Exhibit 4.28


 


Exclusive
Business Cooperation Agreement


 


This Exclusive Business Cooperation Agreement
(this “Agreement”) is made and entered into by and between the following parties on August 25, 2015 in Beijing, the
People’s Republic of China (“China” or the “PRC”).


 


	 	(1)	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 (“Domestic Company”); and


 


	 	(2)	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 (“WFOE”).


 


Each of Domestic Company and WFOE shall
be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.


 


PREAMBLE


 


WFOE is a consultancy company engaged in network technology,
computer software technology research and development, technology transfer, technical consulting, technology services, and organize
culture and art communication activities (excluding performance intermediary), enterprise management consulting, investment consulting
and provide specific technical and business advisory services through its domestic subsidiary to the Domestic Company. The Domestic
Company is a company specified in technology development, technology transfer, technology consulting, technology services, technology
promotion; advertisement agency and publishing; culture and art communication; enterprise management consulting; investment consulting
(the "Business"). The Domestic Company intends to enter into an exclusive agreement with WFOE, through
which WFOE provides technology, consulting and other services related to the Business to the Domestic Company.


 


NOW, THEREFORE, the Parties have reached the following agreements:


 


		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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Dispute
has the meaning assigned to it in Section 16.2.


 


Force Majeure
Event has the meaning assigned to it in Section 10.1.


 


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


 


Services
has the meaning assigned to it in Section 2.1.


 


Service Fee
has the meaning assigned to it in Section 3.1.


 


Term
has the meaning assigned to it in Section 4.1.


 


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.




 


		(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 both Parties. No narrow interpretation rule shall be applied to any Party.




 


		2.	Scope of Service



 


2.1          Service Description. The
Domestic Company hereby engages WFOE as its exclusive service provider. During the Term of this Agreement, WFOE shall, through
its domestic subsidiary, provide consulting services related to the research and development of electronics, communication and
network technologies to the Domestic Company. Such services include but not limited to technical support, business consulting,
intellectual property licensing, lease of equipment or property, sales, system integration, product research and development, system
maintenance and other services solely considered by WFOE as necessary for the operation of the Domestic Company (the "Services").


 






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2.2          Exclusiveness. During the
Term of this Agreement, without prior written consent of WFOE, the Domestic Company shall not, whether directly or indirectly,
(i) solicit or accept any services identical or similar to the Services hereunder from any third party; or (ii) enter into cooperation
agreement with any third party on issues related to the subject matter of this Agreement.


 


3.            Service
Fee






 


3.1          The Domestic Company shall pay WFOE
a service fee for the Services contemplated in this Agreement (the "Service Fee") on a quarterly basis.
The amount of the Service Fee payable for each quarter shall be the net revenue (as recorded in the quarterly management report
of the Domestic Company) of the Domestic Company in that particular quarter.


 


3.2          The Domestic Company shall pay the
Service Fee to WFOE within ten (10) days upon the receipt of WFOE’s invoice, which shall be enclosed with a document evidencing
the basis for the calculation of such Service Fee. Without prejudice to the provision of Section 3.4 of this Agreement, no deduction,
offset or set-off shall be made when paying the Service Fee.


 


3.3          The Domestic Company shall prudently,
duly and timely make its monthly and quarterly management report in accordance to its applicable accounting standard and policies,
and shall provide such reports to WFOE as soon as possible.


 


3.4          Within ninety (90) days after the
end of each fiscal year, the Domestic Company shall (a) deliver to WFOE the audited financial reports of the Domestic Company of
that fiscal year, which shall be reviewed and attested by an auditor approved by WFOE; and (b) if, as recorded in abovementioned
audited financial statements, the net revenue of the Domestic Company in that fiscal year (A) is greater than the aggregate amount
paid to WFOE by the Domestic Company quarterly in that fiscal year, pay the difference to WFOE; or (B) is less than the aggregate
amount paid to WFOE by the Domestic Company quarterly in that fiscal year, the Domestic Company is entitled to set-off the amount
payable to WFOE in the next fiscal year using such difference.


 


4.            Term






 


4.1          This Agreement takes effect as of
the date of execution. Unless terminated in accordance with the provisions of this Agreement or terminated by WFOE in writing,
the term of this Agreement shall be perpetual (the "Term"). Notwithstanding the above stipulation, after
the execution of this Agreement, the Parties shall review the provision in relation to the Services and the Service Fee from time
to time to decide whether it is necessary to amend or supplement the provisions in this Agreement based on the actual circumstances
at that time.


 






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5.            Termination




 


5.1          This Agreement takes effect upon
execution, and remains effective throughout the Term, unless early terminated by WFOE at its own discretion through a written notice
to the Domestic Company.


 


5.2          Before the expiration of the Term
of this agreement, this Agreement shall not be terminated by the Domestic Company.


 


6.            Intellectual
Property Rights




 


6.1          WFOE or its domestic subsidiary
shall have exclusive and proprietary rights and interests in all rights, ownership, interests of the intellectual property rights
arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications,
trademarks, software, technology secrets, trade secrets, technical know-how and other intellectual property rights created by the
Domestic Company or WFOE.


 


6.2          If a research or development is
based on intellectual property rights owned by the Domestic Company, the Domestic Company shall ensure that such intellectual property
rights are free of defects, otherwise the Domestic Company shall be liable for all damages and losses caused by such defects and
incurred by WFOE or its domestic subsidiary. If WFOE or its domestic subsidiary is liable to any third party due to such defects,
WFOE or its domestic subsidiary shall be entitled to indemnity from the Domestic Company for all losses.


 


6.3          WFOE or its domestic subsidiary
may license the intellectual property rights mentioned in Section 6.1 to the Domestic Company and its associated parties on a non-exclusive
basis. Such license shall be subject to a separate agreement entered into by both Parties. Without prior written consent of WFOE
or its domestic subsidiary, the intellectual property rights licensed by WFOE or its domestic subsidiary to the Domestic Company
shall not be transferred or sublicensed to any third party by the Domestic Company.


 


7.            Undertakings




 


 7.1          The Domestic Company undertakes as follows:




 


(a)          Without
prior written consent of WFOE, it shall not conduct business outside its ordinary scope of business;



 






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		(b)	Without
prior written consent of WFOE, it shall not provide to or accept from third party any material loans, except for those happened
in the ordinary course of business;




 


		(c)	Without
prior written consent of WFOE, it shall not succeed or guarantee any debt, except for those happened in the ordinary course of
business;




 


		(d)	Without
prior written consent of WFOE, it shall not merge or enter into consortium with any third party, or acquire any third party, or
be acquired or controlled, increase or decrease its registered capital, or in other way change its registered capital structure;




 


		(e)	In
line with the requirement of WFOE, it shall comply with PRC laws, appoint any Person designated by WFOE as the legal representative,
directors and senior officers of the Domestic Company, and not to change or dismiss any director or senior officer without prior
written consent of WFOE;




 


		(f)	Without
prior written consent of WFOE, it shall not sell to or acquire from third party, or in any other way dispose its material assets,
whether tangible or intangible, except for those happened in the ordinary course of business;




 


		(g)	Without
prior written consent of WFOE, it shall not provide guarantee or guarantee in other forms to third party using its assets, or
create any encumbrances to its assets;




 


		(h)	It
shall first consult with WFOE for any amendment to its articles of association;




 


		(i)	Without
prior written consent of WFOE, it shall not in any way distribute dividends or share interests.




 


		(j)	Without
prior written consent of WFOE, it shall not enter into liquidation and division of its remaining property;




 


		(k)	Without
prior written consent of WFOE, the Domestic Company shall not solicit or accept any services related to the Business from any
third party, or enter into cooperation agreement with any third party on issues related to the subject matter of this Agreement,
whether through service, lease, business cooperation or any other form;




 


		(l)	Without
prior written consent of WFOE, it shall not recruit or employ new employees;





 


		(m)	When
making any decision that may create material effect on the business, operation, assets, right or obligation of the Domestic Company,
it shall consult with WFOE. In addition, the Domestic Company shall implement legitimate business or technical orders or instructions
sent by WFOE from time to time, unless there are obvious material negligence in such orders or instructions; and




 






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		(n)	Procure
any of its affiliates or subsidiaries to abide by above undertakings.




 


		8.	Representations
and Warranties





 


		8.1	The Domestic Company represents and warrants to WFOE
as follows:





 


		(a)	The
Domestic Company is a company legally registered and validly existing in accordance with the PRC laws and is competent and has
obtained the relevant powers and authorizations for owning, operating and leasing its assets and properties and engaging in its
current business. The Domestic Company has obtained all necessary consent and approval from third parties and government agencies
to conduct business in the territory of PRC;




 


		(b)	The
Domestic Company has obtained all necessary consent, approval, authorization and order for the execution, delivery and performance
of this Agreement, and the Domestic Company has all rights, powers and abilities to execute, deliver and perform this Agreement.
The execution and performance of this Agreement by the Domestic Company belong to its scope of business.




 


		(c)	The
execution, delivery and performance of this Agreement, and the consummation of the transaction contemplated herein will not (i)
breach any law of PRC; (ii) conflict with any contract entered into by the Domestic Company, or result in any default or breach
of such contract by the Domestic Company; or (iii) be in contrary to any condition of the permits or approvals required for the
Domestic Company to conduct its business; and




 


		(d)	This
Agreement, subject to its terms, constitutes the Domestic Company’s legal, valid and binding obligations, and shall be enforceable
against it.




 


		8.2	WFOE represents and warrants to the Domestic Company
as follows:





 


		(a)	WFOE
is a company legally registered and validly existing in accordance with the PRC laws;




 


		(b)	The
execution and performance of this Agreement by WFOE are consistent with its corporate qualification and belong to its scope of
business;




 


		(c)	WFOE
has taken all necessary corporate actions to obtain approval and authorization to enter into this Agreement; and




 


		(d)	This
Agreement, subject to its terms, constitutes WFOE’s legal, valid and binding obligations, and shall be enforceable against
it.




 


		9.	Default and
Indemnification





 


		9.1	Any of below circumstances shall constitute a default
of the Domestic Company under this Agreement:





 


		(a)	Non-payment:
The Domestic Company fails to pay due and payable Service Fee to WFOE in accordance with the terms and conditions of this Agreement;




 






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		(b)	Breach
of Other Obligations: The Domestic Company fails to perform its obligations under this Agreement, including breaching any
representations or warranties made by the Domestic Company;




 


		(c)	Loss
of Goodwill: The non-payment of any debt owed by the Domestic Company which is declared to be or becomes due and payable before
maturity, or the non-payment at maturity of any debt owed by the Domestic Company of which the creditor is entitled to declare
due and payable before maturity;




 


		(d)	Enforcement:
The creditors seize or possess the assets of the Domestic Company, or initiate proceedings to seize, enforce, confiscate or apply
other proceedings on the assets of the Domestic Company; and




 


		(e)	Regulatory
Measures: Any government organ applies any measure, proceeding, fine or other adverse regulatory measures against the Domestic
Company or its business, including without limitation, repeal or discontinue to issue any government approval.




 


9.2         The Domestic Company shall indemnify
and hold harmless WFOE and its director, officers, employees, agents and associated parties from any losses, damages, injuries,
obligations or expenses caused by any lawsuit, claims or other demands against WFOE arising from or caused by the default of the
Domestic Company under this Agreement.


 


		10.	Force Majeure







 


10.1       If any Party delays or fails to
perform its obligation hereunder due to fire, strike, embargo, government requirement, military action, terrorist assault or terrorist
threats, action of God or other exceptional situation that cannot be overcome or avoided by the Parties and cannot be foreseen
by the Party alleged to be affected by such force majeure when entering this Agreement (each a “Force Majeure Event”),
such Party shall not be liable. If a Force Majeure Event takes place, the Party being affected shall immediately notify the other
Party; during the existence of the Force Majeure Event, the Party being affected shall suspend its performance of this Agreement,
and the time for performance after the Force Majeure Event is ended for the Party being affected shall be extended accordingly,
the period extended shall be equal to the period of the existence of the Force Majeure Event. The Party being affected shall notify
the other Party in writing within fifteen (15) days after it becomes aware of such Force Majeure Event, to describe the nature
of the Force Majeure Event and the estimated period it may last. Furthermore, the affected Party shall make commercially reasonable
endeavor to reduce the impact of such Force Majeure Event.


 






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		11.	No Joint Venture





 


11.1       Neither of the Parties hereto intends
to establish any relationship of partnership, delegation, agency or joint venture, and nothing contained in this Agreement shall
be construed as creating any such relationship between the Parties. Under no circumstances shall any Party or its agent or employee
becomes the representative of the other Party, unless otherwise expressly provided in this Agreement; no Party shall act as the
agent, employee or in other name to provide, create or assume any obligation on behalf of the other Party.


 


		12.	New Subsidiary



 


12.1       The Domestic Company shall procure
all newly added subsidiaries established, organized or created after the execution of this Agreement to accede to this Agreement
in writing to enjoy and comply with all rights, obligations and undertakings of the Domestic Company provided under this Agreement.


 


		13.	Notice



 


13.1       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 WFOE:




 


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


Telephone: (+8620) 29162114


Attention: David Xueling Li


 


		(b)	If
send to the Domestic Company:




 


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


Telephone: (+8620) 29162114


Attention: David Xueling Li


 


		14.	Transfer and
Assign



 


14.1       Unless with the prior written consent
of WFOE, the Domestic Company has no right to transfer or assign any of its rights and obligations hereunder.


 


14.2       This Agreement shall be binding
upon the Domestic Company and its successors and assigns permitted by WFOE, and is enforceable by WFOE and its successors and assigns.


 






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		15.	Confidentiality



 


15.1       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.


 


15.2       This Section 15 shall survive the
termination of this Agreement and remain in effect for two (2) years of such termination.


 


		16.	Governing Law
and Resolution of Disputes



 


16.1       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.


 


16.2       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.


 


		17.	Amendment and
Waiver



 


17.1       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.


 


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


 






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		18.	Miscellaneous
Provisions



 


18.1       Tax and Expenses. The tax
and expenses applicable to the execution and performance of this Agreement shall be borne by the respective Party.


 


18.2       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.


 


18.3       Entire Agreement. This Agreement
and other Main Agreements constitute the entire agreement reached among the Parties relating to the Pledge 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.


 


18.4       Termination. This Agreement
shall enter into its effectiveness upon execution. WFOE is entitled to terminate this Agreement at its own discretion.


 


18.5       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.


 


18.6       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.


 


(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.


 





	Beijing Bilin Changxiang Information Technology Co., Ltd. 
	/seal/ Beijing Bilin Changxiang Information Technology Co., Ltd.	 
	/s/ David Xueling Li	 
	Name: David Xueling Li	 
	Title: Legal Representative	 
	 	 
	Beijing Bilin Online Information Technology Co., Ltd. (seal)
	/seal/ Beijing Bilin Online Information Technology Co., Ltd.	 
	/s/ David Xueling Li	 
	Name: David Xueling Li	 
	Title: Legal Representative	 


 














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