Exhibit
4.13


 


Exclusive
Stock Option Agreement, dated as of November 16, 2017 between PDN (China) International Culture Development Co., Ltd., Maoji (Michael)
Wang and Anyong Wu.


 


Party
A : PDN (China) International Culture Development Co., Ltd


 


Address:
Room 1709, 1710 No.1 Huaqiang Rd. Tianhe District Guangzhou City Guangdong Province China


 


Corporate
legal representative: Wang Maoji


 


Party
B:


 


	share holders	 	name	 	nationality	 	ID number	 	address
	1	 	Wang Maoji	 	Chinese	 	362421197203236814	 	No. 603, 5th Floor, Jingshu East, Xueqing Road West, Haidian District, Beijing
	2	 	Wu Anyong	 	Chinese	 	362421196805080031	 	No. 8, Jizhou Road, Dunhou Town, Ji’an County, Ji’an City, Jiangxi Province



 


Party
C: Jiangxi PDN Culture Media Co. Ltd.


 


Address:
#607&609, Jingda Sunshinecity,Qingyuan District, Ji’an City, Jiangxi Province


 


Corporate
legal representative: Wang Maoji


 


Whereas:


 


Party
A is a wholly foreign-owned enterprise incorporated in accordance with the law of China and validly existing;


 


Party
C is a limited liability company registered, organized and validly existing in China with registration capital is 100 million
RMB.


 


Party
B is the shareholders of Party C, holding 100% shares of Party C; specifically, Wang Maoji holding 90%, Wu Anyong holding 10%.


 


Party
B agree to jointly and individually, in accordance with the terms and conditions of this Agreement, irrevocably and without any
additional conditions, Party A shall be granted an exclusive option to purchase all or part of the shares held by Party C (hereinafter
referred as “right of exclusive stock option purchase”). Party A is also willing to accept this exclusive share. Subject
to the provisions of Chinese law, Party B shall, at the request of Party A, an equity pledge agreement has been signed between
the target stock option to be held by Party A and / or any third party designated by Party A in accordance with the provisions
of this Agreement, under which Party B performs the intellectual property license signed with Party A for Party C. The obligations
under the Agreement provide security.


 






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NOW,
THEREFORE, IN CONSIDERATION OF the mutual consent through consultation, the Parties hereto agree as follows:


 


1.1
authorization rights


 


Party
B hereby together and individually, irrevocably and with no additional conditions to grant Party A or one or more than one person
designated by Party A (hereinafter referred to as the “Designated Persons”) the exclusive option to, where permitted
by applicable laws in China, following such exercising procedures as regulated by Party A or determined by the Designated Persons
at their own discretion, purchase at any time from Party B part or all of Target Stock Price (“Targeted Stock Equities”)
of Party C held by Party B at such price as set forth in Paragraph 1.4 hereof (hereinafter referred to as the “Exclusive
Right of Exclusive Stock Option Purchase”). Party A has the right to decide the proportion of the subscription target equity.
If Party A only subscribes to part of the target equity , the target equity which has not been subscribed for will continue to
be subject to the provisions of this Agreement. Party A shall not grant such option to any third party other than Party A and
the Designated Persons. Party C hereby acknowledges that it has been informed of the Exclusive Right of Exclusive Stock Option
Purchase granted to Party A by Party B, and has no objection against such grant of option. Person or persons mentioned in this
paragraph or this Agreement shall refer to an individual, company, joint venture, partnership, corporation, trust, or non-profit
organization.


 


1.2
Time and Manner of Exercising the Option


 


Party
A shall exercise its Right of Exclusive Stock Option Purchase as permitted by applicable laws and regulations in China. Party
B agrees that Party A may exercise part or all of the options hereunder at any time upon the execution of this Agreement for an
unlimited number of times until all of such Target Stock Price of Party C are purchased by Party A.


 


1.3
Notice of Exercising the Option


 


Where
Party A wishes to exercise the Right of Exclusive Stock Option Purchase, Party A shall serve Party B a written notice (the “Notice
of Purchase of Target Stock Price”). Such Notice of Purchase of Target Stock Price shall specify: (a) Party A’s determination
of exercising the Option to Purchase stock equity; (b) shares of target stock equities that Party A intends to purchase from each
shareholder of Party B (the “Purchased Target Stock Price”); (c) date of purchase / target stock right transfer (at
least ten business days following the date of notice); (d) name and identity card number / business registration number of the
Designated Persons in the event that such option is exercised by the Designated Persons.


 






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1.4
Purchase Price of Target Stock Price


 


In
the event that the applicable laws and regulations in China require evaluation of the target stock right or imposes other restrictions
on purchase price of the object Target Stock Price at the time when Party A exercises the Right of Exclusive Stock Option Purchase,
or a Certified Tax Agent is consulted, the Parties agrees that the price of the targeted Purchased Equity price (hereinafter referred
to as the “Purchase Price of Target Stock Price”) shall be the lowest price as permitted by the applicable laws or
the most reasonable price as suggested by the Certified Tax Agent.


 


1.5
Transfer of thetarget stock right right


 


Every
time Party A exercises the Right of Exclusive Stock Option Purchase, within ten business days upon receipt of the Notice of Purchase
of Target Stock Price served by Party A in accordance with Paragraph 1.3 hereof,


 


	 	(1)	Party
    A shall instruct Party C to convene immediately a shareholder’s meeting. A resolution on transfer oftarget stock right
    right to Party A or the Designated Persons by Party B shall be approved in such meeting;
	 	(2)	Party
    B shall, as provided by this Agreement and the Notice of Purchase of Target Stock Price, enter into a transfer agreement bearing
    such terms and conditions as in substantial conformity with those of the Transfer of Target Stock Price Agreement in Appendix
    1 hereto;
	 	(3)	All
    related parties shall sign any and all other necessary contracts, agreements or documents, obtain from the government all
    necessary approvals and permits, and take all necessary measures to transfer the valid ownership of the target stock right
    to Party A and/or the Designated Persons without any security interest attached thereto, so as to render Party A and/or the
    Designated Persons the registered owner of the target stock right in industrial and commercial registration. The latest business
    license, articles of association, approval certificate (if any), and other documents issued by or filed with competent authority
    in China reflecting changes in Target Stock Price of Party C, directors and legal representatives, etc. (if any) shall be
    submitted to Party A and/or the Designated Persons. For the purposes of this paragraph and this Agreement, security interests
    includes guarantee, mortgage, rights or interests of third party, any option to purchase, acquire, preempt Target Stock Price,
    right of offset, withhold of ownership or other arrangements for security, or other collateral arrangement. However, it does
    not include the equity pledge of the target company set up by Party B for Party A and the share pledge of the target company
    set up by Party B for a third party with the consent of Party A.


 


1.6
Payment and Disposal of Fund


 


Where
Party A exercises the Right of Exclusive Stock Option Purchase, payment by the Purchase Price of Target Stock Price shall be made
in cash or in such manner as agreed upon by both parties and permitted by provisions of then applicable laws in China.


 


1.
Covenants Relating target stock right


 


2.1
Covenant of Party C


 


Party
C hereby covenants:


 


	 	(1)	not
    to make any supplement, modification or amendment to the articles of association of Party C in any form, increase or decrease
    its registered capital or change the structure of its registered capital in any other manners without prior written consent
    from Party A;



 






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	 	(2)	to
    ensure the business Party C operates is in compliance with laws, regulations, rules and any other administrative rules and
    instructions issued by other competent government authorities, and is not in breach of any of the said laws, regulations or
    rules, which exerts material adverse influence on the business or composition of assets;
	 	 	 
	 	(3)	to
    maintain the corporate existence of Party C, operate its business and handle matters prudently and effectively in accordance
    with good financial and business rules and practices, obtain all necessary permits, licenses or approvals to support the continuous
    operation for Party C to its best efforts, and make sure such permits, licenses or approvals will not be canceled, revoked,
    or declared invalid;
	 	 	 
	 	(4)	to
    sell, transfer, mortgage or otherwise dispose of, or permit any other security interest to be created on any of Party C’s
    assets, business or legal or beneficial interests such as revenue at any time following the execution of this Agreement without
    prior written consent from Party A;
	 	 	 
	 	(5)	to
    create, succeed to, guarantee or permit any liability without prior consent from Party A, except (i) liabilities arising from
    the normal course of business but not arising from loans; and (ii) liabilities disclosed to Party A and approved by Party
    A in writing;
	 	 	 
	 	(6)	to
    operate persistently all of Party C’s business in the normal course of business to maintain the value of Party C’s
    assets, and not to commit any act or omission that would affect its operations and value of assets;
	 	 	 
	 	(7)	to
    enter into any material agreement with value exceeding RMB One Hundred Thousand without prior written consent from Party A,
    except for agreements entered into in Party C’s normal course of business;
	 	 	 
	 	(8)	to
    provide loans or credit to any person without prior written consent from Party A;
	 	 	 
	 	(9)	to
    provide all information relating to Party C’s operations and financial conditions upon the request of Party A;
	 	 	 
	 	(10)	to
    purchase and maintain insurance from the insurance companies accepted by Party A. The amount and type of the insurance shall
    be the same as those of the insurance normally purchased by companies engaged in similar businesses and possessing similar
    properties or assets in the area where Party C is located;
	 	 	 
	 	(11)	not
    to merge or consolidate with, or acquire or invest in, any person without prior written consent from Party A;
	 	 	 
	 	(12)	to
    promptly notify Party A of any existing or threatened litigation, arbitration or administrative proceedings concerning Party
    C’s assets, business or revenue;
	 	 	 
	 	(13)	to
    execute all necessary or appropriate documents, to take all necessary or appropriate measures and to bring all necessary or
    appropriate claims or to make all necessary and appropriate defenses against all claims in order for Party C to maintain the
    ownership over all its assets;
	 	 	 
	 	(14)	not
    to distribute dividends to Party C’s shareholders in any manner without prior written consent from Party A; and
	 	 	 
	 	(15)	to
    strictly follow all the provisions under this Agreement and any other agreements entered into between the Parties collectively
    or individually, to perform all the obligations under such agreements and not to commit any act or omission that would affect
    the validity and enforceability of such agreements.


 






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2.2 Covenant
of Party B




 


Party
B hereby covenants:


 


	 	(1)	not
    to make any supplement, modification or amendment to the articles of association of Party C in any form without prior written
    consent from Party A;
	 	 	 
	 	(2)	not
    to sell, transfer, grant, pledge, or otherwise to allow any third party other than Party A or the Designated Persons to dispose
    of, or create any other security interest on the legal or beneficial interest in the Target Stock Price at any time upon execution
    of this Agreement other than the pledge created on Party B’s Target Stock Price for Party A by Party B without prior
    written consent from Party A;
	 	 	 
	 	(3)	that
    it or its authorized representatives will not approve in the shareholders’ meeting to sell, transfer, grant, pledge
    or otherwise dispose of, of allow any other security interest to be created on the Target Stock Price other than the pledge
    created on Party B’s Target Stock Price for Party A by Party B, without prior written consent from Party A;
	 	 	 
	 	(4)	that
    it or its authorized representatives will not approve Party C in the shareholders’ meeting to (a) merge or consolidate
    with, or acquire or invest in any person; (b) to distribute dividends; or (c) to perform closure, liquidation, or dissolution
    of the company, without prior written consent from Party A;
	 	 	 
	 	(5)	to
    promptly notify Party A of any existing or threatened litigation, arbitration or administrative proceedings concerning assets
    possessed by it;
	 	 	 
	 	(6)	that
    it or its authorized representatives will approve in the shareholders’ meeting the transfer of theTargeted Stock Equity
    Right hereunder;
	 	 	 
	 	(7)	to
    execute all necessary or appropriate documents, to take all necessary or appropriate measures and to bring all necessary or
    appropriate claims or to make all necessary and appropriate defenses against all claims in order for it to maintain the ownership
    over all its Target Stock Price;
	 	 	 
	 	(8)	to
    unconditionally transfer all of Target Stock Price of Party C it holds to Party A or the Designated Persons at any time upon
    request of Party A; and
	 	 	 
	 	(9)	to
    strictly follow all the provisions under this Agreement or any other agreements entered into between the Parties collectively
    or individually, to perform all the obligations under such agreements and not to commit any act or omission that would affect
    the validity and enforceability of such agreements.


 






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3. Representations
and Warranties


 


	3.1	Party A hereby represents and warrants as follows:




 


	 	(1)	has
    the full power and authority to execute and perform this Agreement;
	 	 	 
	 	(2)	Performance
    of this Agreement and obligations hereunder is not in breach of binding laws and regulations and other agreements, and requires
    no approval or authorization from any government department.


 


	3.2	Party B and Party C hereby represent and warrant as
follows:




 


	 	(1)	They
    have the full power and authority to execute and perform this Agreement;
	 	 	 
	 	(2)	Performance
    of this Agreement and obligations hereunder is not in breach of binding laws and regulations and other agreements, and is
    not in need of approval or authorization from any government department.


 


	3.3	As of the execution date of this Agreement and every
Target Stock transfer, Party B and Party C hereby, collectively or individually, represent and warrant to Party A as follows:




 


	 	(1)	They
    has the power and authority to execute and perform this Agreement, and any equity transfer agreement (“Transfer Agreement”)
    to which they are a party for each transfer of the Purchased Equity under this Agreement and to perform their obligations
    under this Agreement and any Transfer Agreement. Once executed, this Agreement and any Transfer Agreement to which they are
    a party will constitute legal, valid and binding obligations of them, and enforceable against them in accordance with the
    provisions thereof;
	 	 	 
	 	(2)	The
    execution, and performance of this Agreement or any Transfer Agreement or the performance of their obligations under this
    Agreement or any Transfer Agreement will not: (i) violate any relevant laws and regulations in China; (ii) conflict with the
    articles of association or other organizational documents; (iii) violate or constitute a default under any contract or instrument
    to which they are a party or that binds upon them; (iv) violate any condition for the grant and/or continued effectiveness
    of any permit or approval granted to them; or (v) cause any permit or approval granted to them to be suspended, canceled or
    attached with additional conditions;
	 	 	 
	 	(3)	Party
    B has good and marketable ownership of the Target Stock Price of Party C held by it, and has not created any security interest,
    liability, rights or liability, or right of recourse of a third party on the said Target Stock Price, except for the pledge
    on the Target Stock Price created for and agreed by Party A;
	 	 	 
	 	(4)	Party
    C has no outstanding liabilities, except (i) liabilities arising in its normal course of business; and (ii) liabilities disclosed
    to Party A and approved by Party A in writing;
	 	 	 
	 	(5)	There
    is currently no existing, pending or threatened litigation, arbitration or administrative proceedings related to the Target
    Stock Price, Party C’s assets or the company.


 






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4. Effectiveness
and Termination of this Agreement


 


	4.1	This
    Agreement shall be effective upon execution by the Parties. Unless terminated earlier in accordance with the provisions of
    this Agreement or related agreements entered into between the Parties, this Agreement shall only be automatically terminated
    upon Party A’s exercise of the Exclusive Purchase of target stock on all of Party C’s Target Stock Price. The
    parties agree and confirm that under no circumstances shall Party B and Party C request the termination of this Agreement
    until all targeted shares have been transferred to Party A.
	 	 
	4.2	Without
    being detrimental to Article 4.1, Party A shall have the right to rescind this Agreement if, after the signing of this Agreement,
    any act of Party B causes damage to the interests of Party C, deterioration of operating conditions, or reduction of net assets,
    as a result of any act of Party B.
	 	 
	4.3	In
the event that the duration of operation (including any extension thereof) of Party A or Party C is expired or terminated for
other reasons within the term set forth in Article 4.1, this Agreement shall be terminated simultaneously.


 


5.
Taxes and Expenses


 


	5.1
    	Any
    and all taxes incurred by the Parties during the performance of this Agreement shall be borne by the Parties respectively.
	 	 
	5.2.
    	Party
    C undertakes to bear any and all expenses arising from transfer of Target Stock Price.


 


6.
Breach of Agreement


 


	6.1
    	In
    the event that Party B or Party C breaches this Agreement or any representation and/or warranty specified herein, Party A
    may serve a written notice to the breaching party, who shall have ten (10) days following receipt of the notice from Party
    A to correct such breach, take measures to avoid negative consequences and thereafter continue to perform this Agreement.
    Should any damage occurs, the breaching party shall compensate Party A for such damage to ensure that Party A gains all the
    rights and interests that should have been obtained through the proper performance of this Agreement.
	 	 
	6.2	In
    the event that Party B or Party C fails to correct its breach within ten (10) days following receipt of the notice as provided
    in Paragraph 6.1, Party A has the right to request the breaching party to indemnify it from all expenses, liabilities or losses
    thus incurred (including but not limited to extra interest payment or losses and legal fees). Meanwhile, Party A has the right
    to transfer the Target Stock Price held by Party B to Party A and/or the Designated Persons by executing the appendix to this
    Agreement—Target Stock Price Transfer Agreement.
	 	 
	6.3
    	Notwithstanding
    any other provisions of this Agreement, the effect of this Article shall not be affected by the suspension or termination
    of this Agreement.


 






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7.
Applicable Law and Dispute Resolution


 


	7.1
    	Applicable
    Law
	 	 
	 	The
    conclusion, validity, interpretation and performance of this Agreement and the settlement of disputes arising from this Agreement
    shall be governed by laws in China.
	 	 
	7.2
    	Manners
    of Dispute Resolution
	 	 
	 	Any
    dispute arising out of the interpretation and performance of this Agreement shall be settled through friendly consultation
    between the Parties hereto. In the event that a dispute fails to be resolved within thirty (30) months following the service
    of a notice to settle it through negotiation by a party to another party, any of the Parties may submit the dispute to the
    China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration
    then in effect. The arbitration shall be carried out in Beijing and the arbitration award shall be final and binding upon
    the Parties. The losing Party shall bear the costs of arbitration, including reasonable legal fees. In the course of the settlement
    of a dispute, the parties shall continue to perform this Agreement in all aspects other than the issue at issue.


 


8.
Liability for the Maintenance of Confidentiality


 


The
Parties acknowledge and confirm that any information concerning this Agreement exchanged between them, orally or in writing, shall
be deemed confidential information. The Parties shall maintain the confidentiality of all such confidential information and may
not disclose to any third party any relevant information without prior consent in writing from other parties. Notwithstanding
the foregoing, confidential information does not include information which (a) is already or will become known by the public (but
not disclosed by the party accepting the same information); (b) is disclosed as required by applicable laws and regulations; or
(c) has to be disclosed to the legal or financial advisors of a party as required by the transaction stated in this Agreement
and such legal or financial advisors shall comply with confidentiality provisions similar to those specified in this paragraph.
Any disclosure of confidential information by staff members of or the institution engaged by any party shall be deemed a disclosure
by such party and therefore such party shall assume liability for the breach under this Agreement. This paragraph shall survive
the termination of this Agreement out of any reason.


 


9.
Notice


 


	9.1
    	Unless
    otherwise expressly agreed in this Agreement, under this Agreement, any notice or other communication given by a Party in
    fulfillment of its rights and obligations under this Agreement shall be in writing and may be sent by registered post by hand,
    Postage by prepaid mail, express express service, email or fax to the parties concerned at the following addresses. During
    the validity of this Agreement, if either party changes the address at any time, This Party shall immediately notify the other
    parties in writing.


 






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Party
A: Professional Diversity Network(China) International Cultural Development Co. Ltd.


Address:
Room 1709, 1710 No.1 Huaqiang Rd. Tianhe District, Guangzhou City Guangdong Province;


 


Party
B: Wang Maoji


Address:
No. 603 5th Floor Jingshudongli West Xueqing Rd. Haidian District Beijing City


 


Wu
Anyong


Address:
#607&609, Jingda Sunshinecity,Qingyuan District, Ji’an City, Jiangxi Province


 


Party
C: Jiangxi PDN Culture Media Co. Ltd.


Address:
#607&609, Jingda Sunshinecity,Qingyuan District, Ji’an City, Jiangxi Province


 


	9.2
    	The
    date on which the notice is deemed to be validly served shall be fixed as follows:


 


	 	(1)	A
    notice delivered in person shall be deemed valid on the same day if served by a special person (including Speedpost, the date
    of receipt shall prevail)
	 	 	 
	 	(2)	A
    notice sent by courier shall be deemed valid for delivery on the third day after it is sent by a qualified courier service
	 	 	 
	 	(3)	If
    the delivery notice by registered mail to the post office shall issue a receipt after the date of the third (3) days is regarded
    as an effective way of delivery letter served by registered letter fifteenth days after the date of receipt shall prevail.
	 	 	 
	 	(4)	Notices
    sent by email or fax shall be deemed valid for delivery on the first working day of the date of transmission.


 


10.
Further Assurances


 


The
Parties agree to promptly execute documents reasonably requisite to the performance of the provisions and the purpose of this
Agreement or documents favorable to it, and to take actions reasonably requisite to the performance of the provisions and the
purpose of this Contract or actions relating to them.


 


11.
Miscellaneous


 


	 	11.1	Amendment,
    Modification and Supplement
	 	 	 
	 	 	Any
    amendment, modification and supplement to this Contract shall not be effective unless agreed to in writing and executed by
    each party.
	 	 	 
	 	11.2	Observance
    of Laws and Regulations
	 	 	 
	 	 	The
    Parties shall observe and cause other parties to fully observe all laws and regulations of the PRC officially published and
    accessible to the public.



 






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	 	11.3	Headings
	 	 	 
	 	 	The
    headings contained in this Agreement are for convenience of reference only and shall not affect the interpretation, explanation
    or in any other way the meaning of the provisions of this Agreement.
	 	 	 
	 	11.4	Language
	 	 	 
	 	 	This
    Agreement is written in Chinese and is executed in four counterparts, with one for each Party of this agreement.
	 	 	 
	 	11.5	Severability
	 	 	 
	 	 	If
    any one or more provisions of this Agreement are judged as invalid, illegal or unenforceable in any way according to any laws
    or regulations, the validity, legality and enforceability of other provisions hereof shall not be affected or impaired in
    any way. All parties shall, through sincere consultation, urge to replace such invalid, illegal or unenforceable provisions
    with valid ones, and the economic effect of such effective provisions shall be as close as possible to the economic effect
    of those invalid, illegal or unenforceable provisions.
	 	 	 
	 	11.6	Successors
	 	 	 
	 	 	This
    Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted
    assignees of such Parties.
	 	 	 
	 	11.7	Survival
	 	 	 
	 	 	Any
    obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement
    shall survive the expiration or early termination thereof.
	 	 	 
	 	 	The
    provisions of Article 6 and Article 8 and this article shall survive the termination of this Agreement.
	 	 	 
	 	11.8	Waivers
	 	 	 
	 	 	Either
    party may abstain on the terms and conditions of this Agreement, provided that it has been made in writing and signed by the
    parties. In certain circumstances, one party has not exercised or delayed the exercise of any of the rights provided for in
    this Agreement in respect of breach of contract by other parties, A waiver made by that party shall not be deemed to have
    waived that right or, in any other case, to have abstained from the other party in respect of a similar breach.



 






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	 	11.9	Entire
    Agreement
	 	 	 
	 	 	The
    Parties hereby acknowledge that this Agreement is a fair and reasonable agreement reached on the basis of equality and mutual
    benefit. This Agreement constitutes the entire agreement between the Parties relating to the subject matter hereof. In the
    event of any discrepancy between this Agreement and previous discussions, consultations and agreements, this Agreement shall
    prevail. Amendments to this Agreement may be made only by a written instrument by the Parties. The appendix to this Agreement
    constitutes an integral part of this Agreement and shall have the same legal effect as this Agreement.
	 	 	 
	 	11.10	Supplementary
    Provisions
	 	 	 
	 	 	Party
    B’s liabilities, undertakings and obligations to Party B under this Agreement shall be several and joint and the Party
    B and members of Party B shall be jointly and severally liable to each other. From Party A’s perspective, a breach committed
    by any member of Party B shall operate as a breach by Party B.
	 	 	 
	 	11.11	Matters
    not Specified in This Agreement
	 	 	 
	 	 	Matters
    not specified in this agreement shall be settled through consultation between the Parties in accordance with laws in China.
	 		(no
text below)


 




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This
page is the signature page of The Right of Exclusive Stock Option Purchase


 


Party
A (stamp): Professional Diversity Network (China) International Cultural Development Co. Ltd.


 


Designated
Representative:


 


Party
B:


 


	Wang
    Maoji 	 	Wu
    Anyong
	 	 	 


 


Party
C(stamp): Jiangxi PDN Culture Media Co. Ltd.


 


Authoritive
representative: :


 



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Appendix 1: Equity Transfer Agreement Format


Target
Stock Price Transfer Agreement


 


This
Target Stock Price Transfer Agreement (hereinafter referred to as this “Agreement”), is entered into among the Parties
hereto (hereinafter referred to as the “Parties”) on XXX , in XXX .


 


Buyer
: PDN (China) International Culture Development Co., Ltd.


Address:
Room 1709, 1710 No.1 Huaqiang Rd. Tianhe District Guangzhou City Guangdong Province


 


Selling
Party (The following are individually and collectively referred to as “Seller” )


 


	 
Shareholder
	 	 
Name
	 	 
Nationality
	 	National Identification Number	 	 
Domicile

	1	 	Wang Maoji	 	Chinese	 	362421197203236814	 	No. 603, 5/F, West Jingshu Dongli, Xueqing Road, Haidian District, Beijing
	2	 	Wu Anyong	 	Chinese	 	362421196805080031	 	No. 8 Jizhou Rd. Dunhou Town Ji’An County Ji’An City Jiangxi
    Province



 


Each
party of the above are called collectively as “Both Parties” and a single party is call “The party”.


 


WHEREAS,


 


	1.	Buyer
    Party is a wholly foreign-owned enterprise legally established and validly existing under the laws of China;
	2.	PDN
    (PDN) Culture Media Co., Ltd is a domestic limited liability company which was established in accordance with Chinese law
    and validly existing (hereinafter referred as “Target Company”) with its registration capital as 10 million RMB.
    The registration address is #607, 609 Jingda Yangguangcheng Qingyuan District Ji”An City Jiangxi Province and the corporate
    legal representative is Mr. Wang Maoji.



 






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	3.	The
    seller is the shareholder of the target company and holds 100% shares of the target company C (hereinafter referred to as
    the “relevant equity”);
	4.	The
    seller is willing to comply with the relevant provisions and the buyer and Target Corp in November 16, 2017 signed a “Exclusive
    Stock Option Agreement”, the buyer and (or) the designated third party to exercise its option when the buyer and (or)
    held by the designated third party seller transfers all or part of the equity of the Target Corp, the buyer and (or) the designated
    third party agreed transferee of the equity (hereinafter referred to as the “equity transfer”).
	5.	The
    shareholders’ meeting of the target company has made a resolution on XX to agree that the seller to sell to the buyer
    the full ownership of the target company held by the seller.


  


NOW,
THEREFORE, IN CONSIDERATION OF the mutual consent through consultation, both parties agree as follows:


 


1.
Target Stock Price Transfer


 


	 	1.1
    	The
    seller agrees to assign to the buyer the terms and conditions agreed upon by the seller in accordance with the notice of purchase
    of Equity, the Exclusive Stock Option Agreement and the terms and conditions of this Agreement, And the buyer agrees that,
    in accordance with the notice of purchase of Equity, the terms and conditions agreed upon in the Agreement for the exclusive
    purchase of Equity, and the terms and conditions agreed upon in this Agreement, the seller Wang Maoji holds 90% and Wu Anyong’s
    equity in the target company of 10% (hereinafter referred to as “Target Equity”). The target equity does not have
    any lien, The limitation of a pledge, mortgage, security interest, third party right or other property right (other than equity
    pledge made by the seller to the buyer for the transfer of shares).


 


2.
Target Stock Price Transfer Funds and the Payment Thereof


 


	 	2.1	The
    buyer party shall pay the Target Stock Price transfer funds to the selling party at the price determined in Paragraph 1.4
    of the Exclusive Stock Purchase Right Agreement in consideration of the Transferred Target Stock Price.
	 	2.2	The
    Buyer Party shall fully pay the Target Stock Price transfer funds to The Selling Party within five (5) business days from
    the date when all necessary procedures for government approvals and registrations concerning the Targeted Stock Transfer have
    been completed.


 






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3.
Special Undertakings


 


	 	3.1
    	The
    seller agrees to the Transfer of Shares under this Article and is willing and will urge the target company to sign such documents
    as may be necessary, including the resolution of the shareholders’ meeting, and other necessary formalities to assist
    in the transfer of shares.
	 	 	 
	 	3.2	The
    Selling Party shall be liable for prompting the Target Company and itself to take all necessary actions jointly and separately,
    including but not limited to the execution of this Agreement, approval of shareholders’ resolutions and amendments to
    the articles of association, to transfer the Targeted Stock Right to The Buyer Party from The Selling Party, and shall take
    the responsibility for obtaining all government approvals and completing business registration and filing procedures within
    ten (10) days upon the service of the Notice of Exercising the Option by The Buyer Party pursuant to the provisions of the
    Exclusive Stock Purchase Agreement in order to turn The Buyer Party into the registered owner of the Targeted Stock Right.
    .


 


4.
Statement and Warranty


 


	 	4.1	The
    Parties respectively state and warrant as follows:


 


	 	(a)	They,
    as duly organized and validly existing enterprises or individuals with full capacity for civil conduct, have the full power
    and capacity to execute and perform this Agreement and other instruments necessary for the realization of the purpose herein.
    Once executed, this Agreement shall constitute legal, valid and binding obligations of them and enforceable against them in
    accordance with the provisions thereof;
	 	 	 
	 	(b)	They
    have taken or intend to take all necessary measures to duly and effectively authorize the execution, delivery and performance
    of this Agreement and all other instruments related to the transaction hereunder without infringement of any related law,
    regulation and government regulation, or the legal rights and interests of any third party;



 






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	 	(c)	The
    performance of this Agreement or the obligations provided herein may not: (i) violate any related laws and regulations in
    China; (ii) conflict with the articles of association or other organizational documents; (iii) violate or constitute a default
    under any agreement or instrument to which they are a party or that binds upon them; (iv) violate any condition for the grant
    and/or continued effectiveness of any permit or approval granted to them; or (v) cause any permit or approval granted to them
    to be suspended, canceled or attached with additional conditions.


 


	 	4.2	The
    Selling Party hereby represent and warrant as follows to The Buyer Party:


 


	 	(a)	The
    Selling Party legally and effectively holds in total 100% of Target Company stock right and the acquisition and holding of
    such Target Stock Right do not violate any laws, regulations and government regulations or infringe the legal rights and interests
    of any third party;
	 	 	 
	 	(b)	Target
    Company, as an enterprise duly organized and validly existing in China in accordance with laws in China, has full legal capacity
    and therefore has the right to own, dispose of and operate its assets and business and carry out the business in progress
    or planned to be conducted. Target Company has obtained all the permits, licenses or other approvals, examinations, filling
    and registration procedures required for conducting all the businesses set out in its business license;



 



    	 	 	 16



    	 	 	 



    

 


	 	(c)	Target
    Company has not violated any related laws, regulations or government regulations since its establishment;
	 	 	 
	 	(d)	The
    Target Stock Right of Target Company that held by The Selling Party is free from security interests or other rights of any
    third party, except for the pledge created on The Selling Party’s Target Stock Price for The Buyer Party;
	 	 	 
	 	(e)	We
    do not withhold any instrument or information that may influence The Buyer Party’s decision on concluding this Agreement
    or that is related to Target Company or its business;
	 	 	 
	 	(f)	Currently,
    there is no existing, pending or threatened litigation, arbitration or administrative proceedings related to the Target Stock
    Price, Target Company’s assets or Party C itself; and


 


Until
the equity transfer is completed, the seller will not authorize or agree in any way to the target company to increase any new
equity other than the target equity, nor will it contribute to the registered capital or shareholder structure of the target company.
Make any form of change.


 


5.
Effectiveness and Validity Period


 


This
Agreement shall be executed and come into effect on the date indicated on the first page of this Agreement.


 


6.
Dispute Resolution


 


When
a dispute related to the interpretation and performance of the provisions herein arise between both Parties, both Parties shall
settle it through bona fide consultation. In the event that the Parties fail to reach an agreement on the settlement of a dispute
within thirty (30) months after a Party requires settling it through negotiation, any of the Parties may submit the dispute to
the China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules of arbitration
then in effect. The arbitration shall be carried out in Chinese in Beijing and the arbitration award shall be final and binding
upon the Parties. The losing Party shall bear the costs of arbitration, including reasonable legal fees. In the course of the
settlement of a dispute, the parties shall continue to perform this Agreement in all aspects other than the issue at issue.


 






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7.
Applicable Law


 


The
conclusion, validity, enforcement of this Agreement shall be governed by laws in China.


 


8.
Modification and Supplement to this Agreement


 


Any
modification and supplement to this Contract may be made through a written instrument by both Parties. Any appendix to this Agreement
constitutes an integral part of this Agreement and shall have the same legal effect as this Agreement.


 


9.
Severability of this Agreement


 


Should
any provision under this Agreement is invalid or unenforceable due to any discrepancy between such provisions and related laws,
such provisions shall only be invalid or unenforceable under governing laws and shall not affect the legal effect of other provisions
herein.


 


10.
Appendix to This Agreement


 


Any
appendix to this Agreement constitutes an integral part of this Agreement and shall have the same legal effect as this Agreement.


 


11.
Miscellaneous


 


	 	11.1	This
    Agreement is written in Chinese and is executed in four counterparts.The Buyer Party, Mr. Wang Maoji and Mr. Wu Anyong each
    held one copy and the target company held one copy.
	 	 	 
	 	11.2	If
    The Buyer Party designates any third party to exercise the option, The Buyer Party mentioned herein shall refer to The Buyer
    Party and (or) the third party it designates.


 


[No
text below on this page]


 






    	 	 	 18



    	 	 	 



    

 



[No
text on this page and this page is the execution page of the Target Stock Price Transfer Agreement.]


 


The
Buyer Party: PDN (China) International Culture Development Co., Ltd.


 


Authorized
representative: ____________


 


The
Selling Party:


 


	Wang
    Maoji	 	Wu
Anyong
	 	 	 


 






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