Exhibit 4.29


 


Exclusive
Option Agreement


 


This Exclusive Option Agreement (this “Agreement”),
dated 25 August, 2015, is made in Beijing, the People’s Republic of China (the “PRC”), by and between:


 


		A.	David Xueling Li, an individual
                                         with PRC nationality, ID Card number 640204197410230034 (the “Transferor”);



 


		B.	Beijing Bilin Changxiang Information Technology Co., Ltd., a validly existing limited liability
company duly incorporated under the PRC laws, with its registered address at A553, 6/F Beijing Jinyuan Shidai Shopping Center,
#1 Yuanda Road, Haidian District, Beijing, China (the “Transferee”); and



 


		C.	Beijing Bilin Online Information Technology Co., Ltd., a validly existing limited liability
company duly incorporated under the PRC laws, with its registered address at Room 709 Building 1, #39 Anding Road, Chaoyang District,
Beijing, China (the “Domestic Company”).



 


Transferor, Transferee and Domestic Company
shall be hereinafter individually referred to as a “Party”; collectively, the “Parties”.


 


PREAMBLE


 


The Domestic Company is a company specified
in providing technology development, technology transfer, technology consultancy, technology services and technology promotion;
advertisement agency and publishing; organizing culture and art communication activities; enterprise management consultancy; investment
consultancy services in China (collectively, the “Business”).


 


The Transferor has entered into an Equity Interest
Pledge Agreement, according to which the Transferor shall pledge the rights, ownership and interests of its equity interest to
the Transferee.


 


The Transferor further agrees to grant the
Transferee an exclusive option to purchase such equity interest pursuant to the terms and conditions of this Agreement (the “Option”).


 


NOW, THEREFORE, the Parties agree as follows
through negotiations:


 


		1.	Definitions
                                         and Interpretations



 


		1.1	Definitions. Unless otherwise provided, in this
Agreement:



 


Business
has the meaning assigned to it in the Preamble.


 


CIETAC means
the China International Economic and Trade Arbitration Commission.


 




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China means
the People’s Republic of China.


 


Designated Person
has the meaning assigned to it in Section 2.1.


 


Dispute has
the meaning assigned to it in Section 11.2.


 


Encumbrance
means any mortgage, charge, pledge, lien, assign, hypothecation, security interest, retention of title, option, preemptive right,
right of first refusal, constraint, third party right or interest, any type of favorable arrangement (including transfer or retention
of title that has similar effect), any type of other security agreement, arrangement, burden of right or dissent, or any agreement
that sets forth above burden of right.


 


Equity Interest Pledge
Agreement means the Equity Interest Pledge Agreement entered into on the same day of this Agreement by and between the
Transferor, Transferee and Domestic Company, according to which the Transferor agrees to pledge its equity interest in the Domestic
Company to the Transferee as a collateral for the repayment of specific loans and amounts payable to the Transferee.


 


Exclusive Assets
Purchase Agreement means the Exclusive Assets Purchase Agreement entered into on the same day of this Agreement by and
between the Transferor, Transferee and Domestic Company, according to which the Domestic Company agrees to grant an exclusive purchase
right of purchasing its assets to the Transferee.


 


Equity Transfer Agreement
has the meaning assigned to it in Section 4.2.


 


Exercise Notice
has the meaning assigned to it in Section 4.1.


 


Governmental Approval
means all license, permit, approval, ratification, consent, waiver or registration required or issued by PRC government authorities.


 


Power of Attorney
has the meaning assigned to it in Section 4.2.


 


Option has
the meaning assigned to it in the Preamble.


 


RMB means
Renminbi, the official currency of PRC.


 


Shareholder’s
Resolution has the meaning assigned to it in Section 4.2.


 


Term has
the meaning assigned to it in Section 13.3.


 


1.2           Headings.
All headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.


 


1.3           Interpretations.
Unless otherwise provided, below words, expressions and references shall have the following meanings:


 


		(a)	When referring to the terms and exhibits of this Agreement, it shall also include such terms and
exhibits as amended from time to time.



 




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		(b)	When referring to this Agreement or other agreement or document, it shall also include the modifications,
remarks or supplements to this Agreement or other agreement or document from time to time.



 


		(c)	When referring to any law or statutory provision, it shall also include any revision, extension,
combination or replacement related to such law or provision, and any law or provision that revise, extend, combine or replace the
first law or provision, and also include orders, ordinances, instructions or other subordinate legislation promulgated in accordance
with relevant law or provisions.



 


		(d)	Singular form shall also include plural form and vice versa.



 


		(e)	Person include individual, proprietorship, partnership, joint venture, company, joint-stock
company, unincorporated organization, state and government organs, and its assignee, transferee or successor.



 


		(f)	Include and especially are special terms for description or emphasis
purposes only, and shall not limit any provision in any way.



 


		(g)	This Agreement is drafted jointly by the Parties. No narrow interpretation rule shall be applied
to any Party.



 


		2.	The Option



 


2.1           During
the Term of this Agreement, upon written request of the Transferee, the Transferor hereby irrevocably agrees to sell the equity
interest to the Transferee, any Person designated by the Transferee, or assigns of the Transferee hereunder (the “Designated
Person”) pursuant to Section 3 and Section 4 of this Agreement. The Transferee or the Designated Person is entitled
to choose to exercise its option to, for once or multiple times, purchase the entire equity interest or any portion thereof.


 


2.2           Pursuant
to the above Section 2.1, any Person or entity other than the Transferee has no right or option to purchase the equity interest,
and has no current or future right or option to hold such equity interest.


 


2.3           The
Domestic Company hereby undertakes, accepts and approves to grant such option to the Transferee.


 


		3.	Consideration



 


3.1           If
the Transferee exercises the Option and the purchase right under the Exclusive Assets Purchase Agreement (the “Exclusive
Assets Purchase Agreement”) to purchase the assets thereunder (the “Assets”), the aggregate
amount of the purchase price of both the equity interest and the assets shall be RMB100.


 




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3.2           All
tax, expenses and sundry fees arising from the exercise of the Transferee’s option to purchase the equity interest shall
be borne by the respective Party in accordance with the laws of PRC.


 


		4.	Exercise
                                         of Option



 


4.1           Notice
of Exercising the Option. After the execution of this Agreement, the Transferee may at any time notify the Transferor by written
notice (the “Exercise Notice”) to exercise the option. The Exercise Notice shall state clearly (a) the
decision of the Transferee to exercise the option; (b) the portion of equity interest that the Transferee decided to purchase from
the Transferor; (c) the date of the purchase/transfer of the equity interest.


 


4.2           Transfer
of Equity Interest. The Transferor shall, within five (5) business days after the Transferee sends the Exercise Notice, and
pursuant to the instructions in such Exercise Notice, transfer the title of the equity interest to the Transferee or Designated
Person. The Transferor shall procure the Transferee or Designated Person to be the only registered owner of such equity interest,
without any lien or encumbrances in any form, and shall assist in transferring the title of the transferred rights and interests
to the Transferee or Designated Person through below procedures:


 


		(a)	As the shareholder of the Domestic Company, the Transferor shall execute a shareholder’s
resolution (the “Shareholder’s Resolution”) on the same day of the execution of this Agreement,
to approve the transfer of the Transferor’s equity interest to the Transferee or Designated Person. The Shareholder’s
Resolution shall (i) be executed in the form and format given in the Exhibit 1 of this Agreement; and (ii) be made in two (2) duplicates.
If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all
necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated
Person.



 


		(b)	As the shareholder of the Domestic Company, the Transferor shall execute an Equity Transfer Agreement
(the “Equity Transfer Agreement”) on the same day of the execution of this Agreement. The Equity Transfer
Agreement shall (i) be executed in the form and format given in the Exhibit 2 of this Agreement; and (ii) be made in two (2) duplicates.
If the Transferee nominates a Designated Person as the purchaser, the Parties agree to execute and deliver to the Transferee all
necessary documents and perform other actions reasonably requested by the Transferee to ensure the transfer to such Designated
Person.



 




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		(c)	As the shareholder of the Domestic Company, the Transferor shall execute a Power of Attorney (the
“Power of Attorney”) on the same day of the execution of this Agreement, to authorize the Transferee
(including the Transferee and the Designated Person) to fill in the date and relevant information on the aforementioned Shareholder’s
Resolution and Equity Transfer Agreement, and let the Transferee keep such document.



 


		(d)	The Parties shall execute all other necessary agreements or documents, obtain all necessary government
permits and approvals; take all other necessary measures to ensure the effective transfer of the ownership of the equity interest
to the Transferee or Designated Person, and procure the Transferee or Designated Person to be registered as the registered owner
of such equity interest.



 


		(e)	If all or part of the provisions of this Agreement or its exhibits are judged invalid in accordance
with PRC laws or regulations, the Parties shall enter into other valid and effective agreement, resolution or document to achieve
the same legal and economic effects as this Agreement.



 


		5.	Representations
                                         and Warranties



 


5.1           Reliance
Confirmation. The Transferor hereby confirms that the Transferee entered in to this Agreement entirely relying on the representations
and warranties made under this Section 5.


 


5.2           Representations
and Warranties. The Transferor represents and warrants to the Transferee as follows:


 


		(a)	The Transferor is competent in executing and performing this Agreement. The Transferor has obtained
all necessary and appropriate approvals and authorizations require for the execution and performance of this Agreement. The execution,
delivery and performance of this Agreement will not (i) conflict with the articles of association, bylaws and other constitutional
documents of the Domestic Company; (ii) conflict with any contract or document entered into by, and binding upon, the Transferor
and the Domestic Company, or result in any default under such contract or document; (iii) be in contrary to any issuing and/or
retaining condition of the licenses or permits issued to the Domestic Company; (iv) result in the revocation, seizure or appendance
of additional conditions to any license or permit issued to the Domestic Company; and (v) breach any law of PRC.



 


		(b)	This Agreement, subject to its terms, constitutes legal and binding and enforceable obligations
of the Transferor;



 


		(c)	To the best knowledge of the Transferor, and unless the Transferor discloses to the other Parties
in writing, the Transferor is currently not involved in any disputes, litigations, arbitrations, administrative litigations or
any other legal proceedings, and the Transferor is not constrained by any potential disputes, litigations, arbitrations, administrative
litigations or any other legal proceedings;



 




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		(d)	Except for the rights and interests pledged to the Transferee pursuant to the Equity Interest Pledge
Agreement, and the exclusive option granted to the Transferee under this Agreement, the Transferor has not pledge, assign or by
any other means transfer the rights and interests to any third party;



 


		(e)	The Transferor is the sole legitimate and registered owner of the equity interest of the rights
and interests of the pledge;



 


		(f)	The Transferor has good and marketable title over the rights and interests of the pledge with no
lien or other security interests, except for the rights and interests pledged to the Transferee under the Equity Interest Pledge
Agreement, and the exclusive option granted to the Transferee under this Agreement; and



 


		(g)	The equity interest of the Domestic Company of the Transferor has been paid up in full, and such
equity interest is bearer equity;



 


		(h)	Except for debts arising from the ordinary business of the Domestic Company and the debts already
disclosed to, and approved in writing by, the Transferee, the Domestic Company has no other outstanding debts;



 


		(i)	The Domestic Company shall comply with all PRC laws regarding acquisition.



 


5.3           Repeated
Application. After the execution of this Agreement, the representations and warranties provided in Section 5.2 of this Agreement
shall be continuously valid. Such representations and warranties shall be deemed as true and valid representations and warranties
throughout the Term of this Agreement.


 


		6.	Affirmative
                                         Covenants



 


6.1           During
the Term of this Agreement, the Transferor irrevocably undertakes as follows:


 


		(a)	It shall prudently and effectively operate the business of the Domestic Company and handle the
company’s matters, maintain the existence of the Domestic Company in line with good financial and commercial standard and
practice;



 


		(b)	The Transferor shall comply with the provisions of this Agreement, and shall not make any action
or omission that may affect the existence or enforceability of this Agreement;



 


		(c)	The Transferor shall immediately notify the Transferee of any litigation, arbitration, administrative
proceedings related to the Domestic Company or its equity interest;



 




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		(d)	With regard to all claims other than the enforcement of this Agreement and the Equity Interest
Pledge Agreement, the Transferor shall execute all necessary or appropriate documents, file all necessary or appropriate proceedings,
make, or authorize the Transferee or its designated Persons upon the Transferee’s request to make, all necessary or appropriate
defense, and take any and all other necessary appropriate measures, to ensure the ownership of the Transferor in the Domestic Company;



 


		(e)	The Transferor shall immediately notify the Transferee of any event which may possibly affect any
rights of the Transferee on any portion of the equity interest, or may possibly affect the obligation or security provided by the
Transferor under this Agreement;



 


		(f)	The Transferor shall not make any action or omission that may affect the operation and assets value
of the Domestic Company during the Transferor’s ordinary operation of the entire business of the Domestic Company;



 


		(g)	The Transferor shall provide relevant documents regarding the operation and financial conditions
of the Domestic Company upon the Transferee’s request;



 


		(h)	If required by the Transferee, the Transferor shall purchase and retain insurances for the assets
and business of the Domestic Company with the insurance companies qualified by the Transferee. The amount and type of insurances
shall be consistent with those purchased by the companies of the same class;



 


		(i)	The Transferor shall not distribute dividends to shareholders in any way without prior written
consent of the Transferee. However, upon the request of the Transferee, the Transferor shall immediately distribute all distributable
profit to the shareholders, after which such shareholders shall pay or transfer such distribution to the Transferee or companies
designated by the Transferee unconditionally; and



 


		(j)	In accordance with the request of the Transferee and subject to the laws of China, appoint any
Person designated by the Transferee to be the legal representative, director or senior officers of the Domestic Company.



 


		7.	Negative
                                         covenants



 


7.1           The
Transferor irrevocably undertakes not to:


 


		(a)	In any way, whether directly or indirectly, sell, contract to sell, transfer, charge or dispose
the equity interest, or set security interest against the equity interest, except for selling or transferring to the Transferee
or its Designated Person in line with this Agreement or the Equity Interest Pledge Agreement;



 




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		(b)	Procure the general meeting or board of directors to approve any sales, contract to sale, transfer,
charge or disposal of the equity interest, or set any security interest against the equity interest, without prior written consent
of the Transferee, except for selling or transferring to the Transferee or its Designated Person in line with this Agreement or
the Equity Interest Pledge Agreement;



 


		(c)	Without prior written consent of the Transferee, or outside the ordinary course of business, procure
the general meeting or board of directors to approve any sales, contract to sale, transfer, charge or disposal of the assets of
the Domestic Company, except for selling or transferring to the Transferee or its Designated Person in line with this Agreement
or the Exclusive Assets Purchase Agreement;



 


		(d)	Without prior written consent of the Transferee, procure the supplement, change or revision of
the articles of association and bylaws, increment or decrement of registered capital, or change the share structure, of the Domestic
Company;



 


		(e)	Without prior written consent of the Transferee, assume, succeed, guarantee or accept any debt,
except for (i) debts arising from ordinary or daily operation, which are not in the form of a loan; (ii) debts disclosed to and
approved in writing by the Transferee;



 


		(f)	Without prior written consent of the Transferee, procure the Domestic Company to execute any material
contract, except for those executed in the ordinary course of business;



 


		(g)	Without prior written consent of the Transferee, procure the Domestic Company to extend any loan
or facility to any Person, except for those extended in the ordinary course of business;



 


		(h)	Without prior written consent of the Transferee, procure the Domestic Company to be merged with
or acquired by any Person, or acquire or invest in any Person.



 


7.2           The
Transferor agrees that the rights obtained by the Transferee under this Agreement shall not be interrupted or impaired by any legal
proceedings initiated by the Transferor, its successors or its representatives.


 


		8.	Notice



 


8.1           All
the notices and other communications required by or sent pursuant to this Agreement shall be in both English and Chinese, and shall
be delivered to the following address or facsimile number of relevant Party by telegraph, facsimile or post:


 


		(a)	If send to the Transferor:



 


Address: Building 3-08, Yangcheng
Creative Industry Zone, #309 Huangpu Avenue Middle, Tianhe District, Guangzhou


 




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Telephone: (+8620) 29162114


Attention: David Xueling Li


 


		(b)	If send to the Transferee:



 


Address: A553, 6/F Beijing Jinyuan
Shidai Shopping Center, #1 Yuanda Road, Haidian District, Beijing


Telephone: (+8620) 29162114


Attention: David Xueling Li


 


		(c)	If send to the Domestic Company:



 


Address: Room 709 Building 1, #39
Anding Road, Chaoyang District, Beijing


Telephone: (+8620) 29162114


Attention: David Xueling Li


 


		9.	Transfer
                                         and Assign



 


9.1           Unless
with the prior written consent of the Transferee, the Transferor has no right to transfer or assign any of its rights and obligations
hereunder.


 


9.2           This
Agreement shall be binding upon the Transferor and its successors and assigns permitted by Transferee, and is enforceable by Transferee
and its successors and assigns.


 


9.3           If
the Transferee is restructured for whatever reason, upon the request of the Transferee, the Transferor shall enter into a new agreement
containing the content substantially same to the terms and conditions of this Agreement with the restructured Transferee.


 


		10.	Confidentiality



 


10.1         Each
Party recognizes and confirms this Agreement, the content of this Agreement, and any and all oral and written information exchanged
among them for the preparation and performance of this Agreement shall be deemed as confidential information. Each Party shall
hold in confidence all such confidential information, and without the written consent from the other Parties, should not disclose
any confidential information to any third party, provided that, confidential information shall not include information that (a)
is or becomes available to the public other than as a result of disclosure by the receiving Party in violation of this Contract,
or (b) any information which must be disclosed pursuant to laws and regulations, stock trading rules, or as required by order or
decree of governmental authorities or courts; or (c) any information disclosed by either Party to its shareholders, investors,
legal or financial advisors in relation to the transactions contemplated herein, who are bound by confidentiality obligation similar
to this provision. Any disclosure of confidential information by the professionals or institutions engaged by either Party shall
be deemed as the disclosure by such Party, and such Party shall be held liable for breach.


 




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10.2         This
section shall survive the termination of this Agreement and remain in effect for two (2) years of such termination.


 


		11.	Governing
                                         Law and Resolution of Disputes



 


11.1         Governing
Law. This Agreement, including the validity, rights and obligations of both Parties under this Agreement, shall be governed
by and construed in accordance with the laws of China.


 


11.2         Dispute
Resolution. The Parties will firstly attempt in good faith to resolve any and all disputes arising out of or relating to this
Agreement, including disputes related to the existence, validity, interpretation or termination (the “Dispute”),
through friendly consultations. If a Dispute is not resolved through friendly consultations within thirty (30) days from the date
a Party gives the other Party written notice of the Dispute, then each Party may submit the dispute to CIETAC for arbitration in
accordance with then effective arbitration rules. The number of arbitration shall be one. If the Parties reject the assignment
of arbitrator within twenty (20) days after any Party gives the notice of arbitration, CIETAC shall assign another arbitrator.
The arbitration shall be conducted in Beijing in Chinese. The award of the arbitration tribunal shall be final and binding upon
the Parties.


 


		12.	Amendment
                                         and Waiver



 


12.1         Amendment.
Any amendment to this Agreement shall be made in writing, and only takes effect after the execution by all Parties hereunder. The
amendments and supplements duly executed by all the Parties constitute an integral part of this Agreement, and have the same legal
effectiveness as this Agreement.


 


12.2         No
Implied Waivers. To protect the rights and interests of the Transferee, when necessary, the Transferee may exercise the rights
under this Agreement at any time, as such rights are in addition to any right provided by law to the Transferee. Unless expressly
waived in writing by the Transferee, the rights of the Transferee shall not be waived. Any delay in exercising its rights by the
Transferee shall not constitute the waiver of such right.


 


		13.	Miscellaneous
                                         Provisions



 


13.1         Further
Assurances. On a legitimate and feasible basis, the Parties hereto agree to use all usable rights or powers and through reasonable
endeavor to execute all necessary documents and do all such other things to ensure the completely, timely compliance and performance
of the provisions and principles of this Agreement.


 




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13.2         Entire
Agreement. This Agreement constitutes the entire agreement reached among the Parties relating to the Option hereof, and supersedes
in their entirety all prior written and oral agreements and understandings among the Parties relating to the subject matter hereof.
The exhibits are incorporated into this Agreement through reference and constitute an integral part of this Agreement.


 


13.3         Termination.
This Agreement shall enter into its effectiveness upon execution, and remain effective, unless terminated by the Transferee, at
its own discretion, by sending a thirty (30) days prior written notice to other Parties (the “Term”).


 


13.4         Severability
and Replacement. If any single or multiple provisions hereof are judged invalid, illegal or unenforceable in any aspect in
accordance with any laws or regulations, the validity, legality and enforceability of the remaining provisions of this Agreement
shall not be affected in any aspect. The Parties shall in good faith, endeavor to use valid provisions to the extent allowed by
laws and reflecting the intensions of all the Parties, to replace those invalid, illegal or unenforceable provisions, provided
that, the economic effects achieved by such valid provisions shall be similar to the economic effects achieved by those invalid,
illegal or unenforceable provisions.


 


13.5         Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any Party whose
signature appears thereon, and all of which together shall constitute one and the same instrument. Counterparts delivered through
email attachments or facsimile photocopies shall be deemed as effective deliveries.


 


13.6         Language.
This Agreement is executed in the Chinese language.


 


(The remainder of this page left blank intentionally) 


 




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IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed by their duly authorized representatives as of the date first above written.


 


	Li Xueling	 
	 	 
	/s/	 


 


Beijing Bilin Changxiang Information Technology
Co., Ltd.


 


/seal/ Beijing Bilin Changxiang
Information Technology Co., Ltd.


 


Signatory: /s/ David Xueling Li


 


Name: David Xueling Li


 


Title: Legal Representative


 


Beijing Bilin Online Information Technology
Co., Ltd.


  


/seal/ Beijing Bilin Online Information
Technology Co., Ltd.


 


Signatory: /s/ David Xueling Li


 


Name: David Xueling Li


 


Title: Legal Representative 


 




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EXHIBIT 1


 


Beijing Bilin
Online Information Technology Co., Ltd.


 


Shareholder’s
Resolution


 


The undersigned, being all shareholder of Beijing
Bilin Online Information Technology Co., Ltd. (a limited liability company duly incorporated under PRC laws, hereinafter referred
to as the “Company”) and in accordance with the authorization of the Articles of Association of the Company,
hereby unanimously approves below resolutions:


 


IT IS RESOLVED that the Articles of Association
of the Company shall be replaced with the one amended on the ___ day of ___, 20__, as the Amended Articles of Association of the
Company;


 


IT IS FURTHER RESOLVED that the Company is
authorized to approve the transfer of equity interest contemplated in the Equity Transfer Agreement dated ____ ____, 20__ by and
between the Company, David Xueling Li and Beijing Bilin Changxiang Information Technology Co., Ltd., and to perform all obligations thereunder;
and


 


IT IS FURTHER RESOLVED that ________ is hereby
authorized to execute the Equity Transfer Agreement and execute on behalf of the Company all documents needed for the government
approval on the Articles of Association approved by this resolution. In addition, such authorized person is authorized to do anything
he considers appropriate and necessary, at his own discretion, for the intent and purpose of implementing this resolution.


 


IN WITNESS WHEREOF, the signatory signed above
resolutions on the ___day of ___, 2015.


 


                               


 


David Xueling Li


 




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EXHIBIT 2


 


Equity
Transfer Agreement


 


This Equity Transfer Agreement (this “Agreement”)
is made on the ___ day of ___, 20__, by and between:


 


		A.	David Xueling Li, an individual
                                         with PRC nationality, ID Card number 640204197410230034 (the “Seller”);



 


		B.	Beijing Bilin Changxiang Information Technology Co., Ltd., a validly existing limited liability
company duly incorporated under the PRC laws, with its registered address at A553, 6/F Beijing Jinyuan Shidai Shopping Center,
#1 Yuanda Road, Haidian District, Beijing, China (the “Purchaser”); and



 


		C.	Beijing Bilin Online Information Technology Co., Ltd., a validly existing limited liability
company duly incorporated under the PRC laws, with its registered address at Room 709 Building 1, #39 Anding Road, Chaoyang District,
Beijing, China (the “Company”).



 


Seller, Purchaser and Company shall be hereinafter
individually referred to as a “Party”; collectively, the “Parties”.


 


PREAMBLE


 


		(A)	The Domestic Company is a company specified in providing technology development, technology transfer,
technology consultancy, technology services and technology promotion; advertisement agency and publishing; organizing culture and
art communication activities; enterprise management consultancy; investment consultancy services in China (collectively, the “Business”).



 


		(B)	The Seller is the 100% legal and equity owner of the registered capital of the Company (the “Equity
Interest”). The Seller agrees to sell the Equity Interest to the Purchaser pursuant to the terms and conditions set
forth in this Agreement, and the Purchaser agrees to purchase from the Seller the Equity Interest pursuant to the terms and conditions
set forth in this Agreement.



 




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NOW, THEREFORE, the Parties agree as follows
through negotiations:


 


		1.	Transfer
                                         of Equity Interest



 


The Seller hereby agrees to sell all the rights,
title and interests in the Equity Interest held by the Seller without any encumbrances.


 


		2.	Transfer
                                         Price



 


The Purchaser shall pay to the Seller or its
representative the transfer price in an amount of RMB ________ (the “Transfer Price”).


 


		3.	Notice
                                         and Consent



 


The Seller hereby confirms that the Seller
has notify and obtain consents from the shareholders of the Company in accordance with the laws of PRC, the Articles of Association
and any agreements between the Seller and shareholders related to the Company (if any).


 


		4.	Condition
                                         Precedent of the Transfer



 


The closing of the transfer (the “Closing”)
shall only be made upon the satisfaction of below condition precedent:


 


		(a)	The State Administration for Industry and Commerce (the “SAIC”) or its
Beijing branch approves the transfer of equity set forth under this Agreement;



 


		(b)	If required by applicable laws, the Ministry of Commerce or its Beijing branch approves the transfer
of equity set forth under this Agreement;



 


		(c)	Apply to the SAIC or its Beijing branch for change of shareholder; and



 


		(d)	Other conditions provided in writing by the Parties.



 


		5.	Transfer
                                         of the Agreement



 


5.1          Unless
with the prior written consent of the Purchaser, the Seller has no right to transfer or assign any of its rights and obligations
hereunder.


 


5.2          This
Agreement shall be binding upon the Seller and its successors and assigns permitted by Purchaser, and is enforceable by Purchaser
and its successors and assigns.


 




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5.3           If
the Purchaser is restructured for whatever reason, upon the request of the Purchaser, the Seller shall enter into a new agreement
containing the content substantially same to the terms and conditions of this Agreement with the restructured Purchaser.


 


		6.	Liability
                                         of Default



 


Any Party shall be liable for all direct and
indirect damages or losses arising from its breach of obligations under this Agreement.


 


		7.	Effectiveness



 


This Agreement shall enter into its effectiveness
upon execution (the “Effective Date”). The Purchaser is entitled to terminate this Agreement at its own
discretion.


 


		8.	Governing
                                         Law



 


This Agreement, including its validity, rights
and obligations of the Parties hereunder, shall be governed by and construed in accordance with the laws of the PRC.


 


		9.	Dispute
                                         Resolution



 


The Parties will firstly attempt in good faith
to resolve any and all disputes arising out of or relating to this Agreement, including disputes related to the existence, validity,
interpretation or termination (the “Dispute”), through friendly consultations. If a Dispute is not resolved
through friendly consultations within thirty (30) days from the date a Party gives the other Party written notice of the Dispute,
then each Party may submit the dispute to CIETAC for arbitration in accordance with then effective arbitration rules. The number
of arbitration shall be one. If the Parties reject the assignment of arbitrator within twenty (20) days after any Party gives the
notice of arbitration, CIETAC shall assign another arbitrator. The arbitration shall be conducted in Beijing in Chinese. The award
of the arbitration tribunal shall be final and binding upon the Parties.


 


		10.	Language



 


This Agreement is executed in the Chinese language.


 


		11.	Miscellaneous
                                         Provisions



 


Being reasonably requested by the Purchaser,
the Seller agrees to execute and deliver other documents and take other measures to perform its obligations as the Seller under
this Agreement, and perfect all transfer procedures and requirements.


 




    	 	16	 



     


    

  


This Agreement may be executed in any number
of counterparts, each of which shall be deemed an original as against any Party whose signature appears thereon, and all of which
together shall constitute one and the same instrument. Counterparts delivered through email attachments or facsimile photocopies
shall be deemed as effective deliveries.


 


(The remainder of this page left blank intentionally)


 




    	 	17	 



     


    

  


IN WITNESS WHEREOF, the Parties hereto have
caused this Agreement to be executed by their duly authorized representatives as of the date first above written.


 


SELLER:


 


Signatory:


 


Name: David Xueling Li


 


PURCHASER: Beijing Bilin Changxiang Information
Technology Co., Ltd. (seal)


 


Signatory:


 


Name: David Xueling Li


 


Title: Legal Representative


 


WFOE: Beijing Bilin Online Information Technology
Co., Ltd. (seal)


 


Signatory:


 


Name: David Xueling Li


 


Title: Legal Representative


 








    	 	18