Exhibit 10.9


 


Factoring Agreement


 


Client: Xiamen Pop Culture Group Co., Ltd.


Main Business Address: Unit 102, 35 Wanghai
Road, Software Park, Siming District, Xiamen City


	Contact: Huang Zhuoqin	Tel: [*]
	Fax: [*]	E-mail: [*]


 


Factoring Bank: Shanghai Pudong Development
Bank Co., Ltd. Xiamen Branch


Main Business Address: 4th Floor, A Haiyi
Building, 666 Xiahe Road, Siming District, Xiamen City


	Contact: Tang Jiyang	Tel: [*]


 


In view of:


 


1. The
customer and the buyer (as defined below) have signed or are about to sign a transaction contract (as defined below) whereby the
customer provides goods or services to the buyer and thus has or is about to form its accounts receivable against the buyer under
the transaction contract; the customer agrees to transfer the said accounts receivable to the factoring bank in the manner agreed
in this agreement, and the factoring bank agrees to assign the relevant accounts receivable and provide relevant factoring services
in accordance with the conditions and manner stipulated in this agreement.


 


2. Customer
and factoring Bank confirm that this Agreement is:


 


☒ Subsidiary
business documents under the financing line agreement No. [/]. After the agreement comes into effect, all its terms shall be
incorporated into the financing Line Agreement and shall be part of it (if the customer has previously signed the financing
line agreement with the factoring bank, this item shall be selected and the number of the financing limit agreement shall be
indicated);


 


þIndependent
business documents signed between the customer and the factoring Bank (if the customer and the factoring bank do not sign the financing
line agreement, this item should be selected)


  


After friendly consultation, the two sides
reached the following agreement.


 


Article 1 Definition


 


1. In
this Agreement, unless the context otherwise provides, the following terms will have the following meanings:


 


(1) Buyer:
refers to the buyer listed in the Application for Assignment of Receivables (see Annex II for format) submitted by the customer;


 






     


     


    

 


(2) Buyer
factor / import factor: a factor that accepts the transfer of accounts receivable by a factoring bank according to the relevant
agreement, which is called the buyer factor in domestic factoring and the import factor in international factoring;


 


(3) Transaction
contract: refers to the purchase and sale contract and / or service contract signed between the buyer and the customer;


 


(4) Accounts
receivable (or accounts receivable claims): refers to the creditor’s rights to the buyer under the transaction contract referred
to in Article 2, paragraph 1, of this Agreement, which are the subject of the assignment;


 


(5) Invoice:
refers to the value-added tax invoice, commercial invoice, business tax invoice or other proof of creditor’s rights that
the customer has issued for the goods or services provided to the buyer;


 


(6) Invoice
date: the date of issue of the invoice indicated on the invoice;


 


(7) Due
date of accounts receivable: refers to the expiration date of accounts receivable as stipulated in the transaction contract or
invoice;


 


(8) Grace
period: refers to a specified period from the maturity date of accounts receivable, except for accelerated maturity, the expiration
date of that period is the maturity date of financing;


 


(9) Factoring
business: refers to the creditor transfers its legally owned accounts receivable to factoring bank as the premise, factoring bank
provides creditors with accounts receivable collection, management, bad debt guarantee and financing in one of the comprehensive
financial services. the creditor/seller (i.e. the customer under this agreement) transfers its legally owned accounts receivable
to the factoring bank, which provides at least one service in the collection, management, bad debt guarantee and financing of accounts
receivable. Among them, factoring business which only provides accounts receivable management and / or accounts receivable collection
service to customers in factoring bank is also called service factoring. Factoring business can be divided into repurchase factoring
business and buyout factoring business;


 


(10) Repurchase
factoring business: when accounts receivable can not be recovered from the buyer at maturity, factoring bank can transfer accounts
receivable to customers, or require customers to unconditionally buy back accounts receivable or return financing principal and
interest factoring services;


 


(11) Buyout
factoring business: when accounts receivable can not be paid off without commercial disputes, the factoring bank shall bear the
risk of bad debts of the approved assigned accounts receivable and approve the payment of factoring services to the customer;


 


(12) Factoring
and forward letter of credit combination business: refers to the customer intends to transfer the relevant accounts receivable
under this agreement to factoring bank, and limited to the available balance of the seller’s financing quota set by factoring
bank for the customer, Factoring business provided by factoring bank for customers and opening forward letter of credit business
combination business;


 


(13) Factoring
and bank acceptance bill combination business: the customer intends to transfer the relevant accounts receivable under this agreement
to the factoring bank and limit the available balance of the seller’s financing quota set by the factoring bank for the customer.
Factoring business provided by factoring bank for customers and the combination of bank acceptance business;


 






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(14) Buyer’s
credit risk: refers to the buyer’s risk of bankruptcy or unreasonable refusal to pay, but does not include the buyer’s
risk of rejection due to commercial disputes or force majeure;


 


(15) Underwriting:
refers to the factoring bank in accordance with the terms agreed with the customer to bear the buyer’s credit risk;


 


(16) Factoring
amount: refers to the amount of factoring bank to bear the buyer’s credit risk;


 


(17) Financing
quota: refers to the amount of financing provided by factoring bank to customers according to the assigned accounts receivable;


 


(18) Invoice
financing ratio: refers to the factoring bank for single invoice financing must not exceed the maximum proportion of the invoice
amount limit;


 


(19) Approval
of payment: under the buy-out factoring business, the factoring bank shall pay the customer the corresponding transfer price of
accounts receivable on the date of approval of payment in accordance with the provisions of this Agreement;


 


(20) Approval
of payment date :90(90) days from the due date of accounts payable;


 


(21) Commercial
disputes: any objection by the buyer to its payment obligations constitutes a commercial dispute, including, but not limited to,
the buyer’s payment to the customer, the customer’s performance defects, etc;


 


(22) Termination:
any event referred to in Article 10, paragraph 2, of this Agreement;


 


(23) Bankruptcy:
in domestic factoring, it shall be defined in accordance with the relevant laws and regulations of China (for the purposes of this
Agreement, excluding the laws and regulations of the Hong Kong Special Administrative Region, the Macao Special Administrative
Region and the Taiwan region); in international factoring, the factoring bank shall jointly determine with the relevant import
factor (if any) of the buyer’s country;


 


(24) Force
Majeure: Force Majeure refers to objective circumstances that can not be foreseen and can not be avoided and can not be overcome,
including but not limited to natural disasters, earthquakes, typhoons, floods, fires, wars, riots, epidemics, plagues, government
actions, strikes, lockouts, power outages, communication failures, network system failures or failures, system failures, equipment
failures, etc. The party in the event of force majeure shall notify the other party as soon as possible after learning of the situation,
and the two parties shall jointly settle the problem through consultation, but the party who encounters the above matter shall
not be liable for breach of contract;


 


(25) Day:
unless otherwise agreed, the date in this Agreement refers only to the actual number of days, not to the business day. Business
day refers to the normal open business day of Shanghai Pudong Development Bank for public business, excluding Saturday, Sunday
(except for foreign business due to holiday adjustment) or other statutory holidays.


 






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Article 2 Transfer of
accounts receivable


 


1. Before
transferring the accounts receivable to the buyer to the factoring bank, the customer shall sign with the factoring bank the return
form of the factoring quota and transaction conditions notice (see annex I) for the factoring bank. For service factoring customers,
the factoring notice (applicable to service factoring) (see annex VI) should be signed with the factoring bank to clarify the transaction
conditions of the buyer’s accounts receivable factoring. Unless otherwise agreed by the parties, the customer shall transfer
to the factoring bank all accounts receivable to the buyer under its confirmed Factoring amount and terms notice and / or Factoring
terms notice (applicable to Service factoring). All accounts receivable to the buyer shall be transferred to the factoring bank.
Customer hereby confirms that in any case, factoring bank has the right to require the customer to sign the notice of assignment
of accounts receivable to the relevant buyer (see Annex III for format) or the Introductory Letter (format is shown in Annex IV).
The factoring bank has the right to require the customer or to notify the buyer of the transfer of the relevant accounts, and the
factoring bank has the right to require the customer to provide the buyer with a written confirmation of the relevant transfer.


 


2. For
the transfer of accounts receivable, the customer shall submit the Application for the transfer of accounts receivable claims to
the factoring Bank (see Annex II for the format). At the same time, the customer shall, in accordance with the requirements of
the factoring bank, submit the original invoice or a copy of the original check, the shipping documents of the relevant goods and
other documents or documents that the factoring bank deems necessary for the customer to submit. Customer’s application for
assignment of accounts receivable is regarded as the transfer offer of specific accounts, and factoring bank does not refuse to
accept the offer within five (5) days.


 


3. By
transferring the relevant accounts receivable, the factoring bank simultaneously assigns the following rights to the related accounts
receivable:


 


(1) Take
all measures permitted by law as a creditor’s right to demand payment of accounts receivable from the buyer;


 


(2) The
right to compromise, extend or settle with the buyer:


 


(3) The
right to transfer accounts receivable again;


 


(4) Endorsement
of the right to transfer negotiable instruments under accounts receivable;


 


(5) The
right to enforce any security, insurance and other contractual arrangements of a security nature or effect relating to accounts
receivable; and


 


(6) All
other rights and remedies related to the accounts receivable as stipulated by law or transaction contract.


  


4. All
transfers under this Agreement are transfers of rights and interests under the transaction contract, and any obligations under
the transaction contract shall not be transferred with the transfer of accounts receivable claims, but shall still be borne by
the customer.


 






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Article 3 Factoring services


 


1. After
the signing of this Agreement, after the Client has transferred its legally owned accounts receivable to the Factoring Bank as
agreed in this Agreement, the Factoring Bank shall provide to the Client at least one of the following services, including collection
of accounts receivable, management of accounts receivable, guarantee of bad debts, factoring financing, as specified in the Factoring
Limit and Conditions Notice and/or Factoring Conditions Notice (applicable to Service Factoring) signed by the Client and the Factoring
Bank:


 


(1) Collection
of accounts receivable: refers to the factoring bank according to the accounts receivable period, active or at the request of customers,
by telephone, correspondence, door-to-door or the use of legal means to collect the buyer;


 


(2) Accounts
receivable management: refers to factoring banks according to customer requirements, regular or irregular to provide them with
accounts receivable recovery, overdue accounts, statements and other financial and statistical statements, to assist them in the
management of accounts receivable;


 


(3) Bad
debt guarantee: after the signing of this agreement, the factoring bank approves the credit line for the customer, and within the
approved amount, provides the agreed approved payment to the buyer’s accounts receivable without commercial disputes;


 


(4) Factoring
financing: refers to the bank financing services provided by factoring banks to customers on the premise of legal and effective
transfer of accounts receivable.


 


2. Under
service factoring, the specific contents of accounts receivable collection and accounts receivable management service provided
by factoring bank to customers are based on the opinion on accounts receivable management and collection service issued by factoring
bank to customers.


 


3. When
the factoring bank provides 1-3services under the above factoring services to the customer in accordance with paragraph
1 of this article, the customer shall pay the factoring bank related expenses, including accounts receivable management fees.


 


Article 4 Statements,guarantees
and commitments


 


1. the customer to make
the following statement and guarantee to factoring Bank, which shall be made at the time of signing this Agreement and shall remain
in force for the duration of this Agreement:


 


(1) The
Client is an enterprise (business) legal person or other economic organization established in accordance with its applicable law,
with independent legal personality, complete financial system and repayment ability, and has the right to conclude and perform
this Agreement according to law.


 






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(2) The
customer has no bad financing record within three years, no bad record in customs, tax, etc., there is no relationship between
the customer and the buyer, and there is no overdue payment between the customer and the buyer. The goods exported / bought and
sold by the customer are not prohibited by the state.


 


(3) Customer
has the right to sign this Agreement and has completed all authorizations and approvals required by the shareholders’ meeting,
the board of directors or other competent bodies to sign this Agreement and perform their obligations under this Agreement. The
terms of this Agreement are the true intention of the customer and are legally binding on the customer.


 


(4) The
signing and performance of this Agreement shall not violate the laws to be observed by the customer (the laws under this Agreement
include the laws, regulations, local regulations, judicial interpretations, etc.), the relevant documents, judgments, awards of
the competent authority, and shall not conflict with the articles of association of the customer or any contract, agreement or
any other obligation it has signed.


 


(5) In
the process of signing and performing this Agreement, the customer shall abide by the principle of honesty and trustworthiness,
and all information, documents, information (including but not limited to business licenses, transaction contracts, financial statements,
etc.) provided to the factoring bank including itself, the guarantor shall be true, valid, accurate, complete and without any concealment
or omission, and shall ensure that all financial statements (if any) issued by the customer comply with the provisions of the applicable
law. The statements reflect the financial situation of the customer in a true, complete and fair manner.


 


(6) guarantee
the completion of the required filing, registration or other formalities for the validity and lawful performance of this Agreement.


 


(7) Since
the issuance of the most recent audited financial statements, there have been no significant adverse changes in the operating and
financial position of the clients.


 


(8) In
business activities, strictly abide by the provisions of the law, strictly in accordance with the provisions of the customer’s
business license or the scope of business approved in accordance with the law to carry out all kinds of business, on time to go
through the registration and annual inspection procedures, production and operation legal, compliance, with the ability to continue
to operate, have a legal source of repayment.


 


(9) Do
not give up any due claims, nor dispose of existing major property free of charge or otherwise inappropriate.


 


(10) The
Factoring Bank has been disclosed to the Factoring Bank what it knows or should know about the Factoring Bank’s decision
whether to provide factoring business under this Agreement.


 


(11) Good
credit condition, no major bad record, no suspected money laundering risk, terrorist financing and other illegal activities.


 


(12) There
are no other circumstances or events that have or may have a significant adverse impact on the performance capacity of the customer.


 


(13) For
repurchase factoring business, related accounts receivable will be paid unconditionally and in full by the buyer on the due date.


 






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(14) All
transferred receivables shall:


 


		1	Legal, true, valid, clear
and flawless ownership may be enforced against the relevant buyer in accordance with the law or contract;



 


		2	There are no commercial
disputes that have occurred or are potential:



 


		3	There are no transfer restrictions;



 


		4	There is no pledge or other
priority right for any third party, and the buyer or any third party can not claim any right in respect of the receivable, including
but not limited to claims, security rights, rights of set-off and other rights;





 


		5	There is no other debt
burden not known to factoring banks;



 


		6	Does not belong to the
overdue account or the reorganization account;



 


		7	There are no prior assignment
arrangements for receivables;



 


		8	There is no violation of
China’s relevant foreign exchange regulations;



 


		9	Counterparty countries
/ regions are not international or other countries sanction countries / regions.



 


2. The
client promised the factoring bank:


 


(1) Account
opening: factoring Bank will open factoring account for customers to receive buyer’s payment under related accounts receivable.
The customer shall ensure that the account has been informed to the relevant buyer.


 


(2) Information
commitment: at the request of factoring bank from time to time, the customer shall provide the financial statements required by
factoring bank, including annual, quarterly or monthly reports.


 


(3) Authorization:
The Customer shall process, obtain and comply with all approvals, authorizations, registrations, permits required by its applicable
law and maintain their validity to enable it to legally sign and perform its obligations under this Agreement.


 


(4) Transaction
contract change: the customer shall not enter into any agreement with the buyer to change the transaction contract or payment terms
without the prior written consent of the factoring bank after the transfer of the relevant accounts receivable to the factoring
bank and before it is transferred back to the customer in accordance with the provisions of this Agreement; No discount, rebate,
or other similar concession or deduction arrangements shall be accepted by the buyer for the related accounts receivable.


 


(5) Refactoring
or transfer or creation of other rights: no factoring agreement or any other right in respect of accounts receivable already transferred
to factoring banks under this Agreement shall be signed with any third party.


 


(6) Customer
confirmation, service factoring for repurchase factoring. Under service factoring, if the buyer fails to perform its payment obligations
on the 31st day after the due date of the accounts receivable, All the receivables are counter-transferred to the customer (see
Annex VII for the form of the counter-transfer notice). The factoring Bank’s obligation to provide accounts receivable management
and collection services under this Agreement terminates.


 


(7) During
the term of factoring financing under this Agreement, the customer shall not terminate the unexpired transaction contract with
the buyer without the written consent of the factoring Bank.


 






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(8) If
the customer of this Agreement is a group customer, the customer shall report in time the actual fiduciary net assets of more than
10% related party transactions, including the related relationship between the parties to the transaction :2 transaction items
and the nature of the transaction .4 pricing policy (including transactions with no or only symbolic amount).


 


(9) With
regard to the agreement on anti-money laundering, customers confirm and agree that factoring banks shall have the right to carry
out money laundering risk assessments of transactions covered under this Agreement in accordance with applicable anti-money laundering
laws and regulations and internal management requirements, and that factoring banks have reasonable grounds to suspect that customers
and/or transactions under this Agreement are suspected of participating in illegal activities such as money laundering, terrorist
financing or (weapons of mass destruction) financing, or tax evasion, as recognized by the United Nations Security Council, the
Financial Action Task Force on Money Laundering, China, the United States, the European Union and other international organizations
or countries, Factoring Bank has the right to take necessary control measures in accordance with the regulations of the people’s
Bank of China on anti-money laundering. At the same time, factoring Bank has the right to directly restrict or suspend all or part
of its business under this Agreement without notice to its customers, to declare that factoring financing expires in advance, to
terminate this Agreement, and to require customers to bear all losses caused to factoring Bank as a result.


 


(10) Customer
consent and irrevocable authorization: factoring Bank, subject to the prohibition of the regulations on the Administration of Credit
Information Industry and the relevant laws and regulations, shall have the right to provide the basic database of financial credit
information established by the State with information on all contracts / agreements / commitments signed by the customer and factoring
Bank, including the performance information related to all contracts / agreements / commitments mentioned above, as well as the
basic enterprise information and other information provided by the customer, to the financial credit information base database
established by the State for the inspection and use of units with qualifications; At the same time, factoring banks have the right
to inquire and use any information about customers that has been entered into the basic database of financial credit information
set up by the state. This authorization covers all aspects of the necessary business management of the factoring bank under this
Agreement before and after the signing of this Agreement, and the validity period shall expire with the actual termination of this
Agreement.


 


(11) The
customer guarantees that it has disclosed to the factoring bank all facts and information related to the transaction contract,
accounts receivable or which may affect the transfer of accounts receivable by the factoring bank, and that there is no malicious
collusion or falsehood, otherwise, the customer shall be liable for any loss (including direct and indirect losses) and adverse
effects caused to the factoring bank.


 


(12) Customers
hereby confirm that they are fully aware of and aware of the position of factoring bank against its employees seeking any form
of benefit by taking advantage of their position, and undertake to avoid such circumstances on the basis of the principle of integrity
and fairness, and not to provide any form of rebates, gifts, securities, valuables, various rewards, private expense compensation,
private travel, high consumption entertainment and other improper benefits to employees of factoring bank.


 






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Article 5 Quota and Exchange


 


1. Factoring quota:
factoring quota is divided into circular and non-circular quota. For the circulating factoring amount, without affecting the other
risk bearing restrictions stipulated in this Agreement, the factoring bank shall underwrite the accounts transferred by the factoring
bank in accordance with the limits of the factoring amount (including the limitation of proportion or amount). Accounts receivable
beyond the scope of insurance are automatically converted to accounts receivable within the scope of insurance after payment by
the buyer. factoring bank may cancel, freeze or adjust the factoring amount at any time. from the date the factoring bank notifies
the customer, for the accounts receivable subsequently transferred by the customer, the factoring bank shall bear the buyer’s
risk according to the adjusted amount, but for the previously assigned accounts receivable, the factoring bank will still bear
the risk according to the original amount.


 


2. Financing
quota: financing quota is divided into circular and non-circular quota. For the amount of circular financing, the customer can
use the usable amount once or in instalments, and the factoring bank’s own financing amount occupies the amount of financing,
which is restored after the repayment of the financing amount and is included in the amount of financing that can be used. Factoring
banks may cancel, freeze or adjust the amount of financing at any time. If the financing balance of the relevant invoice exceeds
the usable amount due to the cancellation, freezing or adjustment of the financing amount, the customer shall immediately repay
the principal and interest of the excess part of the financing balance.


 


3. Exchange
rate conversion. If the balance of financing under this Agreement exceeds the amount available at any time due to exchange rate
changes, factoring Bank shall have the right to require the customer to immediately repay the excess. If the customer’s repayment
(including authorized repayment) currency is inconsistent with the financing currency, factoring bank has the right to purchase
and repay foreign exchange at the relevant exchange rate determined by itself, and the exchange rate risk shall be borne by the
customer himself.


 


Article 6 Risk Assumption


 


1. For
repurchase factoring business, factoring bank does not bear any risks such as any credit risk, commercial dispute risk and force
majeure risk of the buyer. For factoring bank to provide financing to customers, the customer shall unconditionally bear the due
repayment obligations of related financing principal and interest and expenses. The customer hereby confirms that whether or not
the factoring bank transfers the accounts receivable again in accordance with the provisions of this Agreement, and in the case
of the factoring bank having the accounts receivable, It does not affect the factoring bank’s counter-transfer of accounts
receivable to the customer in accordance with the provisions of this Agreement.


 






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2. For
buyout factoring business, factoring bank shall bear the buyer’s credit risk in accordance with the following provisions:


 


(1)Unless
otherwise provided in this Agreement, the factoring bank shall pay to the customer the transfer price of the relevant accounts
receivable within ninetieth (90) days from the date of the buyer’s bankruptcy, and the factoring bank shall have the right
to deduct the amount of the non-risk portion of the relevant accounts receivable, the factoring fee (if not collected) charged
by the factoring bank for the relevant accounts receivable, the principal and interest of the financing provided and not paid by
the factoring bank in accordance with Article 7 of this Agreement, and other deductions and offsets that all factoring banks are
entitled to make.


 


(2)Subject
to other restrictive provisions of this agreement regarding factoring banks’ risk-taking, if the buyer fails to pay all or
part of the accounts receivable that the factoring bank has assumed risks before the end of the approved payment date, the factoring
bank shall approve On the payment date, pay the customer the transferable price of the relevant accounts receivable, and the factoring
bank has the right to first deduct the amount of the relevant accounts receivable that the factoring bank does not bear the risk,
and the factoring bank should collect the relevant accounts receivable Factoring fees (if not yet collected), the financing principal
and interest that the factoring bank has provided and has not been repaid in accordance with Article 7 of this agreement, and other
deductions and offsets that all factoring banks are entitled to make.


 


(3)After
the factoring bank cancels the factoring amount of the equivalent amount of accounts receivable, the payment to all buyers of the
customers received by the factoring bank shall be preferentially offset against the balance of the risk borne by the factoring
bank and used to repay the financing of the factoring bank.


 


3. For
accounts receivable that the customer has transferred to the factoring bank, but the factoring bank does not bear the risk under
this Agreement, the payment received by the buyer shall be credited to the customer settlement account as the transfer price within
three (3) days.


 






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4. Factoring
Bank may transfer its assigned accounts receivable to a third party transferee, including, but not limited to, the buyer’s
factor or import factor, on such terms and conditions as it deems appropriate, and shall be insured or collected by that third
party. The third party underwriting or collection shall not affect the liability of the factoring bank to the customer under this
Agreement, and any payment made by the buyer to the third party transferee shall not be deemed to have been paid by the factoring
bank unless it has been duly recorded by the factoring bank. In this context:


 


(1)Customer
shall comply with and enforce some additional requirements, obligations and procedures as required by the third-party accounts
transferee and notified from time to time by the factoring bank, including, but not limited to, the Notice of Assignment of Receivables
or Introductory Letter, signed to the Buyer in accordance with the requirements of the factoring bank for the transfer of the relevant
accounts to the transferee and the endorsement of the terms and events of the transfer on the surface of the invoice as required
by the factoring bank;


 


(2)The
factoring bank has the right to decide whether to make all or part of the same deductions and offsets in the accounts receivable
between the third party and the customer, whether the offsets or deductions are made against the customer, the buyer or the factoring
bank.


 


5. In
the case of a buyer’s factor or import factor, if the buyer’s factor or import factor approved the underwriting of
the accounts receivable, if the account receivable is not within ninety (90) days after the due date After receiving the notice
of dispute, but not receiving the notice of payment from the buyer, the customer can choose:


 


(1)On
the expiration date of ninety(90) days after the expiration date of accounts receivable (this paragraph is referred to as “expiry
date”), the corresponding financing amount shall be repaid to factoring bank. If the customer fails to repay the above financing
amount in full, the outstanding part shall be regarded as overdue loan from the expiration date. If the factoring bank receives
the payment approved by the buyer’s factor or import factor after the expiry date, the payment shall first be used to pay
off the overdue principal and interest of the financing;


 


(2)The
factoring bank shall not return the financing amount of the factoring bank and continue to bear interest in accordance with the
factoring financing Agreement; if the factoring bank is liable for payment in accordance with the agreement, the principal and
interest of the financing shall be deducted from the price paid to the customer on the date of approval of payment.


 


Article 7 Financing


 


1. Under this Agreement,
the customer may, on the basis of repurchase factoring (except service factoring) or buyout factoring, Apply to factoring bank
for the issuance of financing funds or finance by factoring bank opening a forward letter of credit (i.e. factoring and forward
letter of credit combination) or bank acceptance bill (i.e. factoring and bank acceptance bill combination) and comply with Article
8 of this Agreement.


 


2. Issuance
of financing: before the due date of the relevant accounts receivable, the customer may apply to the factoring bank for issuance
of financing in accordance with the signed notice of factoring quota and transaction conditions and the factoring financing Agreement.


 


3. Financing
ratio: factoring bank has invoice financing ratio requirements, for single invoice financing can not exceed invoice financing ratio.


 






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4. Factoring
and forward letter of credit combination business: before the expiration date of the relevant accounts receivable that the customer
has transferred to factoring bank, the customer may, in accordance with the “seller’s financing quota” approved
by factoring bank’s notice of factoring quota and transaction conditions, require factoring bank to provide financing in
the form of a forward letter of credit. The customer shall submit a portfolio business application form to factoring bank, which
shall open a forward letter of credit for the customer in accordance with the relevant provisions of the opening of a forward letter
of credit business.


 


5. Factoring
and bank acceptance bill combination business: before the expiration date of the relevant accounts receivable transferred by the
customer to the factoring bank, for the accounts receivable that has not yet been paid by the buyer, The customer may require the
factoring bank to finance the account in the form of a bank acceptance bill in accordance with the relevant provisions of the bank
acceptance bill.


 


6. Portfolio
business application: after the application form submitted by the customer has been examined and confirmed by the factoring bank,
the customer shall, in accordance with the relevant requirements of the factoring bank for the opening of a forward letter of credit
or acceptance of a bill of exchange, apply for the opening of a forward letter of credit or a bank acceptance of a bill of exchange.


 


7. Portfolio business
exposure ratio: under this Agreement, Factoring Bank’s exposure to forward letters of credit or bank acceptance drafts for
customers shall not exceed the proportion of outstanding amounts of relevant qualified accounts receivable transferred by customers
to factoring banks as agreed by both parties in the Factoring quota and terms of Exchange Notification. In case of exchange rate
conversion, factoring Bank shall have the right to convert at its own rate, where the customer confirms that it bears the corresponding
exchange rate risk. At the same time, both parties confirm that the total amount of the factoring bank’s open letter of
credit or bank acceptance for the customer in accordance with this agreement does not exceed the “seller’s financing
limit” approved by the factoring bank in this agreement minus the amount that the factoring bank has paid The maximum balance
after the factoring financing amount issued by the customer. The factoring bank has the right to independently determine the amount
of issuance or invoicing and the specific exposure ratio.


 


8. Portfolio business transfer notice: the
customer shall send the account receivable transfer notice to the buyer or Introductory Letter, notify the buyer to transfer the
due accounts receivable funds into the factoring account designated by the factoring bank according to the payment path provided
by the account receivable transfer notice or Introductory Letter when the accounts receivable is due.


 






    Page 12


     


    

 


Article 8. Buyer’s
payment


 


1. Factoring
banks have the independent and exclusive right to collect and execute the accounts receivable of their assigned customers against
the buyer, unless the factoring bank requests, the customer shall not intervene or attempt to collect the relevant accounts receivable.


 


2. Under
the term letter of credit or bank acceptance bill combination business, the buyer’s payment and related payment received
by factoring bank for its assigned accounts receivable will be directly used for external payment when the letter of credit or
bank acceptance bill expires. Customers will actively cooperate with factoring Bank to sign relevant agreements and implement relevant
procedures according to factoring Bank requirements.


 


3. The
customer shall immediately notify the factoring bank in writing and return the payment to the factoring bank and assist the factoring
bank in contacting the buyer to avoid the recurrence of such payments. The customer shall not endorse or otherwise handle the related
payment without authorization, but shall not include the endorsement of the bill to the factoring bank or the person designated
by the factoring bank. Before the customer returns the relevant payment to the factoring bank ,(1) for the related payment, the
customer is only entrusted by the factoring bank to hold the trust and will endorse the relevant bill in accordance with the instructions
of the factoring bank ,(2) the factoring bank has the right to take measures as appropriate, including but not limited to requiring
the customer to pay off the relevant factoring charges, return the principal and interest of the factoring bank financing, make
up the margin under the forward letter of credit / bank acceptance bill, suspend the subsequent financing issuance, cancel the
financing quota, etc.


 


4. The
Client and Factoring Bank hereby agree that the Buyer’s payment shall be made in accordance with the following rules:


 


(1)Factoring
bank may use the relevant amount in accordance with the remittance instructions for the buyer’s payment under the assigned
accounts receivable received by the factoring bank, but if the buyer does not have clear instructions on its payment, Factoring
bank has the right to decide on its own to repay the accounts receivable in accordance with the principle of first due and first
repay, or to use the related payment first to pay the accounts receivable at its risk.


 


(2)If
the factoring bank has handled factoring financing for the customer, the factoring bank shall have the right to repay the outstanding
balance of financing principal and interest of the customer immediately before the transfer price as accounts receivable is credited
to the customer’s account. The remaining factoring bank has the right to choose to repay outstanding expenses and financing
principal and interest under other accounts receivable.


 






    Page 13


     


    

 


Article 9. Proof of debt


 


Factoring Bank maintains
a set of accounting accounts and vouchers and data related to the business activities covered by this Agreement on its accounting
books and its factoring systems in accordance with its consistent business operating standards to prove the financing payments
and interest of Factoring Bank, record buyer’s payments, etc. The valid certificate of the customer’s recognition of
the financing creditor’s rights under this Agreement shall be the accounting certificate or other valid proof material issued
and recorded by the factoring bank in accordance with its own business regulations.


 


Article 10 Obligation
to pay and default


 


1. Transaction
contract disputes under factoring (except service factoring): during the period between the transfer of the relevant accounts receivable
to the factoring bank and 180(180) days after the expiration of the accounts receivable, The customer and the buyer may dispute
the transaction contract through the factoring bank or the buyer’s factor or the import factor (if any) and deal with it
in accordance with the following rules:


 


(1) If the factoring bank receives notice
of dispute from the buyer’s factor or import factor, it shall issue and serve the notice of factoring dispute to the customer,
which shall be stamped and signed by the customer;


 


(2) The customer shall, within five (5)
business days after the receipt of the Factoring Dispute Notice, return to the factoring bank all outstanding financing
principal and interest and related factoring fees;


 


(3) If the customer fails to pay off in
full within five (5) business days after receipt of the Factoring Dispute Notice, the Factoring Bank shall, from the sixth
(6) business day onwards, have the right to withhold the above amount directly from the account opened by the customer at the
Factoring Bank (the date of deduction is referred to as the “withholding date “); if the balance of the customer
account is not sufficient to pay off in full, the Factoring Bank shall notify the customer in writing and require him to pay
the above amount and pay the penalty interest at the specified date;


 


(4) If the customer receives the notice
of dispute within 180(180) days after the due date of the accounts receivable, the customer shall return the approved payment
to the factoring bank in advance upon the request of the factoring bank; if the customer fails to refund the account to the
factoring bank on time, the factoring bank shall have the right to claim and calculate the penalty interest from the customer
at the expense of the customer;


 


(5) In the buy-out factoring business,
if the transaction contract dispute occurs before the approved payment date of the factoring bank and can not be resolved,
the customer shall repurchase the relevant accounts receivable from the factoring bank before the approved payment date.


 






    Page 14


     


    

 


2. Termination:


 


(1) Under factoring
(except for service factoring), the factoring bank has the right to declare the financing due in advance and the customer shall
immediately repay the principal and interest of the financing; if the factoring bank has opened a forward letter of credit and
/ or a bank acceptance draft for the customer, the factoring bank has the right to require the customer to immediately make up
the margin under the forward letter of credit / bank acceptance bill:


 


1Customer’s
failure to comply with all statements, undertakings or commitments made in this Agreement;


 


2Customer’s
failure to fulfill its obligations under this Agreement, there is any breach of contract under the transaction contract; for any
applicable legal reasons, the customer’s transfer to factoring bank is invalid or not established;


 


3Customer
has any overdue payments under this Agreement or the Factoring Financing Agreement;


 


4Any
breach by the customer of any obligations to the buyer arising from the transaction contract;


 


5Before
the due date of the accounts receivable, the buyer pays the related accounts directly to the customer, and the customer fails to
inform the factoring bank or return the relevant money to the factoring bank in time;


 


6The
discount offered by the buyer in accordance with the agreement of the transaction contract, including but not limited to the grace
period, is accepted by the customer because the price difference discount proposed by the buyer after the price is determined,
in which case the customer shall obtain the prior written consent of the factoring bank and pay the agreed price difference to
the factoring bank first and use it to repay the principal and interest of the financing in advance;


 


7Changes
in the applicable law of this Agreement make the transfer under this Agreement illegal, or due to the policies and orders of regulatory
bodies such as China or the people’s Bank of China, Factoring Bank is unable to exercise or perform any of its rights or
obligations under this Agreement;


 


8(a)
Factoring Bank has failed to obtain payment as a result of a court suspension, suspension, freezing or other judicial order of
the same or similar function;


 


9Customer
fraud, or transfer to factoring bank accounts receivable is not due to legitimate transactions of qualified accounts receivable,
or transfer to factoring bank accounts receivable invalid or false;


 


10For
any reason, including but not limited to foreign policy, factoring bank failed to receive the relevant payment from the buyer;


 


11Other
circumstances that are determined by factoring banks to cause or may cause losses to factoring banks.


 


(2) Under service factoring,
if the buyer fails to meet its payment obligations on the 31st day after the due date of the accounts receivable, the factoring
bank’s obligation to provide accounts receivable management and/or collection services under this Agreement terminates.


 


Factoring Bank may terminate
this Agreement at any time after any of the above termination events. The customer shall compensate the factoring bank for all
losses caused by the termination.


 


3. Customer’s
obligation to pay: if the termination occurs, the customer should pay the relevant amount immediately. If the customer fails to
pay the relevant amount and interest on time, the relevant factoring financing balance will expire in advance.


 






    Page 15


     


    

 


4. Overdue
penalty interest: the customer shall pay the overdue penalty interest to the factoring bank in accordance with the overdue penalty
rate stipulated in the factoring financing Agreement for any outstanding payments under this Agreement, including, but not limited
to, the principal and interest of financing, the administrative expenses of accounts receivable, etc.


 


5. Return
of creditor’s rights: after the customer has fully fulfilled its repayment obligations (including advance payment) as agreed
in this Agreement, Factoring Bank may, at the request of the customer, transfer its rights to the buyer in respect of the relevant
accounts receivable back to the customer, including notifying the buyer.


 


6. If,
for any reason, factoring bank fails to receive full payment on the due date of accounts receivable, for the forward letter of
credit and / or bank acceptance bill already opened by factoring bank, The customer shall make up the deposit under the forward
letter of credit / bank acceptance bill to 100% or pay the relevant amount unconditionally ten (10) days before the due date of
the forward letter of credit / bank acceptance bill. The customer undertakes to waive all defences.


 


7. The
customer hereby authorizes the factoring bank to use the money (regardless of currency) opened by the customer in any account of
any branch of Shanghai Pudong Development Bank on behalf of the customer in order to pay the debt. This authorization is irrevocable.
In case of exchange rate conversion, the factoring bank shall convert the exchange rate at its own rate and the exchange rate risk
shall be borne by the customer.


 


8. If
the customer of this Agreement is a group customer, the actual recipient shall be deemed to be in breach of contract under this
Agreement, and the factoring bank shall have the right to unilaterally decide to cancel the unused credit of the customer and withdraw
part or all of the used credit or require the customer to add 100% margin :(1) providing false materials or concealing important
operating financial facts ;(2) changing the original purpose of credit without the consent of the factoring bank, misappropriating
credit or using bank credit to engage in illegal or illegal transactions; Taking advantage of a false contract with a related party
to obtain bank funds or credit by discounting or pledge of debt receivable, such as notes receivable and accounts receivable without
actual trade background; refusing to accept the supervision and inspection of the use of credit funds and related financial activities
by factoring banks; major mergers, acquisitions and reorganization, etc., which factoring banks consider may affect the security
of credit granting; and intentionally evading bank claims through related transactions.


 






    Page 16


     


    

 


Article 11 Law Application
and Dispute Resolution


 


1. Applicable
law


 


This Agreement shall
apply and be interpreted in accordance with the laws of the People’s Republic of China (excluding the laws of the Hong Kong
Special Administrative Region, the Macao Special Administrative Region and the Taiwan Region) for the purposes of this Agreement.


 


The outstanding matters
of factoring business under this Agreement may be governed by the existing rules of the General Principles of International factoring
(GENERAL RULES FOR INTERNATIONAL FACTORING), edifactoring, com Rules, etc. FCI and their revision from time to time, as well as
the rules relating to factoring business in the interim measures for the Management of factoring Business of Commercial Banks (including
valid changes made from time to time) promulgated by the CBRC.


 


2. Dispute
resolution


 


All disputes concerning
this Agreement shall be settled through friendly negotiation; if not, a lawsuit shall be brought to the people’s Court of
the place where the factoring Bank is domiciled. During the dispute, the parties shall continue to perform the outstanding terms.


 


Article 12 Entry into
force and other


 


1. This
Agreement shall enter into force with the signature (or seal) of the legal representative of the customer or his authorized agent
and with the official seal, and the signature (or seal) of the legal representative (person in charge) or his authorized agent
of the factoring bank and the official seal (or special seal of the contract) of the customer.


 


This Agreement shall
remain in force after its entry into force unless it is cancelled or terminated in accordance with the provisions of this Agreement.
Either party may terminate this Agreement by notifying the other party in writing at least 60(60) days in advance, provided that
the customer unilaterally proposes to terminate this Agreement only with the written consent of the factoring Bank. After the termination
of the Agreement, the responsibilities or obligations of either party under this Agreement shall continue to be bound by this Agreement;
the termination of the Agreement shall not affect the rights and obligations of either party under this Agreement before the date
of termination.


 


2. The
invalidity of one provision of this Agreement shall not affect the validity of other provisions of this Agreement. For any reason,
the customer shall be liable for the repayment of all debts owed to the factoring bank under this Agreement. In the event of the
above, factoring Bank shall have the right to terminate the execution of this Agreement immediately and may immediately recover
from the customer all debts owed by the borrower’s customer under this Agreement.


 


3. During
the validity of this Agreement, any breach or other act by the factoring Bank shall not prejudice, affect or restrict all rights
or interests of the factoring Bank as a creditor under the law or this Agreement, nor shall it be regarded as a recognition by
the factoring Bank of the breach of this Agreement by the customer, nor shall it be regarded as a waiver by the factoring Bank
of the right to take action against the customer’s existing or future breach.


 






    Page 17


     


    

 


4. Factoring
Bank may assign all or part of its rights and / or obligations under this Agreement, and in this case, the transferee shall have
and / or undertake the same rights and / or obligations as it should have as a party to this Agreement. The customer shall be liable
to the transferee as agreed in this Agreement after receiving the notice of the factoring Bank on the transfer of the creditor’s
rights.


 


5. The
customer confirms that the address listed on the front page of this Agreement and the delivery information such as fax and e-mail
are valid mailing or e-mail addresses. Legal documents, such as notices and other documents under this Agreement, as well as letters,
summonses, notices and other legal documents issued in the course of any proceedings arising under this Agreement (including any
proceedings and enforcement proceedings, such as first instance, second instance and retrial), shall be deemed to be served as
long as they are sent by mail or by electronic service, such as fax, e-mail, to the mailing or e-service address specified on the
signing page of this Agreement, and the specific date of service shall be governed by the provisions of the Civil Procedure Law
on the date of service. The change of the above mailing or electronic service address shall not have legal effect without prior
notice to the factoring bank, and the service address confirmed in this Agreement shall still be regarded as a valid service address.


 


6. All
Factoring Quota and Conditions Notice or Factoring Conditions Notice (Applicable to Service Factoring), Factoring Financing Agreement,
Application Documents, etc., confirmed or signed by Customer and Factoring Bank in accordance with the Form of Factoring Bank,
shall be an integral part of this Agreement and shall take effect on the date of its issuance.


 


7. Unless
otherwise specified in this Agreement, the terms and expressions in the annex to this Agreement have the same meaning as this Agreement.


 


8.The title under
this Agreement is for convenience only and does not serve as the basis for the content under this heading.


 


9. This
agreement is made in two originals, of which the factoring bank holds one copy, the customer holds one copy, and each copy has
the same legal effect.


 


Article 13 Other agreed
terms


 


None


 


(Signature page follows)


  




    Page 18


     


    

 


Factoring
Agreement


 


(This page is a signature
page, no text)


 


This Agreement is
signed by the following parties on June 24, 2020. Customer confirms that at the time of signing this Agreement, both parties.


 


All the terms have been explained and discussed in detail, and both parties have no doubt about all the terms of the agreement
and have regard to the parties.


  


	Customer	 	Shanghai Pudong Development Bank Co., Ltd.
		 	Xiamen Branch
	 	 	 
	(Seal)	/s/ Xiamen Pop Culture Group Co., Ltd	 	(Seal)	/s/ Shanghai Pudong Development Bank Co., Ltd. 
		 	 	 	Xiamen Branch


 


	Legal representative or authorized agent (signature or seal)	 	
        Legal representative / person
in charge or authorized agent (signature or seal) 

	 	 	 
	/s/ Zhuoqin Huang	 	/s/ Zhong Fu


 






    Page 19


     


    

 





Annex II:



No .36052020280063-2



 


Notice of assignment of receivables


(for double factoring)


 


To: Xiamen Many Idea
Interactive Co., Ltd. [ Buyer’s Name]


 


To Whom It May Concern:


 


1.We hereby inform
you that we have signed a Factoring Agreement (hereinafter referred to as “factoring Agreement “) with Xiamen Branch
of Shanghai Pudong Development Bank Co., Ltd .(hereinafter referred to as” seller Pudong Development Bank “). The accounts
receivable claims mentioned in item 2 below and all rights arising from the accounts receivable claims have been transferred to
the seller factoring bank. At the same time, the seller factoring bank has requested the Xiamen Branch of Shanghai Pudong Development
Bank Co., Ltd .(hereinafter referred to as “buyer factoring Bank “) to approve the buyer’s underwriting amount
for your company, so as to provide the buyer factoring service to the seller factoring bank for the guarantee of bad debts, and
the seller factoring bank has transferred the following account receivable claims transferred from the company to the buyer factoring
bank.


 


2.In accordance
with the factoring agreement and the agreement between the seller’s factoring bank and the buyer’s factoring bank,
the following accounts receivable claims of our company to your company under the transaction contract signed by our company have
been transferred to the buyer’s factoring bank. The buyer’s factoring bank has become a creditor of the following accounts
receivable claims.


 


☐
all accounts receivable claims to your company now and in the future.


 


☐ the following claims
on your accounts receivable:


 


	Serial number	 	Invoice number	 	Billing date	 	Name of note	 	Date of shipment	 	Due date	 	Amount invoiced	 	Description of shipment	 	Shipping Documents and Numbers
	1	 	
        09577826-0

        9577840
	 	2020/05/29	 	VAT special invoice	 	2020/05/29	 	2021/05/29	 	1.42 million yuan	 	 	 	 
	2	 	
        09577767-0

        9577782
	 	2020/03/23	 	VAT special invoice	 	2020/03/23	 	2021/03/23	 	1.58 million yuan	 	 	 	 
	3	 	
        09577841-0

        9577922
	 	
        2020/06/17

         
	 	VAT special invoice	 	2020/06/17	 	2021/06/17	 	8.2 million yuan 	 	 	 	 
	Total amount transferred (currency/capital)	 	RMB 11,200,000.00


 






     


     


    

 


Under the above arrangements:


 


1. We
will continue to perform our supply obligations and other corresponding obligations under the transaction contract (purchase and
sale contract and / or service contract), and you will continue to receive invoices issued directly by us. All current and future
accounts due under the relevant invoices must be paid to Pudong Development Bank without any other special notice from Pudong Development
Bank. Please pay to the following account:


 


Payee: to be transferred
to factoring business Xiamen PoP Culture Co., Ltd


 


Bank: Xiamen Branch, Shanghai Pudong
Development Bank


Account number : [*]


 


2. Please sign your company and forward a
copy of this letter to Shanghai Pudong Development Bank as soon as possible.We would appreciate it.


 


3. The definitions of relevant terms in the
factoring agreement have the same meaning in this notice.


 


4. This notice is the
true meaning of the company. Once signed by the company, this notice will take effect immediately. This notice is irrevocable.


 


5. The method of dispute resolution between
the company and your company under the above-mentioned transaction contract (purchase and sales contract and/or service contract,
etc.) of the transferred accounts receivable creditor’s rights will begin after your company has signed the “buyer
confirmation” receipt of this notice , It is changed to sue to the people’s court of the creditor’s domicile
(applicable for buyout type double factoring).


 


	 	Seller: Xiamen Pop Culture Co., Ltd
	 	 
	 	Seller Factoring Bank (Seal):
	 	 
	 	Date: June 24, 2020


 


CC: Buyer Factoring Bank Shanghai
Pudong Development Bank Limited Xiamen Branch


 


[Buyer’s confirmation]


 


To: Xiamen PoP Culture
Co., Ltd. and Factoring Bank:


 


To Whom It May Concern:


 


The Company has no objection
to the matters recorded in the notice of assignment of accounts receivable numbered [*]. The Company undertakes to pay accounts
payable based on the transaction contract (purchase and sale contract and / or service contract) to the designated bank account
recorded in the notice.


 


We agree that the dispute settlement between
our company and your company under the above transaction contract (purchase and sale contract and service contract, etc.) for the
transfer of accounts receivable claims shall be changed to a suit in the people’s court of the place where the creditor is
domiciled (buyout double factoring applies)


 


Buyer: Xiamen Many Idea
Interactive Co., Ltd


Legal representative or
authorized agent Signature or Seal: /s/ Liu Jianhui


Date: June 24, 2020


 






     


     


    

 


Annex III:


 


Confirmation of claims receivable


 


(No .36052020280063-3)


 


This confirmation of claim was signed by the buyer and the buyer’s factoring bank on June 24, 2020:


 


Buyer Xiamen Many
Idea Interactive Co., Ltd. and seller Xiamen Pop Culture Co., Ltd. signed a transaction contract on December 10, 2019 (No. PP20191220).


 


The buyer confirmed
that it had received the notice of transfer of accounts receivable sent by the seller, Know and confirm that the accounts receivable
under the above transaction contract have been legally and effectively transferred to the Xiamen Branch of Shanghai Pudong Development
Bank Co., Ltd. And the buyer confirms that the corresponding transaction under the above accounts receivable has been received.


 


The buyer, as the underwriter
of the following accounts receivable, confirms that Shanghai Pudong Development Bank is the sole creditor of the following accounts
receivable, and promises to assume unconditional payment obligations to Shanghai Pudong Development Bank on the due date of the
following accounts receivable and waives all forms of defense , And pay the total amount of the accounts receivable (currency/capital)
RMB 11.2 million to the following designated account of Shanghai Pudong Development Bank.


 


The details of the receivables
transferred are as follows:


 


	Serial number	 	Invoice number	 	Billing date	 	Name of note	 	Date of shipment	 	Due date	 	Amount invoiced	 	Description of shipment	 	Shipping Documents and Numbers
	1	 	
        09577826-0

        9577840
	 	2020/05/29	 	VAT special invoice	 	2020/05/29	 	2021/05/29	 	1.42 million yuan	 	 	 	 
	2	 	
        09577767-0

        9577782
	 	2020/03/23	 	VAT special invoice	 	2020/03/23	 	2021/03/23	 	1.58 million yuan	 	 	 	 
	3	 	
        09577841-0

        9577922
	 	2020/06/17	 	VAT special invoice	 	2020/06/17	 	2021/06/17	 	8.2 million yuan	 	 	 	 
	Total transfers (currency/capital)	 	RMB 11,200,000.00


 






     


     


    

 


The collection accounts
designated by Pudong Development Bank are as follows:


 


Payee: to be transferred to factoring
business Xiamen Pop Culture Co., Ltd


 


Bank: Xiamen Branch, Shanghai Pudong
Development Bank


 


Account number : [*]


 


This creditor’s
right confirmation is an integral part of the “Buyer’s Factoring Agreement” (No. 36052020280063) signed by the
buyer and the buyer’s factoring bank


 


Buyer (official seal): Xiamen Many Idea
Interactive Co., Ltd.


Legal representative or authorized agent


	(Signed or sealed):	/s/ Liu Jianhui	 


 


Buyer’s factoring bank (official seal
or contract seal):


Legal representative / person in charge or
authorized agent :(signature or seal)