Exhibit 10.2


 


 


 


 





BUSINESS
OPERTAION MANAGEMENT AGREEMENT





 


BY
AND AMONG


  


CHUANGXIANG
NETWORK TECHNOLOGY (SHENZHEN) LIMITED


 


AND





 


SHENZHEN
CHUANGXIANG NETWORK TECHNOLOGY LIMITED


 


AND


 


JIYING
LI


 


HUIBIN
SU


 


CHAORAN
ZHANG


 


April
20, 2017


 


 


 


 




     


     


    

 


BUSINESS
OPERATION MANAGEMENT AGREEMENT


 


(TRANSLATION
COPY)


 


THIS
BUSINSS OPERATION MANAGEMENT AGREEMENT (this Agreement) is entered into as of the 20th day of April, 2017 in
Shenzhen, the Peoples Republic of China (the PRC)


 


by
and among


 


Party
A: Chuangxiang Network Technology (Shenzhen) Limited


Entity
Registration Number: 440300MA5DAEP93


Registered
Address: Room 201, Building A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing
offices with Shenzhen Qianhai Commerce Secretary Limited)


Legal
Representative: Jiyin Li


 


Party
B: Shenzhen Chuangxiang Network Technology Limited


Entity
Registration Number: 44030034988710X5


Registered
Address: Room 201, Building A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing
offices with Shenzhen Qianhai Commerce Secretary Limited)


Legal
Representative: Jiyin Li


 


Party
C: Jiyin Li


(China)
Citizen ID Number: 410203198712131555


Address:
No. 12 Building 5, Dirun Road 2, Jinshui District, Zhenzhou City, China


 


Party
D: Huibin Su


(China)
Citizen ID Number: 440781198001200210


Address:
Room 503, Huanyuan Street 5, Haizhu District, Guangzhou City, China


 


Party
E: Chaoran Zhang


(China)
Citizen ID Number: 440112197809270019


Address:
Room 503, Huajin Road 72, Tianhe District, Guangzhou City, China





 





(Party A, Party B, Party C, Party D and
Party E individually being referred to as a “Party” and collectively the “Parties”).







 






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WHEREAS:


 


		1.	Party
                                         A is a validly registered wholly foreign owned entity in the People’s Republic
                                         of China (“P.R. China” or “China”) , duly incorporated and in
                                         a good standing;



 


		2.	Party
                                         B is a validly registered limited liability company under PRC law, duly incorporated
                                         and in good standing;



 


		3.	Part
                                         A and Party B have entered into an Exclusive Technology Consulting Service Agreement
                                         and Party B is obliged to deliver payments to Party A in accordance with the Exclusive
                                         Technology Consulting Service Agreement, as a result, Party A’s capability of payments
                                         are substantially impacted by the daily operation of business of Party B;



 


		4.	Party
                                         C, Party D and Party E are the total shareholders (collectively, the “Shareholders”)
                                         of Party B, holding 60%, 20% and 20% of issued and outstanding shares of Party B, respectively,
                                         representing 100% equity interest of Party B in aggregate;






 


NOW,
THEREFORE, in consideration of the premises, the mutual covenants and agreements herein contained, and other good and valuable
consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending to be bound,
do hereby agree as follows:





 


ARTICLE
1: NO ACTION


 


To
ensure Party B’s fulfillment of its obligation under this Agreement and other agreements it has with Party A, Shareholders
hereby consent and confirm that except prior written consent of Party A or its designee, the Shareholders will cause Party B take
no action that may potentially materially impact its assets, operation, personnel, responsibilities, rights or contracts in its
business, including but not limited to:


 


		1.1	take
                                         any action that beyond the scope of its normal business or inconsistent with its usual
                                         and ordinary course of business;



 


		1.2	borrow
                                         or incur any debt from any third party;



 


		1.3	change
                                         or remove a director or remove any executive officer;



 


		1.4	sell
                                         or dispose any asset or right of Party B to a third party including but not limited to
                                         intellectual property;



 






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		1.5	grant
                                         security interest or other right obligation to a third party on Party B’s asset
                                         or intellectual property;



 


		1.6	change
                                         or amend the business scope of the company;



 


		1.7	amend
                                         the normal course of business of the company or material internal rules or procedures
                                         of the company;



 


		1.8	transfer
                                         any right or obligation set forth hereof to a third party;



 


		1.9	materially
                                         adjust the business model, marketing strategy, operation principles or customer relationship
                                         of the company;



 


		1.10	distribute
                                         the cash or share dividend by any means;



 


ARTICLE
2: MANAGEMTN AND PERSONNEL


 


	2.1	Shareholders
                                         and Party B agree to accept proposals from Party A with regards to employment, daily
                                         operation and management, accounting management and execute such proposal strictly;



 


	2.2	Shareholders
                                         and Party B agree that Shareholders will appoint the director nominated by Party A in
                                         accordance with the laws and the company charter and cause such director to be elected
                                         as the chairman of the board of the directors of the company and appoint the chief executive
                                         officer, chief financial officer and other executive officer as nominated by Party A;



 


	2.3	If
                                         the above mentioned director or executive officer nominated by Party A leaves Party A
                                         either by voluntary resignation or termination by Party A, any position it has with Party
                                         B shall be terminated automatically. In such circumstance, Shareholders shall terminate
                                         the position it has with Party B and appoint and fill in the vacancy by another person
                                         nominated by Party A;



 


	2.4	For
                                         the purpose of Article 2.3 herein above, Shareholders shall take all and any necessary
                                         internal and external procedural action to complete the termination and appointment in
                                         accordance with laws, company charter and this Agreement;



 


	2.5	At
                                         the time Shareholders execute this Agreement, Shareholders shall execute a Power of Attorney
                                         substantially in the form attached hereto as an exhibit to irrevocably authorize a person
                                         designed by Party A to exercise its rights as a shareholder and vote on behalf of it
                                         as a shareholder in a shareholder meeting of Party B. Shareholders further agree to substitute
                                         the designee at the request of Party A.



 


	2.6	Party
                                         A shall provide financial support to Party B if there is any difficulty in Party B’s
                                         operation.



 






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ARTICLE
3: COVENENTS


 


	3.1	In
                                         the event that any agreement between Party A and Party B is terminated or expired, Party
                                         A has the right to determine whether to determinate all agreements between Party A and
                                         Party B including this the Exclusive Technology Consulting Service Agreement;



 


	3.2	In
                                         consideration of that Party A and Party have built up business relationship pursuant
                                         to the Exclusive Technology Consulting Service Agreement and Party A’s capability
                                         of payments is substantially subject to Party B’s operation, Shareholders agree
                                         to transfer any cash or share dividends, or any interests (by any means) distributed
                                         to them as the shareholders of Party B to Party A as a gift without any consideration
                                         when receiving such cash or share dividends or interests and take any action or provide
                                         any document at the request of Party A in order to complete such transfer to Party A.



 


	3.3	Shareholders
                                         agree to execute the Shareholder Acknowledgement Form attached hereto as Exhibit B and
                                         cause its spouse to execute the Spouse Acknowledgement Form attached hereto as Exhibit
                                         C at the time of executing this Agreement. Shareholders confirm that they will strictly
                                         comply with and cause (its spouse) comply with the representation and warranty set forth
                                         thereof (including agreement to amend the representation and warranty at the request
                                         of Party A or in accordance with any applicable law or regulation).






 


ARTICLE
4: MODIFICATION


 


	4.1	This
                                         Agreement constitutes the entire understanding and agreement between the Parties hereto
                                         with respect to the subject matter hereof and shall replace any prior written or oral
                                         agreements, understandings, communication restrictions, representations between the Parties.



 


	4.2	No
                                         amendment or modification to this Agreement shall be valid unless made in writing and
                                         executed by the Parties. Any amendment or modification executed by the Parties is a part
                                         of this Agreement and has the same legal effectiveness and force as this Agreement.



 






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ARTICLE
5: GOVERNING LAW





 


The
conclusion, validity, interpretation, performance and the dispute resolution of this Agreement shall be governed by the laws of
PRC (for the purpose of this Agreement, the laws of PRC limits to laws of the main land China and excludes laws of Hong Kong,
Macau and Taiwan).


 


ARTICLE
6: DISPUTE SETTLEMENT


 


Any
disputes arising from or relating to this Agreement shall be resolved through consultation by the Parties. In case of a failure
to reach an agreement through consultations within thirty (30) days, each Party can submit the disputes to the China International
Economics & Trade Arbitration Commission Huanan Branch for arbitration in accordance with its Arbitration Rules in effect
at the time of the arbitration. The arbitration shall be held in Shenzhen. The arbitral award shall be final and binding upon
the Parties.


 


ARTICLE
7: NOTICE


 


Unless
otherwise designated by the other Party, any notices of other correspondences among the Parties in connection with the performance
of this Agreement shall be delivered in person, by personal delivery, certified mail, pre-stamped mail, express mall or facsimile
to the following correspondence addresses:


 


	Party
    A 	Chuangxiang
    Network Technology (Shenzhen) Limited
	Address	Room 201, Building
    A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing offices with Shenzhen Qianhai
    Commerce Secretary Limited)
	Facsimile: 	 
	Telephone	 
	Attention	 


 


	Party
    B 	Shenzhen
    Chuangxiang Network Technology Limited
	Address	Room 201, Building
    A, 1 Qianwan Road 1, Qianhai Shenzhen-Hong Kong Modern Service Industry Cooperation Zone (sharing offices with Shenzhen Qianhai
    Commerce Secretary Limited)
	Facsimile: 	 
	Telephone	 
	Attention	 



 






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        Party
        C
	

        

        Jiyin
        Li

	Address	 
	 	 
	Telephone	 
	Attention 	 





 


	Party
    D	Huibin
    Su
	Address	 
	Facsimile	 
	Telephone	 
	Attention 	 
	 	 
	

        Party
        E
	

        Chaoran
        Zhang

	Address	 
	Facsimile	 
	Telephone	 
	Attention 	 


 


ARTICLE
8: CONFIDENTIALITY


 


No
party to this Agreement shall publicize, divulge or disclose any information regarding this Agreement, the transaction under this
Agreement, unless that (1) disclosure is required by applicable laws or rules of any stock exchange; (2) information has been
made publicly known without the default of any party; (3) disclosure is made to its shareholder, legal counsel, accountant financial
advisor or other professional; or (4) the other party gives a written consent in advance.





 


ARTICLE
9: VALIDITY, TERM AND TERMINATION


 


	9.1	Any
                                         decision involving the written consent, proposal, nomination of Party A or materially
                                         impacting the daily operation of Party B shall be made by the board of directors of Party
                                         A;



 


	9.2	This
                                         Agreement shall take effect from the date first mentioned hereof. Unless terminated by
                                         Party A earlier, this Agreement shall remain valid for 10 years of the effective date.
                                         At the request of Party A, the Parties shall extend this Agreement or enter into another
                                         new business operation management at the expiration of this Agreement.



 






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	9.3	During
                                         the valid term of this Agreement, Party B and Shareholders shall not terminate this Agreement.
                                         Party A has the right to terminate this Agreement with a written notice at least 30 days
                                         before the termination.



 


	9.4	This
                                         Agreement sets forth the fair and reasonable agreements among the Parties based on equal
                                         and value consideration. If any article of this Agreement is not valid or cannot be fulfilled
                                         due to conflict with any law of PRC, it does not impact the effectiveness and the force
                                         of other articles of this Agreement.



 


	9.5	The
                                         failure of a Party to exercise any rights, power or privilege under this Agreement shall
                                         not be treated as a waiver of its rights. Any exercise of any right, power or privilege
                                         in part or in full as set forth in this Agreement shall not be traded as the exclusion
                                         to other right, power or privilege.



 


	9.6	In
                                         the event there is a change of the Shareholder or its ownership in share of the company
                                         due to any reason (including but not limited to bankruptcy, divorce, death, etc.), this
                                         Agreement is legally binding to the Shareholder’s inherits or transferees and subject
                                         any shares held by the inherits or the transferees which shall be treated as the successor
                                         party to this Agreement.



 


	9.7	This
                                         Agreement shall be executed in five copies with the same legal effectiveness and force.
                                         Each Party shall have one copy with one extra copy to be used for registration with applicable
                                         regulatory department.






 


[THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 






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[EXECUTION
PAGE]





 


IN
WITNESS WHEREOF, the Parties or their respective authorized representatives have caused this Business Operation Management
Agreement.


 


SIGNED
and SEALED by


For
and on behalf of


Party
A: Chuangxiang Network Technology (Shenzhen) Limited


Legal
Representative: Jiyin Li





 


SIGNED
and SEALED by


For
and on behalf of


Party
B: Shenzhen Chuangxiang Network Technology Limited


Legal
Representative: Jiyin Li


 


SIGNED
by


Party
C: Jiyin Li





 


SIGNED
by


Party
D: Huibin Su





 


SIGNED
by


Party
E: Chaoran Zhang


 






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