Exhibit 10.42


 


Maximum Amount Guarantee Contract


(Applicable to third-party guarantee)


 


[Unofficial English Translation]


 


No.: BL-ZGEBZ-2020-180


 


Party A (Creditor): TCL Commercial Factoring
(Shenzhen) Co., Ltd.


 


Legal Representative: Li Jian


 


Address: F37, Pearl River Tower, No.15
Zhujiang West Road, Tianhe District, Guangzhou, Guangdong Province


 


Party B (Guarantor): Bao Minfei


 


Unified social credit code/ID number: 510402197304140958


 


Legal Representative:


 


Address: F7, Block A, Building 5, Software
Industry Base, No.1006 Keyuan Road, Nanshan District, Shenzhen


 


Contact information: 0755-86512180


 


Whereas:


 


Party A and United Time
Technology Co., Ltd. (hereinafter referred to as  “the Applicant”) will sign one or more Domestic Factoring Contract
with Recourse and its annexes (hereinafter referred to as “the Contract”) from May 1, 2020 to May 1, 2022. Party
A agrees to provide factoring services for the Applicant.


 


Party B agrees to provide
the maximum joint liability guarantee for the creditor’s rights of Party A to the Applicant in accordance with the Contract to
protect the rights and interests of Party A.


 


Party A and Party B enter
into the Contract through fair consultation in accordance with the Contract Law of the People’s Republic of China, the
Guarantee Law of the People’s Republic of China and other relevant laws, regulations and rules to clarify the rights and
obligations of Party A and Party B.


 


Article 1 Interpretation


 


1.1 Master Contract: Refers
to the Domestic Factoring Contract with Recourse and its annexes signed by Party A and United Time Technology Co., Ltd. between
May 1, 2020 to May 1, 2022 on JDH platform (the website established and operated by JDH Information Tech (Guangzhou) Co., Ltd.,
URL: www.jdh.com.cn (including the second-level domain names) and the mobile applications that have been developed and will be
developed from time to time to perform some or all functions of the above website).


 






     


     


    

 


1.2 Primary Debtor: United
Time Technology Co., Ltd.


 


Article 2 The Maximum
Amount of Secured Principal Creditor’s Rights and the Period During Which the Principal Creditor’s Rights Occur


 


2.1 According to the Contract,
the maximum guarantee amount of Party B for the principal of factoring financing is RMB 20,000,000.00, (in words) RMB twenty
million only.


 


2.2 The maximum guarantee
amount is not set for the principal creditor’s rights except for the principal of factoring financing as agreed in Article 3 of
the Contract, and Party B bears joint guarantee liabilities for these principal creditor’s rights.


 


2.3 The principal creditor’s
right occurs from May 1, 2020 to May 1, 2022.


 


Article 3 Principal
Creditor’s Right


 


Principal creditor’s rights
include but are not limited to:


 


(1) All contract-related
creditor’s right against the Debtors under the master contract from May 1, 2020 to May 1, 2022.


 


(2) All contract-related
creditor’s rights include but are not limited to factoring financing principal, interest, management fee, handling fee, liquidated
damages, compensation and all expenses incurred by creditors in realizing creditor’s rights under the master contract.


 


(3) All expenses incurred
by creditors in realizing their creditor’s rights include but are not limited to expediting charges, legal fees, preservation costs,
execution costs, announcement costs, attorney costs, travel expenses, notarization fees, appraisal fees, preservation guarantee
fees and preservation insurance fees.


 


Article 4 Guarantee
Period


 


4.1 Three years after the
due date of each specific debt under the master contract; If the creditor declares that a specific debt is due in advance according
to the terms of the main contract, the guarantee period of the specific debt shall be three years from the next day of the advanced
due date of the specific debt.


 






    2


     


    

 


4.2 The guarantee period
of each specific debt is calculated separately. If any specific debt is extended, the guarantee period will be extended for three
years from the next day after the expiration of the extended guarantee period.


 


Article 5 Determination
of Secured Creditor’s Rights


 


5.1 Under the following
circumstances, the secured creditor’s rights under the Contract are determined:


 


(1) The occurrence period
of the principal creditor’s rights agreed in Article 2 of the Contract expires;


 


(2) The date when the factoring
contract is dissolved, expired or deemed invalid;


 


(3) Other circumstances
specified in laws.


 


5.2 The secured creditor’s
rights under the Contract are determined and have the following effects:


 


(1) When the secured creditor’s
rights are determined, the creditor’s rights under the master contract that are not paid off fall into the scope of the secured
creditor’s rights regardless of whether the performance period of the creditor’s rights has expired or whether conditions are attached;


 


(2) From the date when
the secured creditor’s rights are determined and until all the secured creditor’s rights are paid off, if the applicant fails to
fulfill its debt repayment obligations as agreed, the creditor has the right to demand the guarantor to assume the guarantee responsibility.


 


Article 6 Party B’s
Statements, Warranties and Obligations


 


6.1 If Party B is a natural
person, it shall have full capacity for civil rights and full capacity for civil conduct, and have obtained the consent of spouse
(if any) for providing guarantee to Party A.


 


6.2 If Party B is a non-natural
person, it shall possess the qualification to become an entity-guarantor according to Chinese laws, and can provide external guarantee.
Moreover, the signing of the Contract by Party B has been approved by Party B’s superior department or the Board of Directors,
shareholders’ (general) meeting and other departments of Party B in accordance with the provisions of laws and the company’s
articles of association, and all necessary authorizations have been obtained.


 


6.3 Party B promises to
sign and perform the Contract, without violating any regulations or agreements binding on Party B and its assets, any guarantee
agreements signed between Party B and other party, or any other documents, agreements or commitments binding on Party B.


 






    3


     


    

 


6.4 Party B knows and agrees
to all terms and conditions of the master contract, voluntarily provides guarantee for the Applicant, and performs joint and several
liquidation obligations according to the Contract.


 


6.5 Party B has sufficient
ability to undertake the guarantee responsibility under the Contract, which will not be reduced or forgiven due to any directive,
change of financial situation or any agreement signed with any organization.


 


6.6 Party B undertakes
to perform the guarantee obligation within three working days after receiving the written notice from the creditor requesting him
to undertake the guarantee responsibility.


 


6.7 Within the validity
period of the Contract, Party B shall notify Party A in writing within three days when any of the following circumstances occurs:


 


6.7.1 Party B’s financial
or operating conditions deteriorate or Party B is involved in major commercial disputes;


 


6.7.2 If Party B is a natural
person, Party B’s assets are sealed up, confiscated, frozen or enforced or damaged or lost for other reasons;


 


6.7.3 If Party B is a non-natural
person, Party B is declared bankrupt, discontinued, closed, dissolved, temporarily detained or revoked the license, revoked the
business license, and its major assets are sealed up, confiscated, frozen or enforced or damaged or lost for other reasons;


 


6.7.4 Other events occurred
to Party B which may affect or cause it to lose guarantee ability.


 


6.8 Without the written
consent of Party A, Party B shall not assign the rights and obligations hereunder to a third party.


 


6.9 All documents and materials
provided by Party B to Party A are legal, accurate, true, complete and valid.


 


6.10 If Party B is a natural
person, all obligations and joint liabilities of Party B under the Contract are continuous and have full binding force on its successors.
They are not subject to any dispute, claim, any order from of legal procedure, any contract and document signed between the Applicant
and any natural person or legal person, and do not vary due to the bankruptcy of the Applicant, inability to repay debts, loss
of enterprise qualification, change of articles of association and any essential changes.


 


6.11 If Party B is a non-natural
person, all obligations and joint liabilities of Party B under the Contract are continuous, and have full binding force on its
successors, receivers, assignees and their merged, reorganized and renamed subjects. They are not subject to by any dispute, claim,
any order from of legal procedure and superior units, any contract and document signed between the Applicant and any natural person
or legal person, and do not vary due to the bankruptcy of the Applicant, inability to repay debts, loss of enterprise qualification,
change of articles of association and any essential changes.


 






    4


     


    

 


6.12 Party B promises to
give up the right of defense enjoyed by the Applicant against the primary debt that can be exercised against Party A as stipulated
in Article 20 of the Guarantee Law of the People’s Republic of China.


 


Article 7 Rights and
Obligations of Party A


 


7.1 Party A has the right
to demand Party B to provide credit report and other materials reflecting its credit status at any time.


 


7.2 If the term of any
principal creditor’s right against the Applicant under the master contract expires, Party A shall have the right to demand Party
B to bear joint and several guarantee liabilities according to the Contract.


 


7.3 When Party A signs
a specific business contract (or agreement) with the Applicant according to the master contract, it is not necessary to notify
Party B.


 


7.4 Party A has the right
to assign all or creditor’s rights under the master contract to a third party.


 


Article 8 Liability
for Breach of Contract


 


8.1 In case of any of the
following circumstances, Party B shall be deemed to be in breach of the Contract:


 


8.1.1 Party B fails to
perform the guarantee responsibility in time as agreed in the Contract;


 


8.1.2 Party B’s representations
and warranties made in the Contract are untrue or Party B violates its commitments made in the Contract;


 


8.1.3 The event mentioned
in Article 6.7 of the Contract occurs, which seriously affects Party B’s financial status and performance ability;


 


8.1.4 Party B violates
other terms on the rights and obligations of the parties in the Contract;


 


8.1.5 Party B defaults
under other contracts with Party A or affiliated institutions of the Applicant.


 


8.2 When the default event
specified in the preceding paragraph occurs, Party A is entitled to respectively or simultaneously adopt the following measures
depending on specific circumstance:


 


8.2.1 Party A demands Party
B to correct its breach of contract within a definite time.


 






    5


     


    

 


8.2.2 Ask Party B to compensate
the losses suffered by the Creditor due to Party B’s breach of contract;


 


8.2.2 Other measures that
Party A considers necessary.


 


Article 9 Effectiveness,
Change, Cancellation and Termination of the Contract


 


9.1 The Contract shall
become effective upon being signed and sealed by the legal representatives or authorized representatives of both parties.


 


9.2 After the Contract
comes into effect, either party shall not change or terminate it without authorization. Where it is required to change or terminate
the Contract, both parties shall reach written agreement through consultation. The Contract shall remain valid until a written
agreement is reached.


 


9.3 The Contract is independent
of the Master Contract, and shall not become invalid due to the invalidity of the Master Contract. If the Master Contract is deemed
invalid, Party B shall bear joint and several liability for the debts incurred by the Creditor of the Master Contract due to the
return of property or compensation for losses.


 


Article 10 Dispute Resolution


 


The law of the People’s
Republic of China shall apply to the establishment, effectiveness, interpretation, performance and dispute resolution of the Contract.
Both Parties shall settle the disputes and controversies arising from or related to the Contract through negotiation. If negotiation
fails, such disputes or controversies shall be settled according to the method specified in the Master Contract.


 


During the dispute resolution
period, other articles of the contract shall be performed continuously during the period if the dispute does not affect their performance.


 


Article 11 Notice


 


11.1 All notices, requirements
or other correspondence under the Contract shall be made in writing and sent to the relevant parties through the following addresses
or emails:


 


Party A: TCL Commercial
Factoring (Shenzhen) Co., Ltd.


Contact: Zhu Chunbao


Address: FL37,
Pearl River Tower, No.15 Zhujiang West Road, Tianhe District, Guangzhou, Guangdong Province


Tel.: 18802018362


E-mail: tclblgs@tcl.com


 


Party B: Bao Minfei


Address: FL7,
Block A, Building 5, Software Industry Base, No.1006 Keyuan Road, Nanshan District, Shenzhen


Tel: 0755-86512180


E-mail:


 






    6


     


    

 


11.2 Any notice, request
or other correspondence sent to the relevant parties at the above address under the Contract shall be deemed to have been delivered:


 


11.2.1 If it is sent by
letter, it will be deemed as delivered when it is actually delivered to the relevant address;


 


11.2.2 If it is sent by
mail, it will be deemed as delivered on the date when the specific system sends the mail;


 


11.3 Unless otherwise agreed,
the address specified in Article 11.1 shall be the contact address. When the contact address is changed, the other party shall
be notified in writing in time. Such changes will not take effect until the Creditor has recorded them correctly.


 


11.4 The Guarantor specially
acknowledges and agrees with the Creditor that the address and contact information under the Contract can be regarded as the address
and contact information for services of process or arbitration proceedings. The Guarantor shall ensure that all legal documents
of the creditor can be served through the contact address and number under the Contract, and shall not raise defense on the grounds
that the address and contact information become invalid.


 


Article 12 Counter Guarantee


 


If Party B signs a counter-guarantee
contract with the factoring applicant for the Contract, the counter-guarantee contract shall not infringe any rights and interests
of Party A. When Both Parties are in the same order when recovering debt from the Applicant due to the counter-guarantee contract,
Party A shall have the right to take priority over Party B.


 


Without Party A’s written
consent, Party B shall not require the Applicant to set up counter-guarantee in the form of property mortgage or pledge for Party
B’s obligations under the Contract.


 


Article 13 Miscellaneous


 


13.1 That Party A fails
to exercise or partially exercises or delays exercising any right under the Contract shall not constitute the abandonment or modification
of the right or other rights and shall not affect its further exercise of the right or other rights.


 


13.2 Any tolerance, period
extension, or permit for delay in performing any rights under the contract granted by Party A to Party B, shall not affect any
rights of Party A as per the contract and relevant laws and regulations, and shall not be deemed as Party A’s waiving of rights
under the contract.


 


13.3 Any invalid or non-executable
article of the Contract shall not affect the validity or enforceability of other articles and shall not affect the effectiveness
of the Contract as a whole.


 


13.4 The Contract is made
in duplicate, one for each Party, and each copy shall have equal legal effect.


 


Party A has taken reasonable
measures to draw Party B’s attention to the clauses exempting or limiting Party A’s liabilities under the Contract, and fully explained
the relevant clauses as required by Party B. Both Parties have no objection to the understanding of all terms and conditions of
the Contract.


 


(No text below)


 




    7


     


    

 


(No text on this page.
It is the signature page of the Maximum Amount Guarantee Amount Contract - No. BL-ZGEBZ-2020-180)


 


Party A: TCL Commercial
Factoring (Shenzhen) Co., Ltd. (Seal Affixed)


 


Legal Representative (or
Authorized Representative): /s/ Li Jian





 


November 17, 2020


 


Party B: Bao Minfei


 


Legal Representative (or
Authorized Representative): /s/ Bao Minfei (with fingerprints)





 


November 17, 2020


 


 


8