Exhibit 4.82


 





 


 


Zhejiang
Shangmeng Technology Co., Ltd.


 


 


 


Equity
Transfer Agreement


 


 


 


 





March
of 2016


 






     


    
Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 





Equity Transfer
Agreement


 










This Equity Transfer
Agreement (the “Agreement”) is made and entered into by and between the following parties in Xihu District,
Hangzhou on March 29, 2016:


 


1. Transferor:
Shenzhen Tongfu Technology Co., Ltd.(深圳市统付科技有限公司),
a company duly incorporated with limited liability and validly existing under the Laws of the People’s Republic of China
(the “PRC”);


 


2. Transferee:
Shanghai Xingye Investment Development Co., Ltd. (上海兴业投资发展有限公司),
a company duly incorporated with limited liability and validly existing under the Laws of the PRC;


 


(The Transferor and
the Transferee shall be hereinafter referred to collectively as the “Parties” and individually as a “Party”.)


 


WHEREAS


 


1. Zhejiang Shangmeng
Technology Co., Ltd. (浙江商盟科技有限公司) (hereinafter referred to
as the “Target Company”) was incorporated on August 19, 2009, with a registered capital of RMB100,000,000, and
its business scope includes high-tech products, computer and network systems, software and hardware, network engineering technology
development, computer system integration technology consulting and service for transfer of computer system integration technology
achievements, information consulting service and agency service;


 


2. The Target Company
wholly owns Shangmeng Commercial Service Co., Ltd. (商盟商务服务有限公司)
(hereinafter referred to as the “Ultimate Target Company”), a third party payment service institution established
under the approval of the People’s Bank of China, which has a registered capital of RMB100,000,000, and mainly engages in
internet payment and prepaid card payment business and has the third party payment license (License No.: Z2005533000014) issued
by the People’s Bank of China;


 


3. The Transferor holds
63% equity of the Target Company (corresponding to the paid-in capital of RMB63,000,000); and


 


4. In order to realize
the control over the Ultimate Target Company and operate the business set forth in Paragraph 2 of the WHEREAS Clause on an ongoing
basis through the Ultimate Target Company, the Transferee agrees to acquire the 63% equity in the Target Company held by the Transferor
in the way agreed herein, and the Transferor agrees to sell such equity to the Transferee.


 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


Pursuant to the laws
and regulations of the People’s Republic of China and upon negotiation, the Parties agreed as follows for joint compliance:


 


Article 1 Definitions
and Interpretation


 


Unless otherwise
required in the context, the following terms used herein shall have the following meanings:


 


“Target
Equity” refers to the aggregate 63% equity of the Target Company that is proposed to be transferred by the Transferor
to the Transferee, and all rights, titles and interests in connection therewith (including but not limited to all rights, titles
and interests represented by and contained in such equity under the Current AOA of the Target Company);


 


“Transfer
of Target Equity” refers to the act of the Transferor to transfer equity of the Target Company of the said percentage
to the Transferee in accordance with the terms and conditions of this Agreement;


 


“Agreement”:
refers to this Equity Transfer Agreement entered into by the Parties, including the appendices and all amendment hereto as may
be from time to time made in accordance with this Agreement;


 


“Registration
Authority”: refers to the industrial and commercial administration authority which takes charge of equity transfer registration;


 


“Current AOA”
refers to the Articles of Association of the Target Company currently in force at the time of execution of this Agreement;


 


“Equity
Transfer Price” refers to the consideration agreed to be paid by the Transferee for acquisition of the equity transferred
by the Transferor;


 


“Equity
Transfer Completion Date” refers to the date when the formalities of industrial and commercial registration for the equity
transfer contemplated hereunder and the amended Articles of Association have been completed, as well as the Transferee has paid
the remaining amounts to the Transferor upon the satisfaction of the agreed conditions.


 






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“Change
of Director” refers to the change of directors of the Target Company into the directors appointed or consented to by
the Transferee and the completion of relevant industrial and commercial registration change/filing formalities, in accordance with
the provisions of this Agreement.


 


“Adverse
Effect” refers to any circumstance or status which produces any adverse effect on the valid existence, business or operation,
assets and liabilities (including contingent liabilities), operation performance or financial conditions of the Target Company
and the Ultimate Target Company.


 


“PRC”
refers to the People’s Republic of China, and shall, for the purpose of this Agreement only, exclude Hong Kong Special Administrative
Region, Macau Special Administrative Region and Taiwan.


 


“Laws”
refer to the laws, regulations, departmental rules and other normative documents that are currently in force and have been promulgated
and may be publicly available in the PRC. The headings and titles herein are for convenience only and shall not affect the interpretation
of this Agreement;


 


Article 2 Representations,
Warranties and Undertakings of the Transferor, Target Company and Ultimate Target Company


 


2.1 For the purpose
of completing the transaction contemplated herein, the Transferor, the Target Company and the Ultimate Target Company severally
and jointly make the representations, warranties and undertakings set forth in Appendix I to the Transferee, and acknowledge that
the Transferee relies on such representations, warranties and undertakings to enter into this Agreement.


 


2.2 In addition to
the representations, warranties and undertakings set forth in Appendix I, considering that the core purpose of this Agreement is
that the Transferee acquires the control over the Ultimate Target Company by acceptance of the transfer of the Target Equity and
engages in the business authorized under the Payment Business License of the People’s Republic of China (License No.: Z2005533000014)
on an ongoing basis through the Ultimate Target Company, the Transferor, the Target Company and the Ultimate Target Company severally
and jointly undertake to the Transferee that the Payment Business License of the People’s Republic of China (License No.:
Z2005533000014) and the Value-added Telecommunication Business Operating License of the People’s Republic of China (Operating
License No.: Zhe B2-20120326) currently held by the Ultimate Target Company are legally obtained, authentic and validly existing,
and that there is no circumstance that will constitute any substantial obstruction for the valid renewal of the said payment license
by the Ultimate Target Company in accordance with the Circular of the People’s Bank of China on Work Concerning Renewal
of Payment Business License and other relevant laws and regulations.


 






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2.3 Each representation
and warranty herein shall be deemed as separate representation and warranty, and shall not be limited or restricted due to reference
to or inference from any other representation and warranty clauses or any other clauses of this Agreement (unless any provision
herein explicitly stated to the contrary).


 


2.4 Each representation
and warranty hereunder shall be deemed to be repeated and valid from the date when the Transferee pays the deposit to the date
when the Director Change has been completed.


 


2.5 The Transferor,
the Target Company and the Ultimate Target Company jointly undertake that if any of them is aware of any circumstance which makes
any representation or warranty become unauthentic, inaccurate or misleading in any aspect from the date hereof to the date of completion
of Director Change, it will immediately notify the Transferee in writing and obtain the recognition from the Transferee.


 


Article 3 Confirmation
on this Transaction by the Parties and Conditions Precedent


 


3.1 The consideration
of this equity transfer shall be based on the authentic assets and liabilities recorded in the consolidated financial statements
of the Target Company and the Ultimate Target Company; the equipments and systems currently held by the Target Company and the
Ultimate Target Company; and the intellectual property rights currently owned by the Target Company and the Ultimate Target Company,
including trademark, copyright and domain name right, etc.; and the licenses and business qualifications and eligibility required
for the business currently owned and effectively carried out by the Target Company and the Ultimate Target Company.


 


3.2 The Parties agree
that in case of any proof showing that relevant assets originate from any actual purchase or investment made by the Target Company
or the Ultimate Target Company, such assets shall also be all included in the consideration of this transaction, and the Transferor,
the Target Company and the Ultimate Target Company are obligated to include such assets into the scope of assets of the company
without any additional consideration to be paid by the Transferee.


 






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3.3 The Parties acknowledge
that where there is any accounts receivable of the Target Company or the Ultimate Target Company failing to be recovered within
six (6) months (which is not applicable to the accounts receivable of business deposit) or any time limit agreed by the Parties,
or there is any unrecorded liabilities (including contingent liabilities), salary and social insurance benefits, governmental fines
and punishments, unpaid taxes and charges and other payables (collectively “Undisclosed Liabilities”) of the
Target Company or the Ultimate Target Company, or where there is any shortage, damage or reduction or loss of use value (collectively
“Property Value Impairment”) of the equipments and systems of the Target Company or the Ultimate Target Company
due to willful acts of the Transferor (except for normal wears and tears), or where the intellectual property rights or business
qualifications of the Target Company or the Ultimate Target Company infringe upon rights of others, have any defect in title, or
are withdrawn by the relevant authorities, etc. which reduces, affects or causes loss of value, or leads to any external indemnity,
the Transferee shall be entitled to directly deduct the corresponding price from the consideration of this equity transfer.


 


3.4 The Parties acknowledge
that, where the accounts receivable of the Target Company or the Ultimate Target Company cannot be recovered within six (6) months
upon the closing date of the equity transfer for whatsoever reason, which leads to any recognizable losses, the Transferor and
the actual controller company shall be responsible for full indemnity to the Target Company or the Ultimate Target Company.


 


3.5 The Parties hereby
undertake and warrant that:


 


3.5.1 They are entities
legally incorporated and validly existing or natural persons with full capacity for civil conducts;


 


3.5.2 Their execution
of this Agreement has been validly resolved and fully authorized per their internal procedures, and the persons signing on this
Agreement on their behalf are their legal and valid representatives;


 


3.5.3 The execution
of this Agreement will not lead to their breach of laws, regulations and their articles of association (if applicable), any rule
which legally binds them or any of their obligations under other agreements;


 






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3.5.4 They understand
the possible risks for this transaction and are able to assume such risks;


 


3.5.5 They decide to
participate in this transaction based on their own independent judgment, without relying on any legal, investment or taxation advice
provided by any Party; and


 


3.5.6 They have carefully
read this Agreement and understood the exact meanings of the terms of this Agreement, without any serious misunderstanding.


 


Article 4 Equity
Transfer of the Target Company


 


4.1 The Transferor
agrees to transfer the equity it holds in the Target Company to the Transferee in accordance with the conditions set forth herein,
and the Transferee agrees to accept the transfer of the Target Equity in the way agreed herein.


 


4.2 Subject to other
preconditions agreed herein, the Parties unanimously agree to jointly go through the formalities for filing with superior regulatory
governmental authority or change of industrial and commercial registration as involved in the Transfer of Target Equity hereunder;
the Parties shall timely execute and supply the documents and materials required for such filing or registration.


 


4.3 From the date
of completion of the change of industrial and commercial registration of the Transfer of Target Equity, the Transferee shall enjoy
and assume the corresponding shareholder’s rights and obligations.


 


Article 5 Payment
Terms and Procedure for Transfer Price for Equity of Target Company


 


5.1 Equity Transfer
Price: upon negotiation and determination by the Parties, and subject to full compliance with this Agreement and its Appendix,
the overall valuation of the Target Company is RMB570 million; and the total transfer price of the Target Equity shall be RMB359.1
million (hereinafter referred to as the “Equity Transfer Price”).


 


5.2 The Transferee
shall, within 3 days upon execution of this Agreement, transfer 20% of the Equity Transfer Price (i.e. RMB71.82 million) to the
Transferor as the deposit under this Agreement, and comply with the following provisions:


 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


5.2.1 Where the formalities
for change of industrial and commercial registration are completed as agreed herein, such deposit shall be converted into part
of the Equity Transfer Price;


 


5.2.2 Where this
Agreement is terminated due to reasons not attributable to both Parties, the Transferor shall refund the principal of such deposit
and pay interest thereof to the Transferee;


 


5.2.3 Where this
Agreement is terminated due to willful act or negligence of or other reasons attributable to the Transferor, the Target Company
or the Ultimate Target Company, the Transferor shall make double refund of the deposit to the Transferee; and


 


5.2.4 Where this
Agreement is terminated due to willful act or negligence of or other reasons attributable to the Transferee, the Transferor will
not refund such deposit.


 


5.3 The
payment terms and procedures for the Equity Transfer Price are as follows: within 3 days upon execution of this Agreement, the
Transferee shall pay the deposit agreed in Paragraph 5.2 of Article 5 (i.e. the first payment) to the Transferor, and upon receipt
of such deposit, the Transferor shall initiate the formalities for change of industrial and commercial registration of the Target
Company, and the Transferee shall cooperate positively; the materials required for shareholder change and change of articles of
association of the company with the administration for industry and commerce (hereinafter referred to as the “AIC Change”)
shall be submitted within ten business days upon the Transferee’s receipt of the deposit, and when submitting the materials,
the Transferee shall send people to participate in such submission.


 


5.4 Within
ten (10) business days after the Ultimate Target Company obtains the approval for renewal of the third party payment license and
obtains the new license with a new term issued by the People’s Bank of China, the Transferee will pay the remaining amounts
of RMB287.28 million (i.e. 80% of the transfer price) to the Transferor, and the Transfer of Target Equity shall be deemed to have
completed upon such payment.


 


5.5 All taxes, charges,
and expenses arising out of the AIC Change registration, as incurred during this equity transfer, shall be respectively assumed
in accordance with the PRC laws and regulations or withheld as required, by the Transferee, the Transferor and the Target Company.


 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


Article 6 Obligations
of the Parties


 


6.1 In addition to
the obligations otherwise provided herein, the Transferor, the Target Company and the Ultimate Target Company jointly and severally
assume the following obligations:


 


6.1.1 From the date
hereof, to prepare all legal documents required by the Registration Authority for the AIC Change registration necessary for this
equity transfer;


 


6.1.2 From the date
of completion of shareholder change registration to December 31, 2016, the Transferor shall assist the boards of directors of the
Target Company and the Ultimate Target Company in taking all possible measures to obtain all governmental approvals, consents and
licenses required for performing this Agreement, and satisfying relevant requirements for registration, filing and renewal;


 


6.1.3 For this equity
transfer, to go through the formalities for AIC Change registration for the Target Company with the Registration Authority, and
complete the AIC Change registration provided hereunder within the time limit prescribed herein, and retrieve the updated information
and materials on shareholders of the company reflecting this equity transfer;


 


6.1.4 Within 30 days
upon completion of the Director Change, complete the handover of the computer technologies, software, software management, computer
management of the payment platform and the materials and matters relating to the computer technologies and management of the payment
platform; and


 


6.1.5 Within 30 days
upon completion of the Director Change, complete the handover of the financial books and records, financial seals, important documents
and equipments, and all other assets of the Target Company and the Ultimate Target Company.


 


6.2 Obligations of
the Transferee


 


6.3.1 From the date
hereof, the Transferee shall assist the boards of directors of the Target Company and the Ultimate Target Company in taking all
possible measures to obtain all governmental approvals, consents and licenses required for performing this Agreement.


 


6.3.2 From the date
hereof, the Transferee shall assist the Transferor in completing the AIC Change Registration with the Registration Authority for
this equity transfer.


 








6.3.3 The Transferee
shall pay the Equity Transfer Price on time and in full as agreed herein.


 






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6.3 The Parties agree
and confirm that the provisions of this Agreement shall constitute legal, valid, binding and enforceable obligations of the Parties.


 


6.4 The Parties agree
that the Transferee may appoint a third party to serve as the entity that accepts the transfer of the Target Equity, and if the
Transferee does so, all rights and obligations of the Transferee hereunder shall be then assigned to such third party in general,
and the Parties shall unconditionally cooperate on the completion on relevant assignment formalities (the specific methods of which
shall be designated by the Transferee), including resigning this Agreement in the name of the third party or entry into an assignment
agreement, etc. Upon the assignment of the third party, the Transferee shall be jointly and severally liable for the obligations
of the Transferee hereunder, i.e. the Transferor may directly make claims against the Transferee. The guarantee liability shall
be in full force and effect until the date when the contractual obligations and legal liabilities to be assumed by the Transferee
hereunder are fully fulfilled.


 


Article 7 Remedies
and Liabilities for Damages for Breach of Contract


 


7.1 Transferor’s
Liabilities for Damages for Breach of Contract


 


7.1.1 The Transferor
shall compensate any loss caused to the Transferee due to the breach of this Agreement by the Transferor, the Target Company or
the Ultimate Target Company. Where the purpose of the Transferee to accept the transfer of the Target Equity is frustrated due
to any material breach of this Agreement by the Transferor, the Target Company and/or the Ultimate Target Company, the Transferee
may unilaterally terminate this Agreement. Where the Payment Business License of the People’s Republic of China (License
No.: Z2005533000014) currently held by the Ultimate Target Company fails to be renewed due to reasons not attributable to the Parties,
the Parties may terminate this Agreement upon negotiation.


 


7.1.2 The Transferor
hereby undertakes that the Transferee shall not assume any liability, obligation or loss arising out of any matter of the Target
Company and/or the Ultimate Target Company prior to the Director Change (including the indirect loss suffered by the Transferee
due to the bearing of such liabilities, obligations or losses by the Target Company and/or the Ultimate Target Company after completion
of this equity transfer), and where the Transferee bears any liability, obligation or loss due to any matter prior to the Director
Change, the Transferor shall make compensation to the Transferee or the Target Company (at the option of the Transferee) and hold
the Transferee harmless against such liability, obligation or loss.


 






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7.2 Where the Transferee
breaches or fails to perform the provisions of this Agreement, the Transferee shall indemnify the Transferor against all losses
suffered by such breach or failure.


 


7.3 Where any Party
breaches any or several obligations, undertakings or warranties hereunder, such Party shall assume the liabilities for breach of
contract, and in the absence of special provision or in case the loss cannot be calculated, such Party shall pay liquidated damages
to the non-breaching Party at the amount of 20% of the total Equity Transfer Price.


 


7.4 Where the Transferee
delays in paying the transfer price, the Transferee shall pay overdue payment interest to the Transferor, per 0.1% of the overdue
amount on a daily basis.





Article 8 Disclaimer


 


8.1. Force Majeure


 


Where any Party is
prevented from performing its obligations hereunder due to Force Majeure Event, the affected Party shall notify the other Party
in writing within fifteen (15) days upon occurrence of the Force Majeure Event, provide detailed materials on such event and documents
proving such event (including the documents issued by the official competent authority, if applicable) and explain the reasons
for its failure to perform or delay in performing all or part of the terms hereof.


 


“Force Majeure
Event” refers to any event that is unpredictable to any Party at the time of entering into this Agreement and the occurrence
and consequence of which is inevitable and insurmountable. Force Majeure Event shall include but not limited to earthquake, typhoon,
flood or other acts of God, fire, explosion, embargo, strike, riot, war, epidemic, etc.


 


In case of any Force
Majeure Event, neither Party shall be required to be liable to the other Party for any damage, incremental costs or losses resulting
from its failure to perform or delay in performing this Agreement, and such failure or delay shall not be deemed as a breach of
this Agreement. The Party claiming occurrence of Force Majeure Event shall take proper measures to mitigate or eliminate the influence
of the Force Majeure Event as much as possible, and try to resume the performance affected by the Force Majeure Event as soon as
possible.


 






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Where the Force Majeure
Event or the consequence of the Force Majeure Event prevents any Party from performing all or part of its obligations under this
Agreement for a period of one hundred and twenty (120) days or more from the date of occurrence of such Force Majeure Event, the
Parties shall, based on the influence of the Force Majeure Event, through unanimous affirmative votes upon negotiation, discuss
and determine whether to terminate this Agreement or not and release the affected Party from all or part of its obligations hereunder
or delay the performance of such obligation.


 


8.2 With prejudice
to the provisions hereof, where this Agreement fails to be fully performed in whole or in part due to the willful act or fault
of any Party hereto, such Party shall indemnify the other Party against all losses suffered therefrom; if both Parties shall be
blamed, each Party shall assume the corresponding compensation liabilities to the other Party based on its degree of fault.


 


Article 9 Confidentiality


 


9.1 Except for the
disclosure made by the Parties to their respective affiliates and professional institutions or consultants engaged by the Parties
for this equity transfer, or the disclosure or announcement made by a Party as required by Laws or the rules of stock exchange,
governmental authority or other administrative or regulatory agency with jurisdiction, each Party shall keep in confidential any
proprietary, confidential or secret data and materials disclosed to it by any other Party during negotiation for the purpose of
the discussion and conclusion of this Agreement or the operation of company, or of any other Party, or in connection with the business
or operation of the Target Company or the Ultimate Target Company, or this Agreement (collectively “Confidential Information”),
and may not disclose the Confidential Information to any third party or any third person.


 


9.2 Neither Party may
use any Confidential Information of any other Party for its own account or for any other purpose other than the implementation
of the business of the Target Company or the Ultimate Target Company.


 






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Article 10 Governing
Law and Dispute Resolution


 


10.1 The execution,
validity, performance, interpretation and enforceability of this Agreement shall be governed by the PRC Laws.


 


10.2 Where any provision
of this Agreement or any part thereof is legally considered as illegal, invalid or unenforceable, the other provisions will not
be affected.


 


10.3 Any controversy,
dispute or claim arising out of or in connection with this Agreement (“Dispute”), including any issue concerning
the existence, validity or termination of this Agreement, shall be solved by the Parties through friendly negotiation. Where no
solution is agreed within fifteen (15) business days after any Party notifies the other Party about the occurrence of any Dispute,
such Dispute shall be brought before the local court at the place where this Agreement is signed, and the Parties shall comply
with the court judgment.


 


10.4 In case of any
Dispute, and during the litigation period of any Dispute, except for the disputed matters, the Parties shall continue exercising
their remaining rights and perform their remaining obligations hereunder.


 


Article 11 Notice


 


11.1 Any and all
notices between the Parties shall be written in Chinese and sent to the following address by personal delivery, fax or courier
service:


 


(1) Transferor: Shenzhen
Tongfu Technology Co., Ltd.


 


Address:


 


Fax:


 


Attn.:


 


(2) Transferee: Shanghai
Xingye Investment Development Co., Ltd.


 


Address:


 


Fax:


 


Attn.:


 


Notice shall be deemed
to have been properly served:


 


(1) if sent by personal
delivery, at the time of delivery;


 


 


(2) if sent by fax,
at the time of transmission; and


 


(3) if sent by courier
service, on the third (3rd) business day upon the date of sending.


 






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11.2 Each Party may
at any time change its receipt address after sending the notice of change of its receipt address to the other Party in accordance
with the provisions of this Article 11.


 


Article 12 Amendment
and Miscellaneous


 





12.1 Any amendment
to this Agreement may only be effective after the Parties have duly signed a written agreement to do so.


 


12.2 The headings
of all parts of this Agreement are for convenience only, and such headings shall not define in any way or restrict or expand the
content or meaning of this Agreement or its terms.


 


12.3 This Agreement
shall become effective upon the date when both Parties sign and seal on this Agreement, and will supersede any previous oral or
written understanding or agreement between the Parties.


 


12.4 This Agreement
shall be made in quadruplicate of the same legal effect, with each Party holding one copy and the rest for submission or sending
to the Registration Authority or other governmental department (if necessary).


 






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Signature Page


 


Transferor: Shenzhen
Tongfu Technology Co., Ltd.


 


 


 





Legal Representative


Or Authorized Representative:


 






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Transferee: Shanghai
Xingye Investment Development Co., Ltd.


 


 





 


Legal Representative


Or Authorized Representative:


 






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Appendix I: Representations, Warranties
and Undertakings


 


		I.	The Transferor, the Target Company, the Ultimate Target Company and the actual controller company
explicitly make the following representations and warranties to the Transferee on the date hereof:



 


		1.	Information Provided by the Transferor, the Target Company and the Ultimate Target Company



 


During the due diligence against
the Target Company and the Ultimate Target Company by the Transferee and the drafting and negotiation of this Agreement, and prior
to the date of completion of this Director Change, all information, documents and materials provided for the transaction contemplated
hereunder (including but not limited to the financial documents of the Target Company and the Ultimate Target Company) are authentic,
complete, accurate and not misleading, and contain no other facts or matters that may cause any Adverse Effect.


 


		2.	Matters Related to the Target Company and the Ultimate Target Company



 


		(1)	The Target Company is a limited liability company legally incorporated and validly existing under
the PRC Laws, and its current registered capital is RMB100,000,000, which has been paid in full, and there is no pledge, other
security interest or third party right or interest thereon. The Ultimate Target Company is a limited liability company legally
incorporated and validly existing under the PRC Laws, and its current registered capital is RMB100,000,000, which has been paid
in full, and there is no pledge, other security interest or third party right or interest thereon.



 


		(2)	Except for those disclosed to the Transferee in writing by the Transferor,
the Transferor has all shareholder’s rights and interests in and to the Target Equity granted under the PRC Laws, and the
Transferor has obtained full authority to transfer the Target Equity without any defect or restriction by any Law, regulation or
contract (except restricted by the right of first refusal of other shareholders of the Target Company, but in particular, it means
that the Transferor is free from any restriction of the VIE structure once built for holding the Target Equity by itself and/or
the actual controller company). The funds used by the Transferor to make investment in the Target Company are all legal and proprietary
funds. The Target Company enjoys all shareholder’s rights and interests in and to the registered capital of the Ultimate
Target Company against the Ultimate Target Company as may be granted by the PRC Laws.



 


 


		(3)	None of the following circumstances exists: (i) any custody of shareholder’s rights and interests,
nominal holding of equity or similar arrangement, or (ii) any priority, option or relevant right and interest to the convertible
securities, or (iii) any attachment, seizure, freezing or compulsory transfer by judicial or administrative authority, or (iv)
any other circumstance which may affect any shareholder’s right and interest of the Transferor in and to the registered capital
corresponding to the Target Equity of the Target Company or which may lead to the direct or indirect acquisition of any shareholder’s
right and interest in and to the registered capital of the Target Company by any third person. (This Clause shall not apply to
the 1% equity held by ZHOU Xiaozhong, which is currently attached by the court.)



 






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		3.	Validity of Authority and Transaction



 


		(1)	The Transferor, the Target Company and the Ultimate Target Company have all necessary powers, authorities
and approvals to enter into this Agreement, and have all necessary powers, authorities and approvals to fully perform all of their
obligations under this Agreement:



 


		(2)	The Transferor, the Target Company and the Ultimate Target Company have taken all actions necessary
for obtaining the authority for execution of this Agreement, and the representatives of the Transferor and the Target Company who
sign on this Agreement have full authority to sign this Agreement as the legal representative of the Transferor and the Target
Company or under valid power of attorney, and such signing will therefore bind upon the Transferor and the Target Company;



 


		(3)	The entry into this Agreement or the transaction contemplated hereunder by the Transferor, the
Target Company and the Ultimate Target Company:



 


		(i)	will not breach the provision of any Law or regulation;



 


		(ii)	will not breach their articles of association;



 


		(iii)	will not breach any material agreement, judgment, injunction, decree, order
or other document which is binding upon the Transferor or the Target Company or their material assets;



 






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		(4)	To the knowledge of the Transferor, the Target Company and the Ultimate Target Company, there is
no material litigation or arbitration, or material Law, administrative procedure or material governmental investigation, which
will affect their ability to execute or perform this Agreement; and



 


		(5)	After the legally authorized representatives of the Transferor, the Target Company and the Ultimate
Target Company sign this Agreement, this Agreement will constitute legal, valid and binding obligation of the Transferor, the Target
Company and the Ultimate Target Company; and all obligations of the Transferor, the Target Company and the Ultimate Target Company
may be enforced in accordance with the terms hereof upon their execution of this Agreement.



 


		4.	Compliance with Laws



 


		(1)	The Target Company and the Ultimate Target Company have obtained all necessary licenses, approvals,
filings, authorities and consents to validly carry out their businesses, and the Target Company and the Ultimate Target Company
are under no circumstance which they have caused or may cause any material Adverse Effect due to failure to obtain corresponding
licenses, approvals, filings, authorities and consents; and



 


		(2)	Except as those explicitly disclosed to the Transferee in writing, the operation activities of
the Target Company and the Ultimate Target Company are in compliance with the Laws and regulations, including, without limitation,
that they have committed no material breach in terms of or received no material administrative punishment given by any competent
governmental department for issues concerning industry and commercial registration, finance, taxation, customs, foreign exchange
and labor, etc.;



 


		5.	Use of Proceeds



 


		(1)	The funds or assets of the Target Company and the Ultimate Target Company are all used for legal
purpose, and no utilization of their funds or assets causes or may cause any material Adverse Effect to the Target Company and
the Ultimate Target Company;



 


		(2)	The accumulation or utilization of the funds or assets of the Target Company and the Ultimate Target
Company are legally and properly recorded in relevant books or records; and



 


		(3)	All payments of the Target Company and the Ultimate Target Company or all payments made on behalf
of the Target Company and the Ultimate Target Company have been legally and properly recorded.



 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		6.	Accounting and Other Records



 


		(1)	As of the date of completion of this equity transaction, the books, account books, management accounts
and other records of the Target Company and the Ultimate Target Company:



 


		(i)	have truthfully and fairly reflected the status of their affairs, are up
to date, and are properly and consistently maintained in accordance with all applicable Laws and generally accepted accounting
practices; and



 


		(ii)	completely and accurately recorded all materials required to be recorded
without misleading information.



 


		(2)	All ownership documents and the executed copies of all existing agreements to which the Target
Company or the Ultimate Target Company is a party, are under their custody or control. All accounts, documents and tax returns
as required by the Laws to be submitted to relevant governmental departments in the PRC or prepared by the Target Company and the
Ultimate Target Company have been properly submitted or prepared.



 


		7.	Asset Ownership



 


		(1)	Real Estate



 


		(i)	The Target Company and the Ultimate Target Company owns no land use right
or property right; the Target Company and the Ultimate Target Company have entered into legal and valid tenancy contract with the
relevant property owner or the lessor having the right to lease for the premises they lease, and the Target Company and the Ultimate
Target Company have valid and binding lease rights and interests to such leased premises;



 


		(ii)	There is no agreement, condition, regulation, administrative order, ruling,
burden or restriction that affect the use or intended use of the premises leased by the Target Company and the Ultimate Target
Company;



 


		(iii)	The current use of the premises leased by the Target Company and the Ultimate
Target Company is in compliance with the provisions of the Law and regulations and the relevant tenancy contract, and may satisfy
the workplace needs for the Target Company and the Ultimate Target Company to carry out normal business operation;



 


		(2)	Ownership



 


The Target
Company and the Ultimate Target Company have complete and salable ownership and rights and interests to their own material assets,
and such assets are not subject to the limitation of any encumbrance. The Target Company and the Ultimate Target Company have respectively
obtained the necessary licenses, permits, approvals, authorities and exemptions for carrying out their businesses and using their
assets, and there is no third party claim or demand which may restrict the use or occupation of their own material assets by the
Target Company and the Ultimate Target Company.


 


		(3)	Receivables



 


As of the
date of completion of the Director Change, all receivables of the Target Company and the Ultimate Target Company are true and valid.


 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		8.	Material Contracts



 


		(1)	As of the date of completion of the Director Change, the Target Company and the Ultimate Target
Company do not have any of the following agreements or arrangements:



 


		(i)	where the transaction hereunder will cause the termination or rescission
of such agreements, or cause the Target Company and the Ultimate Target Company to breach of contract, and such termination, rescission
or breach has or may have any material Adverse Effect to the Target Company and the Ultimate Target Company;



 


		(ii)	where no guarantee, compensation, security or other undertaking on contingent
liability to any third person is made by the Target Company or the Ultimate Target Company which has or may have any material Adverse
Effect to the Target Company and the Ultimate Target Company.



 


		(2)	Neither the Target Company or the Ultimate Target Company defaults on any agreement to which it
is a party, which has or may have any material Adverse Effect to the Target Company and the Ultimate Target Company.



 


		9.	Intellectual Property Rights



 


		(1)	Business Intellectual Property Rights



 


		(i)	All intellectual property rights (including but not limited to patents, trademarks,
copyright, know-how, etc., whether registered or not) that have been used or can be used in the business of the Target Company
and the Ultimate Target Company, which are necessary for the business of the Target Company and the Ultimate Target Company or
relate to the business of the Target Company and the Ultimate Target Company, and all relevant registration applications thereof:



 


		(a)	are or will be legally owned as beneficiary, or legally used under authority
from the owner, by the Target Company and the Ultimate Target Company;



 


		(b)	are valid and enforceable;



 


		(c)	are not infringed upon or opposed by any person;



 


		(d)	in case of self-owned intellectual property rights, are not subject to any
encumbrance or any license or authorization;



 


		(e)	For the rights on all registered intellectual property rights stated above
or the intellectual property rights that are applying for registration, all due update and registration fees have been paid, and
all necessary measures for maintaining and protecting the said intellectual property rights have been taken;



 


		(f)	There is no infringement upon the intellectual property rights of any third
party, nor existing or potential litigation, arbitration or other dispute on intellectual property rights with any third party;



 


		(g)	There is no claim or pending application in connection therewith, which,
once occurred or approved, will have material Adverse Effect on the authenticity and accuracy of the said content.



 


		(ii)	The Target Company and the Ultimate Target Company will carry out all relevant
applications, filings, registrations and renewal formalities for the intellectual property rights required for their own businesses
in accordance with the Laws and regulations.



 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		(2)	No Infringement



 


To the knowledge
of the Transferor, the Target Company and the Ultimate Target Company and their respective shareholders and employees have committed
no act of infringement upon the intellectual property rights (including but not limited to the trademark, patent and copyright)
of any third party which has or may have any material Adverse Effect to the Target Company and the Ultimate Target Company.


 


		10.	Labor and Social Insurance



 


		(1)	Employees



 


For the purpose
of this Clause, employees refer to all laborers who have labor relationship or factual labor relationship with the Target Company
and the Ultimate Target Company, and the laborers (if any) who are dispatched to the Target Company and the Ultimate Target Company
by any labor dispatching entity.


 


The Target
Company and the Ultimate Target Company do not make any amendment to the employment terms and conditions of any of their director,
managerial person or employee beyond its normal operation scope.


 


		(2)	Compliance



 


The Target
Company and the Ultimate Target Company comply with all provisions of the PRC Laws on labor management, and are not given any material
administrative punishment by the labor administration due to breach of any Law or regulation on labor management.


The Target
Company and the Ultimate Target Company have no material employment dispute arising out of failure to pay any remuneration or compensation
to any employee or other matter, or pending injury accident or security liability to any employee, and have no outstanding compensation
liability or claim notice arising out of the termination of any employment or service contract, which has or may have any material
Adverse Effect to the Target Company and the Ultimate Target Company.


 


		(3)	Social Insurance



 


The social
insurance of the Target Company and the Ultimate Target Company and the contribution thereof are in compliance with the requirements
of relevant Laws and regulations, and there is no material default of payment or any other breach of relevant Laws and regulations,
which has or may have any material Adverse Effect to the Target Company and the Ultimate Target Company. Where the Target Company
and the Ultimate Target Company is given any punishment or required to make up contribution due to any irregularity in the contribution
to social insurance or housing provident fund prior to the date of completion of this equity transfer, all liabilities shall be
borne by the Transferor.


 


		(4)	Incentive System



 


Unless otherwise
agreed by the Parties, Neither the Target Company nor the Ultimate Target Company has (or proposes to have) any equity incentive
system, equity option system or profit sharing system for any of their directors, senior executives or other employees. The incentive
mechanism that is disclosed and in place has nothing to do with the Transferee, and the Transferee is not required to be bound
by it.


 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		11.	Insurance



 


 The Target Company and
the Ultimate Target Company is not under any circumstance which has or may have any material Adverse Effect to the Target Company
and the Ultimate Target Company due to failure to take out insurance.


 


		12.	Litigation



 


There is no pending or predictable
litigation or arbitration against or on the Target Company, the Ultimate Target Company and/or the Transferor, or any affiliate
or director of the Target Company and the Ultimate Target Company, or any asset or equity of the Target Company and the Ultimate
Target Company, or the production and operation activities of the Target Company and the Ultimate Target Company.


 


		13.	Liabilities to Third Party



 


		(1)	The Target Company and the Ultimate Target Company have not, and will not assume any compensation
liability to any entity or natural person due to any liability of their affiliates to any entity or natural person.



 


		(2)	Except as incurred in the normal business course of the Target Company and the Ultimate Target
Company, the Target Company and the Ultimate Target Company have no other contingent liabilities, including, without limitation,
that the Target Company and the Ultimate Target Company have neither provided any form of guarantee or security to any entity or
natural person, nor suffered any fine or taxation punishment.



 


		14.	Insolvency



 


		(1)	There is no order or application which demands or may demand the dissolution, bankruptcy, liquidation
or closure of the Target Company and the Ultimate Target Company, and no liquidation committee for the Target Company and the Ultimate
Target Company has been established or proposed to be established.



 


		(2)	Neither the Target Company nor the Ultimate Target Company have entered into or may enter into
any settlement for discharge of the debts of the Target Company and the Ultimate Target Company, which has or may have any material
Adverse Effect to the Target Company and the Ultimate Target Company.



 


		15.	Taxation Warranty



 


		(1)	The financial systems, the management and use of books, vouchers and invoices, and the tax declaration
of the Target Company and the Ultimate Target Company are in compliance with the requirements of relevant Laws and regulations,
and there is no material back tax or tax in default, or tax avoidance, evasion or dodging, or any other circumstance in violation
of the taxation regulations, which has or may have any material Adverse Effect to the Target Company.



 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		(2)	The Target Company and the Ultimate Target Company have committed no act which may lead to any
taxation punishment having any material obstruction to the ongoing operation of the Target Company and the Ultimate Target Company.



 


		16.	Other shareholders of the Target Company have waived their right of first refusal for the Target
Equity, and the Transferor hereby irrevocably waives its right of first refusal for the remaining equity of the Target Company
(including but not limited to the right of first refusal granted under the Laws and the articles of association of the Target Company
in connection with the transfer and equity transfer).



 


		II、	The Transferor, the Target Company, the Ultimate Target Company and the actual controller company
explicitly make the following undertakings to the Transferee on the date hereof:



 


		1、	The Transferor, the Target Company and the Ultimate Target Company hereby severally and jointly
undertake to the Transferee that, from the date hereof to the date of completion of Director Change, the current businesses of
the Target Company and the Ultimate Target Company will maintain operation continuity in the normal course of operation, and without
prior consent of the Transferee, the nature, no substantial change will occur to the scope or method of such businesses.



 


		2、	The Transferor, the Target Company and the Ultimate Target Company hereby severally and jointly
undertake to the Transferee that, from the date hereof to the date of completion of Director Change, the Target Company and the
Ultimate Target Company may not engage in, allow or facilitate any act or omission which will constitute or lead to the substantial
breach of any representation and warranty set forth herein.



 


		3、	The Transferor, the Target Company and the Ultimate Target Company hereby severally and jointly
undertake to the Transferee that, the Target Company may not in any way change the equity structure of the Ultimate Target Company
or carry out any activity which may lead to any change in such equity structure or the valid existence of the Ultimate Target Company,
including but not limited to equity transfer, pledge, capital increase, issuance of convertible bonds, dissolution and liquidation,
etc.



 


		4、	The Transferor, the Target Company and the Ultimate Target Company hereby severally and jointly
undertake to the Transferee that, from the date hereof to the date of completion of Director Change, without prior consent or request
of the Transferee, the Target Company and the Ultimate Target Company may not engage in the following activities:



 






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Equity Transfer Agreement for Zhejiang Shangmeng Technology Co., Ltd.



    

 


		(1)	any increase or decrease in registered capital, transfer, pledge or other disposal;



 


		(2)	any merger, split, suspension of operation or other similar act;



 


		(3)	any acquisition or sale of any equity or material assets, or any disposal of or change in its current
material investment;



 


		(4)	any amendment to any existing contract which is entered into by the Target Company and/or the Ultimate
Target Company as a party and which may have material effect on the nature or scope of operation of the Target Company and/or the
Ultimate Target Company;



 


		(5)	any agreement, contract, arrangement or transaction entered into outside the normal business (whether
it is legally binding or not);



 


		(6)	any contract, agreement, arrangement or transaction entered into with the current shareholders
and/or affiliates of the Target Company, unless such contract, agreement, arrangement or transaction is entered into or conducted
in the normal business course and on true, legal, valid and fair transaction terms;



 


		(7)	any sale, lease, transfer or otherwise disposal of assets other than normal business, or any mortgage,
pledge, lien or other encumbrance set over such assets;



 


		(8)	any distribution or payment of any profits or any bonus share issued to or any other form of distribution
of profits to the shareholders of the Target Company;



 


		(9)	any amendment to the articles of association or other organizational document;



 


		(10)	any change to director, senior executive or core employee, and from the date hereof to the third
anniversary of the date of completion of Director Change, the voluntary turnover rate of core employees of the Target Company and
the Ultimate Target Company will not exceed 30%, and (such employees) will practice diligently and dutifully, and may not damage
the interests of the company;



 


		(11)	any offer or commitment of an amount in excess of RMB one hundred thousand (¥100,000) other
than normal business;



 


		(12)	any discharge or otherwise release of any liabilities of an amount in excess of RMB one hundred
thousand Yuan (¥100,000), or waiver of any right of substantial value;



 


		(13)	any adjustment to increase or decrease the value of any inventory or receivable, or any revaluation
of any assets or properties (except for those conducted in the normal business course in the way consistent with past practices
and in accordance with the generally accepted accounting rules of the PRC);



 


		(14)	any capital expenditure or commitment in excess of RMB Two Hundred Thousand Yuan (¥200,000)
(whether individually or in aggregate), except for those made for daily operation;



 


		(15)	any transaction with a transaction value in excess of RMB Two Hundred Thousand Yuan (¥200,000)
(whether individually or in aggregate), except for those conducted for daily operation;



 


		(16)	any change to the governance structure, scope of business or basic status of the company, or any
new liabilities, external guarantee or security;



 


		(17)	any settlement or arrangement on any tax-related liability; and



 


		(18)	any action that promises to take any of the foregoing (whether in writing or other forms).



 






    25