Exhibit 4.126


 


 


Framework Agreement 


regarding reorganization and sale of businesses 


related to Stockstar.com


 


 


 


December of 2015


 


 


 


 


 


 


 






     


     

    







 





Table of Contents


 




	Article 1. Purchase Subject	7
	1.1   Purchase Subject	7
	1.2   Interests related to the Purchase Subject	8
	Article 2. Purchase Consideration and Payment Arrangement	10
	2.1 Purchase Consideration	10
	2.2 Payment Arrangement of the Purchase Consideration	10
	Article 3. Closing	12
	3.1 Closing Date	12
	3.2 Closing Condition	12
	3.3 Closing Matters	13
	3.4 Rights and Liabilities	14
	3.5 Undertakings after the Closing	15
	Article 4. Special Arrangement	16
	4.1 Transitional Period Arrangement	16
	4.2 Arrangement regarding Shanghai Security Assets	17
	4.3 Arrangement regarding the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting	17
	4.4 Taxes Burdens	18
	4.5 Principle of Negotiation	18
	Article 5. Confidentiality	19
	Article 6. Breach and Liability	20
	6.1 Breach of the Agreement	20
	6.2 Material Breach of the Agreement	20
	6.3 Liability	21
	Article 7. Governing Law and Dispute Resolution	22
	7.1 Governing Law	22
	7.2 Dispute Resolution	23
	Article 8. By-laws	24
	8.1 Legal Force of the Agreement	24
	8.2 Termination of the Agreement and Legal Consequences	24
	8.3 Amendment of the Agreement	25
	8.4 Counterpart	25
	Exhibit 1 The Targeted Equity Structure of the Subject CompAnies	28


 





 






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Framework Agreement


regarding reorganization and sale of businesses


related to Stockstar.com


 


This Framework Agreement regarding reorganization and sale of businesses
related to Stockstar.com (“Agreement”) is entered into by the following parties as of December 11, 2015, in Beijing,
China:


 


Seller:


		(1)	China
                                         Finance Online Co., Ltd. (“CFO”), located at 13/F, Gloucester Tower, The
                                         Landmark, 15 Queen’s Road Central, Central, Hong Kong, with authorized representative
                                         Zhao Zhiwei; 



		(2)	Tibet
                                         Fortune Jinyuan Network Technology Co., Ltd (“Tibet Company”), located at
                                         Unit 2#6-2, B district of No. 158 Sunshine New City, Jinzhu West Road, Lhasa, with legal
                                         representative Zhao Zhiwei,



(“CFO” and “Tibet
Company”, collectively referred to as the “Sellers”)


 






    	3



     

    

 


Purchaser:


		(1)	Shanghai
                                         EBI Ruotong Venture Capital Investment Enterprise (Limited Partnership)(“EBI Fund”),
                                         located at 1/F, Room 188, N district , #3 Building, No. 7 of Xiayi Industry Zone, Qinpu
                                         District Industry Park, Shanghai, with Business Executive Partner/ authorized legal representative
                                         Sun Yiyang/Shanghai EBI Investment Management Co., Ltd., ;



		(2)	Shanghai
                                         EBI Capital Co., Ltd.(“EBI Investment”), located at 1/F, Room 176, B district,
                                         #3 Building, No. 7 of Xiayi Industry Zone, Qinpu District Industry Park, Shanghai, with
                                         legal representative Qiu Xiong



(“EBI Fund” and “EBI
Investment”, collectively referred to as the “Purchasers”)


 


Subject Company:


		(1)	Zhongcheng
                                         Futong Co., Ltd. (“Zhongcheng Futong”), located at Room 1128, No. 10 Xuanwumenwai
                                         Street, Xicheng District, Beijing, with legal representative Wang Jun;



		(2)	Shanghai
                                         Fenxin Information Technology Co., Ltd. (“Shanghai Fenxin”), Located at 4/F
                                         Room 403-3, #8 Building, No. 58 of Buzhen South Road, Chongming County, Shanghai, with
                                         legal representative Shan Shan;



		(3)	Shanghai
                                         Meining Computer Software Co., Ltd (“Shanghai Meining”), located at 4/F,
                                         #5 Building, No. 33 of Leshan Road, Xuhui District, Shanghai, with legal representative
                                         Zhao Zhiwei;







    	4



     

    

 


		(4)	Shanghai
                                         Stockstar Securities Advisory and Investment Co., Ltd. (“CFO Securities Consulting”),
                                         located at Roon 301-B, #8 Building, No. 690 of Zhangjiang High Technology Industry Park,
                                         Shanghai, with legal representative Jiang Nan



(“Zhongcheng Futong, “Shanghai
Fenxin”, “Shanghai Meining”, and “CFO Securities Consulting”, collectively referred to as the “Subject
Companies”)


 


RECITALS


 


		(1)	WHEREAS,
                                         CFO is an American company listed on NASDAQ, who indirectly controls Shanghai Meining
                                         and “CFO Securities Consulting” by its affiliates within Chinese Territory
                                         which also operate and manage the Website of Stockstar at (http://www.stockstar.com)
                                         and related businesses and assets (collectively referred to as the “Stockstar Businesses”);
                                         



 






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		(2)	WHEREAS,
                                         CFO is carrying out internal reorganization with respect to Stockstar Businesses, during
                                         the process of which 90% of the equities and interests of each of Shanghai Meining and
                                         CFO Securities Consulting (including their relative branches, businesses and assets with
                                         respect to Stockstar Businesses) will be transferred under the names of Shanghai Fenxin
                                         and Zhongcheng Futong which are wholly-owned subsidiaries of Tibet Company which is indirectly
                                         held by CFO, respectively, 90% of the equities of CFO Securities Consulting will be transferred
                                         under the name of Zhongcheng Futong, and 90% of the equities of Shanghai Meining will
                                         be transferred under the name of Shanghai Fenxin (collectively referred to as the “Stockstar
                                         Reorganization”). Before execution of this Agreement, Tibet Company, Shanghai Fenxin,
                                         Zhongcheng Futong, Shanghai Meining, CFO Securities Consulting and other relative companies
                                         has entered into a whole set of equities assignments agreement and the involved equity
                                         assignments under which are pending for registration of changes by industrial and commercial
                                         administration and approval/record by competent authorities; 



 


		(3)	WHEREAS,
                                         Tibet Company currently propose to sell the Subject Companies transferred to Shanghai
                                         Fenxin and Zhongcheng Futong upon the above mentioned Stockstar Reorganization by transferring
                                         the equities of Shanghai Fenxin and Zhongcheng Futong to EBI Fund which is a private
                                         equity investment fund incorporated and managed by EBI Investment; the Purchasers agree
                                         to purchase the Subject Companies subject to the terms and conditions of this Agreement.
                                         Upon completion of the mentioned purchase, EBI Fund will indirectly hold 90% of the equities
                                         and interests of each of Shanghai Meining and CFO Securities Consulting (including each
                                         of their relative branches, businesses and assets with respect to Stockstar Businesses)
                                         by wholly holding of Shanghai Fenxin and Zhongcheng Futong (“the Transaction”);



 






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THEREFORE, in witness whereof, through
friendly negotiation based on real intentions of each party, the parties entered into this Agreement with respect to the Transaction
as follows:


 


Article 1. Purchase
Subject


 





		1.1	Purchase
                                         Subject



 


The Sellers and the Purchasers hereby
agree that for the purpose of furtherance of the purchase of Stockstar businesses mentioned in Recitals, based on the equity structure
of the Subject Companies upon the completion of reorganization of Stochstar, Tibet Company shall transfer 21 million registered
capital of Shanghai Fenxin which is 100% amount of its company registered capital, and 32 million registered capital of Zhongcheng
Futong which is 100% amount of its company registered capital, both of which held by Tibet Company, along with respective equities
and all rights, obligations and liabilities pertained thereto (collectively referred to as the “Purchase Subject”),
to the fullest extent, to EBI Fund subject to the terms and conditions of this Agreement, and EBI Fund agrees to purchase the
Purchase Subject subject to the agreed price and conditions under this Agreement.


 






    	7



     

    

 


		1.2	Interests
                                         related to the Purchase Subject



 


Upon completion of this Transaction,
by holding Shanghai Fenxin and Zhongcheng Futong, EBI Fund will indirectly hold the following:


		(1)	90%
                                         of the equities and interests and their respective branches of each of Shanghai Meining
                                         and CFO Securities Consulting; 



		(2)	Stockstar
                                         Businesses and Stockstar Businesses related assets, including but not limited to, Stockstar
                                         Website (http://www.stockstar.com) and its domain name, security investment and consultation
                                         business authorization certificate (ref no.: zx0069), China value-added telecommunications
                                         business license(ref no.: Shanghai B2-20100044), China value-added telecommunications
                                         business license(ref no.: Shanghai B2-20040014) and trademark properties with respect
                                         to “Stockstar” in Chinese characters (“证券之星”and
                                         “证星”), as set out in Exhibit 3 attached herewith in the key
                                         assets list related to Stockstar Businesses.







    	8



     

    

 


		(3)	Stockstar
                                         Businesses related key personals. The Sellers agrees to transfer Stockstar Businesses
                                         related key personals (as set out in Exhibit 4 in the key personal lists) to the fullest
                                         extent to the Subject Companies or keep their respective positions in the Subject Companies,
                                         and complete the execution, renewal or alteration of the employ agreement with the key
                                         personals before the closing date. The salaries, benefits, social security charges, public
                                         housing fund and other remunerations such personal may obtain shall not be lower than
                                         which such personal could have obtained before the closing date. 



 


For avoidance of doubt, the 5% equity
of Shanghai Stockstar Fortune Management Co., Ltd( “Shanghai Security Fortune”) held by Shanghai Meining does not
fall in the scope governed by this Transaction, which shall be divested during the process of the reorganization of Stockstar.
The chart of the targeted equity structure of the Subject Companies upon completion of this Transaction is set out in Exhibit
2 attached herewith.


 






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Article 2. Purchase
Consideration and Payment Arrangement


 





2.1 Purchase Consideration


 





The parties acknowledge that, the purchase
consideration with respect to this Transaction shall be RMB200 million (two hundred million)(“Purchase Consideration”),
which shall be the full consideration for the Purchasers’ acquiring of the purchase subject and the interests mentioned
in Article1.2 hereunder, of which, 60 million as consideration for acquiring of Zhongcheng Futong and CFO Securities Consulting,
and 140 million as consideration for acquiring of Shanghai Fenxin and Shanghai Meining.


 


2.2 Payment Arrangement
of the Purchase Consideration


 





The parties acknowledge that, the Purchasers
will pay for the Purchase Consideration by three payments subject to this Article 2.2 to the account set out in this provision
or other accounts as designated by Tibet Company:


		(1)	The
                                         first payment: the Purchasers shall pay for 15% of the Purchase Consideration, which
                                         is amount to RMB 30 million (thirty million) to Tibet Company as the first payment within
                                         five (5) days upon the execution of this Agreement (the “First Payment”).







    	10



     

    

 


		(2)	The
                                         second payment: the Purchasers shall pay for 25% of the Purchase Consideration, which
                                         is amount to RMB 50 million (fifty million) to Tibet Company as the second payment on
                                         or before December 31, 2015 upon the completion of registration of changes by industrial
                                         and commercial administration regarding Zhongcheng Futong as subscribed by Article 3.3(1)
                                         hereof (the “Second Payment”).



		(3)	The
                                         last payment: the Purchasers shall pay up the remaining Purchase Consideration, which
                                         is amount to RMB 120 million (one hundred and twenty million) to Tibet Company within
                                         three(3) days upon completions of registration of changes by industrial and commercial
                                         administration regarding Shanghai Fenxin, Shanghai Meining and CFO Securities Consulting
                                         respectively (the “Last Payment”).



 


The designated account for receiving
the payments of Tibet Company is as follows:


The Bank Account: China Construction
Bank Co., Ltd. Beijing Railway Branch Sales Department


Account No.: 11001013900053023453


Account Holder: Beijing Zhongjin Jiade
Technology Co., Ltd.


 






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Article 3. Closing


 





3.1 Closing Date


 





The parties acknowledge that the closing
date of this Transaction shall be December 31, 2015 (the “Closing Date”).


 


3.2 Closing Condition


 





The completion of Closing Matters by
the Sellers under Article 3.3 hereof shall be deemed accomplished with fulfillment of each and every condition set forth in this
Article 3.2 as follows:


		(1)	This
                                         Agreement as true, effective, complete and binding agreement has been duly executed by
                                         the parties or its respective authorized representative; 



		(2)	The
                                         parties has carried out all necessary internal approval proceedings with respect to this
                                         Transaction, including but not limited to obtaining resolution passed by the board of
                                         directors and/or meeting of shareholders/determination by the meeting of shareholders
                                         with regard to approval of this Transaction and consent to sign and execute all related
                                         transaction documents;







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		(3)	The
                                         Purchasers has paid the first payment to Tibet Company subject to Article 2.2(1) hereof.
                                         



 


3.3 Closing Matters





 


Subject to the fulfillment of the all
closing conditions set forth in Article 2.2 and 3.2, the parties will complete the closing with regarding the following Matters
(the “Closing Matters”) on or before the Closing Date:


		(1)	The
                                         Sellers shall proactively assist the Purchaser to carry on the procedure of Industrial
                                         and Commercial Registration of Changes which is necessary for transferring the businesses
                                         of Zhongcheng Futong under the name of EBI Fund (“ICRC of Zhongcheng Futong”)
                                         ; 



		(2)	Delivery
                                         of operation and management rights: the Sellers shall deliver the operation and management
                                         rights to the Purchasers; 



		(3)	Delivery
                                         of assets: the Sellers shall deliver the key assets related to the Stockstar Businesses
                                         to the fullest extent to the Purchasers for their control; 



		(4)	Alternation
                                         of officers: the Purchasers shall be entitled to assign or employ officers (provided
                                         that for the purpose of furtherance the reorganization of Stockstar, the board of directors
                                         and officers of Shanghai Meining and CFO Securities Consulting shall continue to take
                                         position and perform their respective duties in the Subject Company, and hold liable
                                         to for sustaining the ordinary course of operation of the Subject Company until March
                                         31, 2016).



 






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3.4 Rights and
Liabilities





 


As of the Closing Date, the rights enjoyed
by the Sellers with respect to the Purchase Subject under Article 1.1 hereof and the related rights of Purchase Subject under
Article 1.2 hereof shall be transferred to the Purchaser. Any obligations or liabilities existing or incurring upon the mentioned
equity and interests before the closing date, or any obligations or liabilities existing or incurring after the Closing Date arising
out of or from any facts or circumstances existing or incurred before the Closing Date shall be borne by the Sellers. The Purchasers
shall be held liable to any liabilities or obligations arising out of or from any facts or circumstances existing or incurred
after the Closing Date.


 






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3.5 Undertakings
after the Closing


 





The parties acknowledge that for the
interests of the Purchasers, the Sellers hereby undertake to carry on the completion of the alternation procedures with respect
to Industrial and Commercial Registration of Changes and other approval/record processes with related authorities, which mainly
include:


		(1)	Industrial
                                         and Commercial Registration of Changes with respect to transfer 90% equities of Shanghai
                                         Meining under the name of Shanghai Fenxin (the “ICRC of Shanghai Meining”);



		(2)	Industrial
                                         and Commercial Registration of Changes with respect to transfer 90% equities of CFO Securities
                                         Consulting under the name of Zhongcheng Futong (the “ICRC of CFO Securities Consulting”);



		(3)	Industrial
                                         and Commercial Registration of Changes with respect to transfer 100% equities of Shanghai
                                         Fenxin under the name of EBI Fund(the “ICRC of Shanghai Fenxin”);



		(4)	Obtaining
                                         Approvals/records with respect to China value-added telecommunications business license
                                         (ref no.: Shanghai B2-20100044), China value-added telecommunications business license
                                         (ref no.: Shanghai B2-20040014) and the website domain name, by Shanghai Meining, which
                                         is necessary for furtherance of the reorganization of Stockstar. 



 






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Article 4. Special
Arrangement


 





4.1 Transitional
Period Arrangement


 





The parties agree that, the one(1) year
period upon the execution of this Agreement shall be deemed as transitional period of the Stockstar Businesses (the “Transitional
Period”), during which, the parties further agree that:


		(1)	The
                                         Sellers shall assist the Purchaser to keep the stable operation of Stockstar Businesses,
                                         for which, the Sellers is obliged to provide material support and business assistance
                                         to the Subject Companies, from discontinuance of Stockstar Businesses. The parties further
                                         acknowledge that, for the purpose of this Article 4.1(1), the Transitional Period may
                                         be extended to three (3) years upon execution of this Agreement as requested by the Purchasers.
                                         



		(2)	With
                                         respect to the names related to the Stockstar Businesses which is still in use by the
                                         Sellers and their affiliates, the Sellers and their affiliates will gradually change
                                         or remove the same from relevant companies during the Transitional Period and insure
                                         to terminate any use of the Stockstar Businesses related names as the Transitional Period
                                         expires. 



 






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4.2 Arrangement
regarding Shanghai Security Assets


 





As of the execution date of this agreement,
Shanghai Security Fortune still holds 100% equities and interests of Shanghai Stockstar Assets Management Co., Ltd. (“Shanghai
Security Assets”) which has not developed any material business for three years before the execution of this agreement.
Subject to the agreement in Article 4.1(2), the parties agree that the Purchaser shall be entitled to appoint relative entities
to acquire 100% of equities with regarding to Shanghai Security Assets at a price equivalent to the net assets value (shall be
calculated to cash amount) before June 30, 2016.


 


4.3 Arrangement
regarding the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting





 


Upon completion of this Transaction,
EBI Fund will hold 90% equities of each of Shanghai Meining and Shanghai Security Comprehensive Research through Shanghai Fenxin
and Zhongcheng Futong, the remaining 10% equities of each of Shanghai Meining and CFO Securities Consulting shall still be held
by the Sellers. In case that the operation of Shanghai Meining and CFO Securities Consulting businesses are hindered due to restrictions
imposed on the oversea-funded companies which the Purchasers belong to, the Sellers may transfer the remaining 10% equities of
each of Shanghai Meining and CFO Securities Consulting to the Purchasers upon their request. Provided the foregoing contemplated
transfer of equity shall be evaluated and priced by an investment institution agreed upon by the parties. The purchase price shall
not be lower than the evaluated price.


 






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4.4 Taxes Burdens


 





All related taxes incurred by this Transaction
shall be borne by each party on their own by law.


 


4.5 Principle
of Negotiation





 


It is agreed that any specific problems
occurred during the performance of this Agreement (including those involving Purchase Consideration payment time and ICRC of Subject
Companies) shall be coordinated and amicably negotiated by the parties.


 






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Article 5. Confidentiality


 





The parties shall take reasonable steps
to keep strict confidentiality of any materials or information involved in the execution and performance of this Agreement. Without
prior written consent of the other parties, no party shall disclose any relevant materials or information related to the cooperation
to others, unless to the employed professional institute agreed upon by the parties or to related government authorities for the
purpose of filing or registration. The parties shall cause their respective employees to keep confidentiality of the trade secrets
of the parties which may be obtained or assessed by such employees in his/her line of duty. Without consent of the parties, any
employees from any party shall not make use of or disclose any of the aforesaid confidential information obtained from his/her
work for any purpose other than the cooperation herein.


 






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Article 6. Breach
and Liability


 





6.1 Breach of
the Agreement





 


Any party fails of performance any obligations
hereunder, partial or wholly, or performs any obligations hereunder inadequately, or violates any provisions hereof, whether by
act or omission, shall constitute breach of the Agreement (the party committed such breach hereinafter referred as the “Breaching
Party”).


 


6.2 Material Breach
of the Agreement





 


Any breach of the Agreement which cannot
be cured and caused material losses to other parties shall be deemed as material breach of the Agreement; any breach which can
be cured however the Breaching Party failed to cure the same within thirty (30) days upon notice of the non-Breaching Party shall
also be deemed as material breach of the Agreement.


 






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6.3 Liability


 





(1) The Breaching Party shall be responsible
for any actual and direct losses, damages, liabilities, all taxes, cost and expenses(including but not limited to attorney fees,
travelling fees, charges, agent fees) caused by such breach to other parties. If the parties are all in fault,
they shall each bear their proper share of the liabilities and losses in accordance with the circumstances.
For avoidance of doubt, in no case shall the Breaching Party be responsible for any indirect or accidental losses or damage, and
any profit losses caused by such breach. In case of a material breach of the Agreement, the non-Breaching Party shall be entitled
to terminate this Agreement and request the Breaching Party to compensate any losses or assume liabilities subject to the provisions
of this Agreement.


(2) If the Sellers refuse to continue
to perform this Agreement without any reason after the Purchasers made the first payment in accordance with Article 2.2(1) hereof,
and still refuse to perform within thirty(30) days upon written notice of the Purchasers, it should be deemed as a material breach
of the Agreement, accordingly the Purchasers shall be entitled to terminate this Agreement, meanwhile the Sellers shall refund
the first payment to the Purchasers and shall pay a penalty equivalent to the first payment (eg.:RMB30 Million) to the Purchasers.


 






    	21



     

    

 


(3) If the Purchasers fails to timely
pay any payment of the Purchase Consideration to Tibet Company subject to any provision of this Agreement, Purchase shall pay
an overdue penalty on daily basis at a rate of 5 per 10,000 per day of due total amount charged
from the date when delay of payment has taken place. If the Purchasers delay to pay any payment of the Purchase Consideration
and failed to make the payment with thirty (30) days upon written notice of the Sellers, it shall be deemed as a material breach
of the Agreement, accordingly the Sellers shall be entitled to terminate the Agreement, meanwhile the Purchase shall pay a penalty
equivalent to the first payment (eg.:RMB30 Million) to the Sellers.


 


Article 7. Governing
Law and Dispute Resolution





 


7.1 Governing
Law


 





This agreement including its execution
and performance shall be governed and construed by current laws and regulations of P. R. C. China.


 






    	22



     

    

 


7.2 Dispute Resolution





 


Any dispute or claim arising out of
or in relation to interpretation, breach, termination or effect of the Agreement shall be resolved via amicable negotiation. Where
a dispute taken place, any party shall commerce a negotiation with other parties upon receipt of written request for negotiation
delivered from other party/parties. If the dispute cannot be resolved with thirty (30) days after the commencement of negotiation
by the parties, any party may submit the dispute before the China International Economic and Trade Arbitration Commission (“CIETAC”)
for arbitration in accordance with the rules of arbitration of CIETAC in Beijing. The arbitration award is final and binding upon
the parties.


 






    	23



     

    

 


Article 8. By-laws


 





8.1 Legal Force
of the Agreement


 





(1) This Agreement shall be in force
as the date of execution by respective legal representative of the parties and affirmed the seal.


(2) The Agreement intends to specify
the principle agreement reached by each party and other relevant parties with regard to the Transaction. Each party and other
relevant parties shall further negotiate and execute other specific legal documents related to this Transaction in accordance
with the principles set forth in this Agreement.


(3) Specific legal documents hereinafter
executed by each party and other relevant parties shall be within the framework set forth in this Agreement. Any provisions or
terms of the specific legal documents violating any provisions of this agreement shall be void and null.


 


8.2 Termination
of the Agreement and Legal Consequences





 


		(1)	This
                                         Agreement may be terminated upon agreement of the parties. 



		(2)	Any
                                         termination of any transaction documents shall neither affect any rights or liabilities
                                         occurred or accumulated before the termination, including any liabilities occurred or
                                         accumulated by such party to other parties subject to such transaction documents and
                                         applicable law, or any claim may be arisen by such party subject to such transaction
                                         documents against other party (parties), nor shall such termination affect any provisions
                                         that should survive the termination expressly or implicitly incorporated in such transaction
                                         documents. 
	




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		(3)	After
                                         the termination of this Agreement or any other transaction documents, Article 5 (Confidentiality),
                                         Article 6 ( Breach and Liability) and Article 7 (Governing Law and Dispute Resolution)
                                         and Article 8 (By-laws) shall survive and binding upon the parties. 



 


8.3 Amendment
of the Agreement


 


Any amendment, supplement or change
of this Agreement shall not be valid and binding upon the parties unless made in written and executed by authorized representative
of the parties.


 


8.4 Counterpart


 





This agreement is made in octuplicate,
each of which may be held by one party, and each copy shall has the same legal effect.


(The remaining of this page intentionally
left blank)


 






    	25



     

    

 


(Signature page without any content)


 


IN WITNESS HEREWITH, the authorized
representative of each party has executed this agreement as of the date and place set firth at the beginning of this Agreement.


 


The Sellers:


China Finance Online Co., Ltd.


(seal)


 


 


Authorized representative (Signature):
______________________________ 


 


Tibet Fortune Jinyuan Network Technology
Co., Ltd


(seal)


 


 


Legal representative or Authorized representative
(Signature): ______________________________ 


 






    	26



     

    

(Signature page without any content)


 


IN WITNESS HEREWITH, the authorized
representative of each party has executed this agreement as of the date and place set forth at the beginning of this Agreement.


 


Purchaser:


Shanghai EBI Ruotong Venture Capital
Investment Enterprise 


(seal)


 


Business Executive Partner/ authorized
legal representative (Signature): ______________________________


 


 


Shanghai EBI Capital Co., Ltd.


(seal)


 


Legal representative or Authorized representative
(Signature): ______________________________ 


 






    	27



     

    

(Signature page without any content)


 


IN WITNESS HEREWITH, the authorized
representative of each party has executed this agreement as of the date and place set firth at the beginning of this Agreement.


 


Subject Company:


Zhongcheng Futong Co., Ltd. 


(seal)


Legal representative or Authorized representative
(Signature): ______________________________ 


 


Shanghai Fenxin Information Technology
Co., Ltd. 


(seal)


Legal representative or Authorized representative
(Signature): ______________________________ 


 


Shanghai Meining Computer Software
Co., Ltd 


(seal)


Legal representative or Authorized representative
(Signature): ______________________________ 


 


Shanghai Stockstar Securities Advisory
and Investment Co., Ltd.


(seal)


Legal representative or Authorized
representative (Signature): ______________________________


 


 


28