Limited


Witness:
Shi Shaoming


 


Signed
by


Wu Jiangang


For and
on behalf of Tianfeng Securities Co., Ltd.


Witness:
Liu Wenhua


 


Signed
by


Tang
Zhenyu


For and
on behalf of iSTAR International Wealth Management Co. Limited


Witness:
Shi Shaoming


 


 


 


 


 


 


 






     


     

    

Appendix 1


Basic
Information of iSTAR International Wealth
Management Co. Limited


 


Company
name: iSTAR International Wealth
Management Co. Limited


Company number: 1253127


Registered place: Hong Kong


Date of registration: July 4, 2008


Registered address: Rooms
3705-07, the Center, 99
Queen’s Road Central,
Hong Kong






	Directors:
	Zhao Zhiwei
	 	Tang
Kai Shing
	 	Wang Jun
		Wu Jiangang
	 	Shi Shaoming




Issued
share capital: 6,000,000 ordinary shares


Company
secretary: Hang Cheuk Secretaries Limited


Shareholders: iSTAR Capital International
Co. Limited (holding 6,000,000 ordinary shares)


Subsidiary:
none


License:
license (Securities and Futures Ordinance)
(Chapter 571 of Laws of Hong Kong)


 





	 	CE number: ASF056	 	 
	 	Regulated
Activities:	 type 4: 	giving investment advice relating to the sale/purchase of securities
	 	 	Type 5:	
giving investment advice relating to the sale/purchase of futures contracts
	 	 	Type 9:	 providing assets
management
	 	Such license shall be subject to the following conditions:



Type 9: with respect
to type 9 regulated activities, the Licensee Corporation may not carry out any business involving collective investment scheme
under its discretionary management. The definition of “collective investment scheme” has been given in the definition
clause of the Securities and Futures Ordinance. 


 


 


 


 


 


 


 


 


 


 






     


     

    

Appendix 2


Information of the Business


 


 


 


 


 


Appendix
3


Representations
and Warranties


1.
Transferor, Target Company, and Salable Equities 


1.1 The
Transferor has sufficient power to sign this Agreement, exercise their rights hereunder, and fulfill their obligations hereunder;
in addition, once this Agreement is signed, the provisions of this Agreement shall be legal, effective and binding on the Transferor.



1.2 On
the Date of Transaction, the Salable Equities account for 100% of the shares issued by the Target Company. 


1.3 On
the Date of Transaction, the Salable Equities are beneficially owned by the Seller and the Seller has the right, power and authorization
to sell and transfer the Salable Equities. On the Date of Transaction, the Salable Equities are not subject to the restrictions
of any Encumbrance and are attached with ancillary rights. 


1.4 Except
for the approval of the Board of Directors and SFC, the sale and transfer of Salable Equities do not need the consent of any third
person. 


1.5 The
original or the Director-certified copy of the newest articles of association and other constitutional documents of the Target
Company has been provided to the Buyer. To the best knowledge and belief of the Transferor, the contents of the articles of association
and other constitutional documents of the Target Company are true and complete and are attached with the resolution of the Target
Company adopted according to related requirements of laws on which the establishment of the Target Company is based. 


1.6 On
or before the Date of Transaction, the Target Company is legally established and validly existing according to the laws of the
place where they are registered and established and have full rights and legal power to operate their business and own their assets.
To the best knowledge and belief of the Transferor, the Target Company has not become bankrupt or liquidated, nor has been required
to undergo liquidation or bankruptcy by any resolution, application or order, and no liquidator or receiver has been assigned for
the assets of the Target Company. 


1.7 To
the best knowledge and belief of the Transferor, the details of the Target Company as listed in Appendix 1
and such Business in Appendix 2 are true, accurate and complete in all aspects
and will not lead to any misunderstanding. 


1.8 To
the best knowledge and belief of the Transferor, subject to the obtainment of approval from the SFC for related sale, the conclusion
of this Agreement, sale of the Salable Equities, and the compliance with and performance of their liabilities hereunder will not
conflict with or contravene any law, decree, or agreement binding on the Target Company or any judgment, injunction, order, decision,
and ruling that are issued by any court, arbitration tribunal and administrative or government agency. 


1.9 The
Target Company has not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face
any legal proceeding or lawsuit that will cause the liquidation of the Target Company. 



     


     

    




1.10
The Transferor has not taken any actions resulting in its liquidation, nor have taken or instituted nor will institute or face
any legal proceeding or lawsuit that will cause the liquidation of the Transferor.


 


2. Shares



2.1 The
Target Company has not reached any unfulfilled agreement with any person or undertaken to any person to issue, provide or give
shares, securities or bonds of any form or type. 


 


3. Performance
under Law and Company Registration


3.1 The
Target Company has legally and validly performed the requirements of document submission and registration pursuant to the laws
and regulations of the place where they are registered and established as well as the provisions of other related laws. 


3.2 To
the best knowledge and belief of the Transferor, the statutory instruments and resolutions of the Target Company are all written
according to law and the Target Company has performed the requirements of related laws for the Target Company, issued shares, bonds
and other securities. 


3.3 The
Target Company, as the hypothecation (if any) of the beneficiary, has been registered with related registration authority or government
department pursuant to the requirements of the relevant laws. 


3.4 The
originals of all evidentiary documents on the ownership of significant properties of the Target Company, all signed copies of significant
contracts to which the Target Company serves as a party, and other important documents and materials of the Target Company are
held or controlled by the Target Company. 


 


4. Accounts



4.1 The
Accounts, to the best knowledge and belief of the Transferor: 


(a) on
the date of accounts, are correctly prepared and made according to applicable laws and regulations and generally accepted good
accounting standards and truthfully, fairly, completely and correctly reflect the financial situation of the Target Company on
the date of accounts; 


(b) make
true and fair description of the operation and financial situation of the Target Company; 


(c) have
not been subject to any prejudicial influence of any unusual, special or non-repetitive events that have not been disclosed in
the Accounts; and 


(d) fully
and comprehensively disclose the financial situation of the Target Company up to the date or related accounts. 


4.2 The
Accounts and other accounts books and records are owned or controlled by the Target Company, have all been appropriately recorded
in writing and demonstrated correctly, reflect that all dealings concluded by the Target Company are carried out according to applicable
laws and regulations and commonly adopted and generally accepted good accounting standards, and truly and fairly reflect the financial,
trading and contractual status of the Target Company, the fixed assets, current assets, contingent assets and liabilities thereof,
as well as the debtors and debtees thereof. The accounting standards of the Target Company has been consistent and have not undergone
any material change since the Target Company has been established. 


4.3 As
of April 1, 2015 (“Date of Accounts”), 


(a) The
Target Company has not concluded any significant contracts or undertakings (except for the businss contracts reached in routine
operation) and have not reached any agreement on the acquisition of, sale of, or consent to acquire or sell, significant fixed
assets; 



     


     

    




(b) The
Target Company has not incurred any liabilities (except for the normal commerce clauses that are abided by in normal commercial
operation); 


(c) The
Target Company has not been involved in any accident that may result in the termination of any significant contracts or any existing
significant rights and interests of the companies by any third party, or any event that the Target Company is required to repay
any large-amount payment or debt before the maturity date;


(d) The
Target Company has not set up any Encumbrance on all or part of their assets; 


(e) The
Target Company carries out their routine operation as usual in the same manner (including nature and scope) so as to maintain their
basic business reasonably satisfactory to the Buyer; the Target Company has not added to or issued any liability regarding their
non- fixed assets or carrying value, nor have reached any unusual or abnormal contracts; 


(f) Except
for the ordinary business-related resolutions adopted at the annual general meetings, the Target Company has not adopted any resolutions
at the general meetings thereof; 


(g) The
Target Company has not paid, announced the payment of, or decided to pay, or planned to pay, any dividend or other distributions
to the shareholders of the Target Company; 


(h) The
Target Company has not suffered any significant event that damages the reputation, routine operation, financial situation or prospect
of the Target Company and the Target Company concludes dealings and bearings only under their normal operation conditions; 


(i) The
Target Company has not suffered any significant event that affects the tax liabilities of the Target Company or causes the Target
Company to be deemed to (compared with the actual situation) have any income, interest or gain, which renders the Target Company
liable to pay any tax that should have been directly paid or first borne by another third person, firm or company; 


(j) Except
for the director’s fee, the Target Company has not paid any remuneration (or bonus) to any Management personnel or employee
thereof or increased the benefits of such personnel or employee, nor have undertaken to increase such remuneration in the future
(whether retroactive or not); and 


(k) There
is no significant and adverse change in the financial situation and prospect of the Target Company, and the Target Company only
concludes dealings and assume liabilities in their routine business. 


4.4 All
the following significant contracts (if any) signed by the Target Company before April 1, 2015 shall be disclosed to the Buyer
in writing or be reflected in the Accounts: 


(a) Issuing
or agreeing to issue any capital stock or loan capital with an amount exceeding HK$500,000 or granting or agreeing to grant any
option involving shares or loan capital or the right to purchase or subscribe any share or loan capital; 


(b) Concluding
any dealing agreement or contract, trading, or business beyond the general normal business or with an amount exceeding HK$500,000,
purchasing or selling any rights and interests in any assets, or increasing or assuming any capital commitment or expenditure,
or actual or contingent liability in any form; 


(c) Except
for general normal business, establishing or permitting any hypothecation, pledge (fixed or floating), lien, mortgage, or mortgage
or Encumbrance in other forms, or rights and interests of any nature (whether similar to the foregoing or not), or establishing
or creating lien on any part of its business, property or assets of the Target Company, except for the lien that is created according
to law or by its normal business operation and that involves a small amount; 



     


     

    




(d) Unless
required by general business operation, any contract concerning the borrowing or loan exceeding HK $1,000,000. 


4.5 Except
for those provided herein, the Target Company has not announced or paid any dividend from the Date of Accounts. 


4.6 As
of the Date of Accounts, the Target Company has not undergone any Material Adverse Change (or impact). 


 


5.
Financial Condition 


5.1 From
the date of this Agreement and the Date of Accounts, there is no 


(a) Significant
dealing that constitutes non-routine business operation; 


(b) Loan,
indemnity or Warranty concluded by the Target Company for any other person, except for those signed as required by the normal operation
of the Target Company; 


(c) Conclusion
of any agreement for the purpose of carrying out the foregoing matters; 


(d) Any
sale or transfer of any tangible or intangible assets that are required in maintaining the basic operation of the Target Company;
or 


(e) Any
damage, destruction or loss, whether insured or not, which causes serious damage to the Property and Business (by the entirety)
of the Target Company. 


5.2 To
the best knowledge and belief of the Transferor, the accounts and records of the Target Company are prepared according to the accounting
policies that correspondingly adopted in the business place of such company, are treated according to the related provisions of
local laws, reasonably record and fairly reflect all dealings, accounts and records of the Target Company, and are free of any
major deviation or inconsistency. 


5.3 Except
for the dealings carried out by the Target Company in normal business operation activities in connection with this Agreement or
involved herein, the Target Company have not had any unrecorded debt, contingent debt and undertakings from the date on which this
Agreement is signed to the date of the transaction is completed. 


5.4 Except
for the liabilities and obligations of the Target Company that are created in the routine business operation or according to law
or that have been disclosed, the Target Company does not have any other significant obligations and liabilities. 


5.5 Except
for those that have been disclosed, from the signature date of this Agreement to the account management date, the Target Company
does not have: 


(a) any
loan or debt of any credit or lending natural 


(b) any
mortgage, pledge or bond or any obligation (including conditional obligation) to establish mortgage, pledge or bond, except for
the mortgage, pledge or bond incurred in recurrent business; and


(c) Any
unfulfilled obligation or other contingent obligations under any indemnity. 


5.6 Except
for all guarantees from which the Transferor is discharged pursuant to Article 3.1(1),
the Transferor or the Target Company has not done any act that may affect or damage the use by the Target Company of the draft,
loan, or other financing. 


5.7 Except
for the dealings of the Target Company that have been disclosed and that are created in the normal business operation activities,
or that are in connection herewith or that are involved herein, the Target Company, from the signature date of this Agreement to
the Date of Transaction, has not had any unrecorded loan or borrowing that shall be paid but that has not been paid to any third
party, nor have issued any indemnity/Warranty in the favor of any third person or formed mortgage of any other forms, nor have
any obligations and undertakings to third persons. 


 



     


     

    




6. Licenses



6.1
The Target Company has obtained Licenses issued by SFC for type 4 Regulated Activities (giving investment advice relating
to the sale/purchase of securities), type 5 Regulated Activities (giving investment advice relating to the sale/purchase of futures
contracts), and type 9 Regulated Activities (providing assets management), and the foregoing Licenses remain effective and take
effect from the issuance date of such Licenses to the Date of Transaction specified herein.


6.2 To
the best knowledge and belief of the Transferor, no circumstance has occurred that may result in the revocation, cancellation,
withdrawal, termination or suspension of the registration or approval of any License. 


6.3 To
the best knowledge and belief of the Transferor, there is no investigation or inquiry which will result in the revocation, withdrawal,
or termination of the Licenses or suspension of such Licenses, registration or approval.


6.4
To the best knowledge and belief of the Transferor, the Target Company and the responsible officers thereof have abided by all
license-issuing conditions of the foregoing licenses, all laws and regulations applicable to Licensee Corporations and responsible
officers thereof (including Securities and Futures Ordinance and Securities
and Futures (Financial Resources) Rules) and approvals,
notices, regulations, codes, and guidelines promulgated by SFC for the regulation of Licensee Corporations and responsible officers
thereof (including Code of Conduct for Persons Licensed by or Registered with the Securities
and Futures Commission, Competence Guidelines,
and Fit and Proper Guidelines). All information furnished
by the Target Company and the responsible officers thereof to SFC shall be true, accurate and complete in all aspects and shall
be non-misleading. 


6.5 The
board of directors of the Target Company has passed and adopted the compliance handbook,, internal monitoring policy & procedure
handbook, and code of conduct that satisfy the statutory requirements and requirements of SFC so as to ensure that the Target Company
fully meets the statutory requirements and the requirements of SFC in such terms as compliance, internal separation of duties,
financial and corporate accounts, firewall, frauds in market, conflict of interest and confidentiality of information. The Target
Company is able to, under reasonable expectation, protect its business under the License from financial loss arising from theft,
fraud or other dishonest act, or professional improperness or negligence. 


 


7. Insurance



7.1 To
the best knowledge and belief of the Transferor, the Target Company has not suffered any uninsured non-recurring or abnormal loss.



 


8. Tax



8.1 To
the best knowledge and belief of the Transferor, the Target Company has abided by, in all aspects, the tax-related registrations
and notices required by relevant laws, have kept proper and complete records of tax matters, and have filed tax tables on schedule;
there is no pending dispute with tax bureau and other tax authorities. 


8.2 To
the best knowledge and belief of the Transferor, the Target Company has: (a) paid all payable taxes incurred on or before the Date
of Transaction; and (b) taken all steps to obtain all tax breaks that they are entitled to on or before the Date of Transaction.




     


     

    




8.3 To
the best knowledge and belief of the Transferor, there is no dispute between the Target Company and government agencies over the
related taxes, and the Seller does not know any pending dispute or the possibility of dispute. 


 


9. Major
Dealings


9.1 Unless
otherwise provided herein, form the Date of Accounts, the Target Company have not: 


(a) issued
or redeemed or agreed to issue or redeem any share or loan capital; 


(b) Announced
or paid or distributed any dividend, made any investment distribution, repaid any loan or investment loan in whole or in part;



(c) carried
out any major dealings (including but not limited to the trading of important assets) or incurred any liabilities (except for those
incurred in routine operation); or 


(d) given
any Warranty or indemnity, or given any Warranty or indemnity on behalf of any person or company. 


 


10.
Lawsuit 


10.1
The Target Company has not been involved in any ongoing or possible lawsuit, arbitration, complaint, or other disputes over law
or contract, nor have participated in the hearing of any statutory government department, authority, organization or agency, nor
have been investigated with respect to any significant dispute or by a government agency in the place where the business of the
Target Company is operated. 


10.2
There is no lawsuit, arbitration, complaint, or other litigation over law or contract, against the Target Company, or investigation
threatened or pending; to the best knowledge and belief of the Seller, there is no fact or circumstance that may result in such
lawsuit, arbitration, investigation or hearing. 


10.3
To the best knowledge and belief of the Transferor, there is no unfulfilled court judgment or order against the Target Company
and the Target Company has not been subject to the restrictions of any continuous injunction, writ of execution or decree. 


 


11. Contract
and Undertaking 


11.1
From the Date of Accounts, the Target Company have operated business as usual and, except for the dealing hereunder, the Target
Company has not carried out dealings or incurred any significant liabilities and obligations, unless such liabilities or obligations
are concluded in the normal routine operation on the fair and reasonable basis. 


11.2
The Target Company has not contravened any significant contracts and undertakings. 


 


12. Liquidation


12.1
To the best knowledge and belief of the Transferor, there is no court order or petition or resolution requiring the liquidation
of the Target Company, or any detention, enforcement, any other proceedings or any legal actions against the Target Company which
result in the obtainment of the property owned by the Target Company. 


12.2
To the best knowledge and belief of the Transferor, there is no appointment of an enforcer or liquidator with respect to the real
estate or property of the Target Company. 



     


     

    




12.3
To the best knowledge and belief of the Transferor, the Target Company has not reached any arrangement or consultation with its
debtees or debtees of any type. 


12.4
To the best knowledge and belief of the Transferor, there is no circumstance under which any floating mortgage may be enforced,
nor any circumstance that may result in the enforceability of floating mortgage. 


 


13. Trading
and Business


13.1
The Target Company carries out business operation activities according to relevant existing laws of Hong Kong or applicable laws
of other jurisdictions, and there is no court order, injunction or judgment that is given by a court or government agency in Hong
Kong or other jurisdictions that may cause adverse impact on the Target Company and the Property or operation thereof. 


13.2
In order to cause the Target Company to operate their business effectively, to the best knowledge and belief of the Transferor,
the Target Company has obtained the licenses, permits, approvals and authorizations related to operation and such licenses, permits,
approvals and authorizations are all legal and validly existing; the seller does not know any reasons that may result in the suspension,
cancellation or abolishment of the foregoing licenses, permits, approvals or authorizations or that may cause the foregoing licenses,
permits, approvals or authorizations not to be renewed or reissued upon the expiration thereof. 


13.3
From the Date of Accounts, all businesses of the Target Company are carried out normally. 


13.4
The Target Company or the Directors, managers, agents or employees (during the term of office) have not committed or done any act
or omitted any matter and such act or omission has violated the related laws, decrees or regulations of Hong Kong or other places
(especially the provisions of Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong) and all bylaws
and rules, the Company (Winding Up and Miscellaneous Provisions) Ordinance (Chapter
32 of Laws of Hong Kong), and the Company Ordinance (Chapter 622 of Laws of Hong Kong) ) and thus should be subject to fines
or any other punishments.


 


14. Miscellaneous


14.1
The Target Company has not:


(a) violated
any law, ordinance, order, detailed rule or regulation binding thereupon, or contravened the provisions of the articles of association
and detailed rules of the Target Company, or breached any trust, covenant, agreement or license to which it is a party, or violated
any indemnity, mortgage, pledge or bond; 


(b) participated
in any performable dealing, which is unenforceable because it is cancellable or even invalid or illegal on the suggestion of a
Party; or 


(c) omitted
or permitted the omission of any act done for the purpose of protecting the ownership of the properties of the Target Company or
for enforcing or retaining the preferential ownership of any property. 


14.2
All information contained in any material furnished by the Transferor for the purpose of concluding this Agreement is true and
accurate and is free of any undisclosed significant fact or event, which may cause the foregoing information or document to be
untrue, incorrect, or misleading. 


14.3
The Transferor has full legal capacity to sign this Agreement, to exercise their corresponding rights, and to perform their corresponding
obligations; this Agreement, once signed by the Parties, will become an effective document that is binding on all Parties and,
subject to the clauses hereof, may enforce the Parties to perform their obligations pursuant to related provisions. 



     


     

    




14.4
The execution, delivery, and performance of the obligations hereunder by the Transferor will not hinder the implementation of the
following provisions, (a) laws, regulations or any order or judgment formulated by any government, agency or tribunal in Hong Kong
or in any jurisdiction where it is registered or operated; (b) company registration laws and company registration documents on
the date this Agreement is signed and on the date the transaction is completed; and (c) any mortgage, contract, undertaking or
document to which it is a party or that is binding thereupon. 


14.5
The execution, delivery and performance of this Agreement (to ensure effectiveness or feasibility) and dealing of Salable Equities,
unless otherwise provided herein, do not need to obtain any consent, permit, approval or authorization of any government agency,
or filing or registration. 


14.6
Unless otherwise provided herein, the signature and implementation of this Agreement do not need any waiver, consent or approval
of any government agency or any third party nor, unless otherwise provided herein, the filing with any government agency or any
related third party. 


14.7
From the signature date of this Agreement to the Date of Transaction, to the best knowledge and belief of the Transferor, the contents
listed in the foreword, appendixes and annexes are all true, accurate, and complete. 


 


15. Money
Laundering and Terrorist Financial Activities 


15.1
The Business has abided by from the outset all laws and regulations on anti-money laundering and counter-terrorism finance promulgated
by all and any applicable jurisdictions and the rules, regulations, guidelines or circulars issued or administered by any government
agency in any applicable jurisdictions, including but not limited to Anti-Money
Laundering and Counter-Terrorist
Financing (Financial Institutions)
Ordinance (Chapter 615 of Laws of Hong Kong), Drug Trafficking (Recovery of Proceeds) Ordinance (Chapter
405 of Laws of Hong Kong), Organized and Serious Crimes Ordinance (Chapter 455 of Laws of Hong
Kong), and United Nations (Anti-Terrorism Measures) Ordinance (Chapter 575 of Laws of Hong Kong); to
the best knowledge and belief of the Transferor, the Target Company has not been involved in any legal action, lawsuit or legal
proceeding launched by a government agency or other authorities or organizations of any jurisdiction on anti-money laundering and
anti-terrorism finance, nor face the threat of such legal action or lawsuit or legal proceeding. 


 


16. Licensed
Corporation


16.1 By the Date of Transaction hereof,
there is no circumstance that results in the possible revocation, withdrawal, cancellation, termination or suspension of the Licenses,
registrations or approvals issued by SFC and/or any government agency to the Target Company as the Licensed Corporations.


16.2 To
the best knowledge and belief of the Transferor, no Licensed Corporation nor the Director or employee thereof has received any
investigation or inquiry which will result in the revocation, withdrawal, termination or suspension by any regulatory authorities
(including but not limited to the SFC of Hong Kong) of Licensed Corporations of the Licenses, registrations or approvals issued
thereto.


 



     


     

    




17. No
Omission of Major Disclosure


17.1
To the best knowledge and belief of the Transferor, the Transferor and the Target Company have fairly, reasonably, comprehensively
and honestly disclosed all significant events or major adverse events of the Target Company in all aspects to the Buyer in writing.



 


18.
No Material Adverse Change


18.1
To the best knowledge and belief of the Transferor, the Target Company is free of any material adverse influence or change in all
aspects and are free of any event that may result in such influence or charge. 


 


19. Employee


19.1 There is no previous, present, threatened,
or pending dispute between a Target Company and its employees of any group or category, and there is no arrangement between the
Target Company and the labor union or organization acting on behalf of such employees.


19.2 The Target Company is not liable to
provide, after the Date of Transaction, any other benefits to their employees than the year-end bonus equal to the wage of not
more than one month, except for the benefits provided according to relevant laws, or regulations, or related articles of association.


19.3 Neither Target Company has any pension,
provident fund, separation or retirement welfare fund, plan or arrangement, which will cause the Target Company to adopt an agreement
and to provide retirement benefits of any type (the forgoing term shall include the welfare and provident fund payable at the time
of retirement, separation, death, or disability or any other benefits usually provided in the retirement plan) to any of its Directors
or senior officers or any spouse or other families of such Directors or senior officers.


19.4 The employment contract to which the
Target Company is a party may be terminated, without making significant compensations, by giving a notice of not more than one
month.


 


 


 


 



 






     


     

    

Appendix 4


Tax Indemnity Agreement


 


 

 


 


 


Dated on: April 8, 2016


 


iSTAR Capital International Co. Limited


and


 


Tianfeng Securities Co., Ltd.


and


 


iSTAR
International Wealth Management
Co. Limited


 


 


 


 


	Tax
Indemnity Agreement for iSTAR International
Wealth Management Co. Limited









 


 


 


 


 


 


 



 


 



     


     

    




This
Agreement dated on April 8, 2016 is signed and entered into by and among the following Parties. 


Contracting Parties:


(1) ISTAR
CAPITAL INTERNATIONAL CO. LIMITED, a limited company registered and organized in British
Virgin Islands, with the registered office at P.O. Box
957, Offshore Incorporations Centre Road Town,
Tortola, British Virgin Islands (“Transferor”);
 


(2) Tianfeng
Securities Co., Ltd., a company limited by shares that is registered and organized in Wuhan,
Hubei, China, with the registered office at 37F, Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan, Hubei,
China (“Buyer”); and


(3) ISTAR
INTERNATIONAL WEALTH MANAGEMENT
CO. LIMITED, a limited company registered and
organized in Hong Kong, with the registered office at Rooms
3705-07, the Center, 99
Queen’s Road Central,
Hong Kong (“Target
Company”). 


 


Foreword:


(A) The Transferor and the Buyer signed
the Agreement for Sale of 100% Equities of iSTAR
International Wealth Management
Co. Limited (hereinafter referred to as the “Sale Agreement”) on April 8, 2016.


(B) The Transferor agrees to sign this
Agreement in favor of the Buyer and the Target Company with respect to the tax liabilities of the Target Company.


 


1. Interpretations


1.1 Unless otherwise indicated in the context,
the terms and words defined in the Sale Agreement shall have the same meaning when used herein.


1.2 In this Agreement, unless otherwise
required by the context:


“Relief”: means any reduction,
allowance, preference, offset, deduction or exemption of any tax that the Target Company is entitled to according or ordinance
or any other legal bases; and


"Claim” includes any claim,
counter claim, evaluation, notice, application for claim or other documents made, or actions taken, by or on behalf of tax or any
other related statutory or government agency of Hong Kong or British Virgin Islands, on the basis of which the Target Company shall
be liable or be required to be liable to pay tax of any form or shall be revoked of the right to any relief or refund of tax of
any form, which should have been provided to the Target Company in the absence of such tax claim; if the revocation of the right
to any relief or refund of tax of any form shall be deemed to have created tax liability, the amount of such relief or refund or
(if the amount is relatively small) the amount of foregoing tax liabilities of the Target Company that is reduced due to such relief;
in the absence of the afore-said revocation, related tax rate that is adopted for such period of relief or that takes effect during
such period or (if the period for Tax rate has not been determined) the final known tax rate, and the profit of the Target Company
to set off against such relief as is shown in the audited financial statements for such period.


1.3 The headings in this Agreement are
for convenience of reference only and shall not affect the interpretation hereof.



     


     

    




1.4 In this Agreement, words importing
the singular include the plural and vice versa; words importing gender or neutral gender include all genders and a reference to
a person includes corporate bodies and unincorporated bodies.


 


2. Compensation


2.1 Subject to the compliance with the
provisions hereof, the Transferor hereby undertakes to the Buyer and the successor thereof and the Target Company that it will
compensate the Target Company and cause, at any time during the term hereof, the Target Company to continue being compensated for
any income, profit or proceeds earned, charged or collected on or before the data of this Agreement by the Target Company, or any
tax arising from any event or dealing (whether separately or in connection with any circumstance that appears on or before the
date of this Agreement) concluded or created on or before the date of this Agreement.


2.2 The compensation stated in Article
2.1 shall not apply to the following:


(a) Any provisions or reserve made for
taxes in the accounts on the date specified by the Target Company at the time of transaction; or


(b) Any Claim arising from any retroactive
change to the law or practice of the tax bureau or any related authority of Hong Kong or British Virgin Islands that takes effect
after the date of this Agreement, or any Claim created or added due to the increate of tax rate after such date (retroactive).


2.3 The compensation provided in Article
2.2 shall extend to all penalties, fines, interests, expenses and expenditures arising from any levy that the Transferor shall
bear according to Article 2 hereof.


2.4 The Parties agree that if a Claim has
been made pursuant to the Sale Agreement, such Claim may not be filed again pursuant to this Agreement.


 


3. Claim and Payment


3.1 This Agreement shall be permanently
effective from the date of this Agreement.


3.2 If the claimed tax arises from the
dishonest intention and/or act and/or careless negligence of (a) the Transferor and/or any persons related thereto and/or (b) Target
Company, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof, there is
no upper limit on the total amount of indemnity given by the Transferor to the Buyer; however, if the claimed tax does not arise
from the dishonest intention and/or act and/or careless negligence of (a) the Transferor and/or any persons related thereto and/or
(b) Target Company, or the Directors, Licensed Corporations, employees, agents, representatives, or professional advisers thereof,
the upper limit on the total amount of indemnity given by the Transferor to the Buyer shall be the purchase price.


3.3 All moneys that the Transferor shall
pay pursuant to this Agreement shall be paid without any deduction or withholding that is caused whether by tax or other reasons.
If such deduction or withholding is required by law, the Transferor shall pay such moneys after the foregoing deduction or withholding
and the amount of such moneys shall be equal to the amount that the payee shall be entitled to in the absence of the any of the
foregoing deduction or withholding requirement.


3.4 If the Transferor shall make compensation
to the Buyer due to any Claim, while the Buyer or any Target Company has obtained the compensation from a third party or the repayment
or refund of related tax authorities with regard to such Claim, the Buyer shall return, to the Transferor, the compensation paid
by the Transferor after deducting reasonable expenses or other expenditures directly incurred in the obtainment of the compensation
from such third party or the repayment or refund from related tax authorities.


 



     


     

    




4. Notice 


4.1 Any
notice, requirement, legal instrument, document or other communications (collectively referred to as “Communications”
in this Article 4) given pursuant to this Agreement shall be written in English
or Chinese, shall be made in writing, may be sent personally or by mail or be transmitted to the fax number (if any) of related
Parties, and shall indicate the recipient and/or other persons specified in Article 4.4
to whom the Communications shall be copied.. 


4.2 If
the Party to whom the Communications shall be sent or copied according to this Agreement needs to change its address or fax number,
it shall send a written notice to all other Parties pursuant to the provisions of Article 4
and indicate in such notice that such change is made for the purpose of this Agreement; such change shall not take effect unless
and until five days after such notice is sent. 


4.3 All
Communications shall be given in the following manner and shall be deemed received by the recipient of such Communications at the
time indicated beside related mode of sending:


Mode of sending deemed
time of receipt


Local mailing or courier service
24 hours


Fax at the time of transmission


Air courier/express mail 3
days


Air mail 5 days 


4.4 The
initial address and fax number, recipient and cc recipient of the Communications to the Parties are as follows:


To the Transferor:


Address:
Rooms 3705-07, The Center, 99
Queen’s Road Central,
Hong Kong 


Fax number:
852-3900 1705


Recipient:
Governing Board 


 


To the Buyer:


Address: 37F,
Tower A, Poly Plaza, No. 99 of Zhongnan Road, Wuchang District, Wuhan


Fax number:
027-87618863 (Wuhan)


Recipient: Mr. Wu Jiangang


 


To the Target Company:


Address:
Rooms 3705-07, the Center, 99
Queen’s Road Central,
Hong Kong 


Fax number:
852-3900 1705


Recipient:
Governing Board 


 


4.5 The
Communications delivered pursuant to Article 4 shall be deemed effectively given.
If the Communications are delivered to the address of the recipient or the address has been correctly written on the envelope containing
such Communications and the Communications are mailed or sent to the address of the Recipient or transmitted to the recipient appropriately
by fax, such Communications shall be deemed given and/or received. If the Communications are sent by fax, they shall be deemed
appropriately given after the successful transmission report printed by the fax machine is received. 



     


     

    




4.6 Any
provisions of this Article do not preclude the delivery of Communications by other means permitted by law or proof of such delivery.


 


5. Miscellaneous Provisions


5.1 This Agreement shall be binding and
effective on the successors and transferees of the Parties; without the prior written consent of the other Parties, no Party, except
for the Buyer, may transfer its rights and obligations hereunder.


5.2 This Agreement constitutes the entire
agreement with respect to the dealing contemplated herein. No Party to this Agreement will rely on any representations or warranties
of the other Parties that do not constitute the provisions hereof.


5.3 Any amendment to this Agreement shall
not be binding before it is signed in writing by the Parties hereto or the representatives thereof.


5.4 The
failure or delay to exercise the rights or compensations hereunder shall not deem as a waiver of such rights or compensations or
the waiver of any other rights or compensations; any single or partial exercise of any rights or compensations hereunder does not
preclude any further exercise of such rights or compensations, or the exercise of any other rights or compensations. 


5.5 The
rights, powers and compensations included in this Agreement are accumulative and do not preclude any rights or compensations conferred
by laws.


5.6 If reasonably required by the Buyer
during the term hereof, the Transferor will efficiently implement these documents and implement further stipulations and provide
any and all compensations hereunder to the Buyer and the successor thereof as well as the Target Company.


5.7 This
Agreement may be signed in any number of copies or separate copies. Each copy so signed shall be deemed as an original, provided
that all copies shall constitute the same document and shall be binding on all Parties.


5.8 If
any provisions hereof become illegal, invalid or unenforceable at any time in any aspect, the legality, validity, and enforceability
of the remaining parts hereof shall not be thus affected or damaged. If any provision hereof becomes illegal or unenforceable in
a jurisdiction, such illegality or unenforceability shall not affect the legality or enforceability thereof in another jurisdiction.


 


6. Governing
Law, Jurisdiction and Receiving Agent of Legal Instruments


6.1 This
Agreement shall be governed by and interpreted in accordance with the laws of Hong Kong. The Parties hereby irrevocably agree that
court of Hong Kong serves as the non-exclusive tribunal. The contracting Parties hereby irrevocably agree to waive any objection
to any court or place of litigation involved in this Article that they may raise at any time or any objection to Claims made in
lawsuits filed to other courts. 


6.2 The
Transferor hereby irrevocably designates Mr. Shi Shaoming (address: Rooms 3705-07, the
Center, 99 Queen’s
Road Central, Hong
Kong, telephone: 852-3900 1701, fax: 852 3900 1705) as their agent (“Transferor’s
Agent”) to receive and confirm any writ, subpoena, order, judgment or other legal proceeding notice (collectively referred
to the “Legal Notice”) in Hong Kong on behalf of the Transferor. The personal delivery of the Legal Notice to
the Transferor’ Agent or sending of such Legal Notice to the foregoing address or known new address by registered mail, such
Legal Notice shall be deemed effectively served on the second Business Day after it is mailed; if there is a mail box at the foregoing
address or the known new address, the putting of such Legal Notice into such mail box (whether sent to the Transferor or not or
received by the Transferor or not) shall be deemed that such Legal Notice has been effectively given. If the Transferor’
Agent is unable to continue serving as the agent of such Transferor for any reason, the Transferor shall appoint another agent
in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in writing of such appointment pursuant
to Article 6. According to Article 6, unless and until the notice on the appointment of the new agent is deemed to
have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have been appropriately given to the
Transferor under law if it is appropriately sent to the Transferor’s Agent.






     


     

    

6.3 The
Buyer hereby irrevocably designates Mr. Wu Jiangang (address: Room 1108, 11/F, Nexxus
Building, 41 Connaught Road, Central, Hong Kong, telephone:
86-13310130661) as its agent (“Buyer’s Agent”) to receive and confirm any Legal Notice in Hong Kong on behalf
of the Buyer. If any Legal Notice is delivered to the Buyer’ Agent personally or sent to the foregoing address or known new
address by registered mail, such Legal Notice shall be deemed effectively served on the second Business Day after it is mailed;
if there is a mail box at the foregoing address or the known new address, the putting of writ and/or other related documents into
such mail box (whether sent to the Buyer or not or received by the Buyer or not) shall be deemed that such writ and/or documents
have been effectively served. If the Buyer’s Agent is unable to continue serving as the agent of such Buyer for any reason,
the Buyer shall appoint another agent in Hong Kong for the same purpose and shall notify the other contracting Parties hereto in
writing of such appointment pursuant to Article 6. According to Article 6, unless and until the notice on the appointment
of the new agent is deemed to have been received by other contracting Parties hereto, any Legal Notice shall be deemed to have
been appropriately given to the Buyer under law if it is appropriately sent to the Buyer’ Agent.


6.4 The
provisions of Article 4, after necessary amendment, shall apply to any Communication
between the receiving agents of the legal instruments as designated by the contracting Parties in Article 6
or between the successors’ agents.


[The remainder of this page is intentionally
left blank]


 


 


Page for Signature


This
Agreement is concluded in the form of a deed and the effective date hereof shall be the date stated on the first page.


 


 


 


Signature
of the Buyer 


Tianfeng
Securities Co., Ltd.


Seal:



Name:
Wu Jiangang


Position:
authorized person


 



     


     

    




Signature
of the Transferor 


iSTAR
Capital International Co. Limited, the Transferor 


Seal:


Name:
Tang Zhenyu


Position:
authorized person


 


Signature
of the Target Company 


iSTAR
International Wealth Management Co., Limited


Seal:


Name:
Tang Zhenyu


Position:
authorized person