Exhibit 10.4


 


(Translated from Chinese)


 


(Translator’s notation: The former name
of ” Xi’An Yunchuang Space Information Technology Co., Ltd.” was “Entrepreneurship World Consultants Limited.”)


 


Contract No.: XAEUNT-2019110907


 


Drop-shipping Cooperation Agreement


 


Place of Signing: Xi’an


 


Date of Signing: November 9, 2019


 


Drop-shipping Cooperation Agreement


 


Party A: Xi’an Chuangyetianxia Network Technology
Co., Ltd.





Address: Room 7, 9F Headquarters, Building 2, Saigao
City Plaza, No. 170 Weiyang Road, Xi’an Economic and Technological Development Zone, Shaanxi Province


 


Party B: Entrepreneurship
World Consultants Limited





Address: Room 1216, 12/F Hongfu Building, North Avenue,
Lianhu District, Xi’an City


 


The Agreement is entered into
by and between the Parties hereto based on free will, equality, and mutual profit through negotiation on merchandise supply, sale, and
shipment, etc. pursuant to the Contract Law of the People’s Republic of China and other relevant laws and regulations. The
Parties hereto shall observe the Agreement.


 


Article I. Objective of Cooperation
(attachment may be added for detail)


 


1. Details of purchased commodities
(the confirmation of reconciliation of each batch shall prevail)


 


	Product Name	 	Specification	 	Qty	 	Preferential Price Mandated by Party B (RMB)	 	Sales Price Mandated by Party B (RMB)	 	Tax-included Unit Price (RMB)	 	Total (RMB)	 	Remarks
	Deshengtang Grape Peel Extract Pill	 	0.4g/pill* 60 pills/bottle* 2 bottles	 	 	 	 	 	 	 	 	 	 	 	The unit price in the contract includes tax and freight. As for the specific quantity and price, the confirmation of reconciliation shall prevail



 






     



     


    

 


	Deshengtang Rhodiola, American Ginseng, Ganoderma, and Pueraria Particle  	 	4g/bag* 30 bags	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Deshengtang Blueberry Xangold Pill 	 	0.5g/pill* 60 pills/bottle* 2 bottles	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Taimeili Collagen Compound Powder	 	5g/bag* 30 bags	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Taimeili Coffee Flavored Collagen Powder	 	10g/bag* 12 bars	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Frozen Dry Powder Set	 	
    100mg* 8 tubes/collagenase stoste

    7ml* 8 tubes/box
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Far IR Upgraded Women’s Pants	 	Pants	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dingyang Moistening Facial Mask (Normal)	 	25ml* 5 pills/box	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Dingyang Moistening Facial Mask (Active)	 	25ml* 5 pills/box	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Sanhao Congwa Milled Rice with Embryo	 	4 bags* 150g	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Multi-functional Concentrated Detergent Powder	 	2 boxes * 400g	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revitalizing Toothpaste	 	60g/box	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NAD+ Skin Moistening Facial Mask	 	25ml* 5 pills/box	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Silu Wenguan Tea	 	4g/bag* 30 bags/box	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Graphene Multi-functional Fitness Belt	 	Belt	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Selenium-rich Qingdeng Rice	 	5kg/bag	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mengji Xiaodui Children’s Vacuum Cup	 	Set	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cuidaxian Sapphire Non-stick Pan	 	Pan	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cuidaxian Pressure Cooker	 	Cooker	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Jindaobo SOD Selenium-rich Ecological Rice	 	Bag	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Xinpaijing Anion Glasses (Yellow)	 	Pair	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Xinpaijing Anion Glasses (White)	 	Pair	 	 	 	 	 	 	 	 	 	 	 	 


 


2. Party B shall designate
the preferential price and sales price of commodities sold at Party A’s mall. As for the details, Party B’s guide price shall
prevail. The range of preference shall be: 0.1%-40%.


 


Article II. Mode of Purchase &
Sale


 


Party A shall purchase and sell
the aforesaid commodity as object of cooperation from and to Party B. Party B shall take charge of logistics, deliver the commodities
listed in Party A’s shipment order to the designated receipt in each order in a unified manner according to the stipulated time
and convenient mode of transportation, and guarantee the rights and interests of all mall customers on Party A’s Chuangyetianxia
platform to promote the healthy and sustainable development of the platform.


 


Article III. Commodity Quality
and Shipping Requirement


 


1. The product quality must meet
the corresponding national standard. If there is no national standard, the industrial standard shall prevail. Besides, Party A’s
requirements shall be strictly obeyed. In case of inconsistent standard articles, the articles required by Party A or the articles most
capable of guaranteeing Party A’s lawful interest shall prevail.


 


2. The internal package of all
products shipped must be intact, and the external package shall be regular packing cases. Neither shall break before arrival.


 






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3. Party B shall ship the ordered
goods within 24h since Party A has issued the shipment order, and send back or upload the corresponding order number and logistics document
number as Party A requires, for the convenience of both parties to synchronize the logistics tracks.


 


4. Party B must make sure the
shipping address and consignee information are identical to the information on the shipment order from Party A. If Party A’s order
information is found obviously wrong, Party B must point it out to Party A before shipment instead of ignoring the mistake.



 


Article IV. Goods Acceptance,
Supervision, and Spot Check


 


Party A has the right to inspect
the goods regularly or at random. The product inspection may be entrusted by Party A at its discretion. In case of objection, the Parties
hereto may negotiate to appoint a testing body for secondary inspection. Party B shall handle the objection arising from product quality
issue, and cover the testing fees.


 


Article V. Mode of Settlement


 


1. Party B shall settle the order
15 days after Party A’s shipping date, and pay for the goods after the Parties hereto confirm the actual amount of each order. The
amount shall be subject to the confirmation of reconciliation confirmed by the Parties hereto.


 


2. Party B shall pay all freights
(freights for shipping, return, and replacement), and shall not charge extra for each order.


 


3. The Parties hereto agree that
the payment for goods purchased by Party A shall be made to Party B in form of transfer. The transfer voucher shall serve as the valid
basis of payment.


 


4. Party B’s payee account
information (if the following information changes, Party B shall notify Party A in a timely manner).


 


Name: Entrepreneurship
World Consultants Limited





Taxpayer’s registration
number: 91610100MA6TNE505E





Address: Room 1216, 12F Hongfu
Building, North Avenue, Lianhu District, Xi’an City





Tel.: 18710088818





Opening Bank: Bank of China Xi’an
Economic and Technological Development Zone Sub-branch





Account No.: 102884172800


 


Article VI. Rights and Obligations
of Party A


 


1. Party A shall possess the qualification
needed for running relevant businesses hereunder, and assume the legal liabilities attributable to Party A’s businesses.


 


2. Within effectiveness of the
Agreement, Party A shall guarantee the normal running of Chuangyetianxia platform mall except force majeure.


 


3. Party A has the right to select
or replace the ordered commodities based on the category, type, and quantity in the commodity list from Party B, but shall notify Party
B 3 working days in advance (if “working day” is not expressly mentioned hereunder, it shall refer to natural day),
to which Party B holds no objection.


 


4. When Party A replaces Party
B’s commodities specified hereunder, it shall notify Party B 3 days in advance. As for the product details and price, the
commodity list confirmed by Party A shall prevail.


 


5. Party A shall place order to
Party B in email. The content of order shall include: commodity name, model, quantity, consignee, address, and other necessary information
for Party B to perform the contractual obligations.


 






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6. In case of return due to commodity
quality, etc. after the trade is over, Party A shall notify Party B to handle the case in a timely manner.


 


7. Party A shall provide Party
B with the payment for goods in accordance with the mode of settlement hereunder. If Party A fails to settle the payment in a timely manner,
Party A shall pay overdue fine at 0.05% per day.


 


8. Party A shall keep confidential
Party B’s information involved during the cooperation between the Parties hereto.


 


Article VII Rights and Obligations
of Party B


 


1. Party B shall possess the qualifications
for the production and sales of relevant commodities hereunder, and assume relevant legal liabilities attributable to Party B’s
businesses. Party A must be provided with the qualifications in attachments to the Agreement. The documents and information on the production
and sales qualification of relevant businesses provided by Party B shall be truthful. If not, Party B shall indemnify Party A and third
parties.


 


2. Party B shall guarantee to
provide commodities pursuant to the laws and regulations without infringing the lawful rights and interests of any third party (including
but not limited to right of portrait, right of reputation, intellectual property right, etc.) In case of infringement on the rights and
interests of a third party, Party B shall replace or recall the defective products, and cover all indemnities and losses arising from
infringement. If loss is incurred to a third party, Party B shall indemnify the third party; if loss is incurred to Party A, Party B shall
indemnify Party A.


 


3. Party A shall provide drop-shipping
service for commodities purchased by Party A, and ship within 24h after Party A places the order. Party B shall cover the logistics fee.


 


4. In general, Party B does not
undertake the after-sales consulting from mall customers. Party A’ s customer service shall accept the consulting and answer the
after-sales doubts from customers. In special cases, if Party B needs to explain the product installation process, application method,
etc. to customers, it shall be detailed, patient, and passionate instead of intolerant, negligent or perfunctory tone or behavior. If
the aforesaid act causes the customer to complain to Party A, Party B shall cover double the loss of the customer therefrom; in case of
quality issue or the customer’s personal or property damage arising from quality issue, Party B shall assume the liability for redoing,
replacement, and indemnity, etc. and cover all expenses and reputation losses therefrom.


 


5. Party B shall provide Party
A with drop-shipping service. If the customer raises objection against Party B’s product quality, Party B shall handle the replacement
of goods required by the customer; in case of problems during logistics, such as commodity destruction, loss, quality issue, or other
issues regarding product use, leading to user drain, complaint, or indemnity, Party B shall take charge of after-sales service and assume
all liabilities, and shall not charge any extra fee.


 


6. If the commodities from Party
B do not comply with the requirements in the order, the customer has the right to reject the commodities, and Party B shall undertake
replacement or refund for no reason within 7 days. As for defective products, if the customer cannot acknowledge on site upon receiving,
Party B shall not reject the refund or replacement on the excuse of no OOBA upon receiving.


 






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7. Party B shall guarantee adequate
stock of products. If Party B cannot supply in due time, it shall communicate with Party A 3 days in advance, and may only change the
delivery date after receiving Party A’s written consent. Without just cause, Party B shall not reject order or mode of packaging
or transportation specified hereunder.


 


8. Party B shall issue VAT special
invoice for the amount paid in the current month to Party A on each natural month.


 


9. Party B shall keep confidential
the information and trade secret of Party A and its customers acknowledged during cooperation, and shall by no means disclose or use the
information or trade secret to any third party beyond the Agreement.


 


10. Party B promises that the
commodities sold are originals that meet the quality requirements. If fake product is found, apart from the aforesaid liability for default,
Party B shall assume the liability for indemnity ten times the value of fake product.


 


Article VIII Force Majeure


 


In case of force majeure during
contract performance, such as earthquake, typhoon, flood, fire, and other natural disasters, war, riot, strike, etc. where Party B is
unable to perform the Agreement or needs to revise it, Party B shall notify Party A in a timely manner, exert the utmost efforts for remedy,
and provide written materials on such force majeure. The Parties hereto shall evaluate whether to revise or to terminate the Agreement
based on the impact of force majeure on performance of the Agreement, and whether to exempt the other party partially or entirely from
obligations hereunder.


 


Article IX. Effectiveness, Termination,
and Rescission of Agreement


 


1. The Agreement shall be effective
from November 9, 2019 to May 8, 2020, and shall come into force upon being signed and affixed with official seal by the
legal representative, legal person, or authorized representative of the Parties hereto. If the term of agreement expires, and the Parties
hereto decide to continue the cooperation, the effectiveness of the Agreement shall be automatically renewed for / years without
the need to sign an agreement again, and the rights and obligations between the Parties hereto shall remain applicable to relevant provisions
hereunder. If either party expresses not to renew the Agreement, it shall notify the other party in writing in advance a month before
the expiry of the Agreement, and the Agreement shall be automatically terminated upon expiry.


 


2. Party A has the right to cancel
the Agreement in any of the following cases:


 


(1) Party B’s commodity
is defective and Party B refuses to refund or replace the commodity.


 


(2) Party B fails to make duly
shipment as specified for more than 5 times.


 


Article X. Liability for Default


 


1. If the Parties hereto fail
to perform obligations according to the Agreement, the failing party shall be deemed as defaulting. The observant party has the right
to ask the defaulting party to indemnity it for the losses therefrom.


 






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2. If Party A asks to cancel the
Agreement in accordance with the cases set forth in Article 9.2 hereunder, Party B shall cover all losses of Party A and its customers
therefrom.


 


Article XI. Miscellaneous


 


1. The Agreement is made in duplicate. The Parties
hereto shall hold one duplicate each. The attachments to the Agreement shall bear equal legal force.


 


2. Any dispute related to the
performance of the Agreement and attachments to the Agreement may be settled between the Parties hereto through negotiation in the first
place; if negotiation fails, either party may file a lawsuit to the people’s court where the Agreement is signed.


 


	Party A: (Signature or Seal): Xi’an Chuangyetianxia Network Technology Co., Ltd.	 	 
	 	 
	Legal Representative: 	 
	 	 
	Contact Information: 18602970818	 
	 	 
	Date of Signing: November 9, 2019	 



 


	Party B: (Signature or Seal): Entrepreneurship World Consultants Limited	 	 
	 	 
	Legal Representative: 	 
	 	 
	Contact Information:	 
	 	 
	Date of Signing: November 9, 2019	 



 


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