Exhibit 10.12


 


ENTRUSTED
OPERATING AGREEMENT


 


OF



 


WUHAN
OPTICAL VALLEY INTERNATIONAL PLAZA


 


(the
“Agreement”)


 


 


 


 


 


 


 


 


 


between


 


Jintou
Qiangjing Commercial Investment (Wuhan) Co., Ltd


 


and


 


Wuhan
Tony Fun Commercial Management Co., Ltd


 






     


     


    

 


THIS
AGREEMENT is made on June 6th, 2019.


 


BETWEEN


 


	1	Jintou
                                         Qiangjing Commercial Investment (Wuhan) Co., Ltd, a company incorporated under the
                                         laws of the People’s Republic of China having its registered office at Room 3103,
                                         31/F, RongzhongGuoji, Building1, 889 Luoyu Road, Donghu High-tech Development Zone, Wuhan,
                                         Hubei, China (the “Client”), whose legal person is Xiaoru Liu.



 


	2	Wuhan
                                         Tony Fun Commercial Management Co., Ltd,a company incorporated under the laws of
                                         the People’s Republic of China having its registered office at Room 19-6, Building
                                         A, Optical Valley Center Garden, 889 Luoyu Road, Donghu High-tech Development Zone, Wuhan,
                                         Hubei, China (the “Manager”), whose legal person is Zhiqiang Han.



 


WHEREAS


 


	1	The
                                         Client appoints a professional assets management company, which is an experienced operation
                                         management organization providing consulting services of commercial operation management,
                                         for Project of Wuhan Optical Valley International Plaza (the “Project”),
                                         in order to obtain profits services in the period;



 


	2	The
                                         Manager is a professional and experienced service provider of commercial operation and
                                         management, having the capacity of completing the work set out by the Client.



 


	3	The
                                         Agreement was made by both Parties, pursuant to Contract Law, General Provisions of the
                                         Civil Law of People’s Republic of China.



 


AGREEMENT


 


	1.	DEFINITION
                                         AND INTERPRETATION



 


	1.1	Unless
                                         the context otherwise requires:



 


Compensation
means salary paid to the Project staff, or accumulated for their benefit, including but not limited to all salaries, allowance,
economic compensation or individual income tax, severance pay and pension, or premium and any other employment allowance, paid
to staff or accumulated for their benefit.


 


Gross
Operating Profit means a company’s profit from selling goods or services in a particular period after costs (if
any) directly related to producing them are subtracted.


 


Gross
Revenue means all kinds of income and gains directly or indirectly from leasing or operation of the Project, including
rental, interest on bank account balances, any other income and gains.


 


Total
Construction Cost means sum of all expenses related to the reconstruction of the Project.


 






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Operating
Costs means all kinds of fees and expenses listed as operating costs, including but not limited to the following:


 


		a)	Management
                                         fee;



 


		b)	Cost,
                                         depreciation and amortization of business machine and equipment, marketing expense, personnel
                                         training courses fee, license fee, ground and green maintenance fee, and rental of equipment
                                         rented by the Manager;



 


		c)	Expenses
                                         of all maintenance;



 


		d)	Insurance
                                         and relevant expenses paid by the Manager after opening;



 


		e)	Business
                                         tariff and annex; and



 


		f)	Personnel
                                         compensation;



 


Business
Year means a financial year for the period from January 1stto December 31st in each year during
operation. The first business year is the period from the opening date until the following December 31st. The last
business year is the period from January 1st in the same year as the date of termination or expiration of the Agreement
until the termination or expiration date.


 


Asset
Replacement means improvement or replacement of property, machines and equipment, and other capital goods of the Project,
in order to keep the Project operating and competitive in market.


 


RMB
or Renminbi means fiat money of People’s Republic of China.


 


Annual
Operating Budget means forecasts and budgets made by the Manager within the duration of the Agreement, for the following
items in each business year:


 


		a)	Gross
                                         revenue, gross operating profit, and management fee, as well as cash receipts and payments;



 


		b)	Property
                                         maintenance;



 


		c)	Asset
                                         replacement;



 


		d)	Operating
                                         cost; and



 


		e)	Business
                                         machine and equipment.



 


	1.2	Estimate
                                         of liquidity provided by the Client, as well as the time of providing this estimate



 


	1.3	Any
                                         reference to legislation in the Agreement shall be construed to include the following
                                         words: If the Act is amended, re-enacted or replaced by other laws, the provisions in
                                         force at that time will be applicable.



 






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	1.4	Headings
                                         used in the Agreement are for ease of reference only and shall not in any way determine
                                         the interpretation of the Agreement. Any reference to a provision and appendix attached
                                         hereto, refers to provisions and appendixes of the Agreement.



 


	2.	SCOPE
                                         OF THE AGREEMENT



 


	2.1	Whereas
                                         the Manager performs the following obligations, the Client delivers the Manager the Project
                                         that is completely finished and satisfies the operating requirement for management.



 


	2.2	The
                                         Project is located in 889 Luoyu Road, Donghu High-tech Development Zone, Wuhan, Hubei,
                                         China, with business construction area covering 79,400 square meters, the Manager is
                                         authorized to manage all business construction areas. (Please see Appendix A for the
                                         registered address, red line map and description.)



 


	2.3	The
                                         Project’s theme is First Fashion Youth Mall in Central China, by mutual consent.



 


	2.4	In
                                         the event of any loss directly related to tenants refusing management of the Manager,
                                         including losses of finance and reputation, the Manager shall not be liable for breach
                                         of the Agreement for the client.



 


	3.	TERM
                                         OF THE AGREEMENT



 


	3.1	The
                                         term of the Agreement is 8 years, started from the effective date of the Agreement.



 


	3.2	If
                                         the Client desires to have the Manager to continue to manage the Project, 6 months before
                                         the expiration of the Agreement, both parties shall renew or resign the Agreement after
                                         related provisions are amended.



 


	3.3	After
                                         the expiration of the Agreement, if the Client continue to appoint the third party to
                                         manage the Project, the Manager has priority to sign the new Agreement under the same
                                         condition.



 


	4.	PRE-OPENING
                                         PREPARATION



 


	4.1	After
                                         the Agreement is signed (before the opening date), the Client shall acquire all needed
                                         consents, approvals, licenses and permits (the Ratification) from the Government at its
                                         own expense as soon as possible, and keep them valid, that allows the Manager to operate
                                         and manage the Project based on provisions of the Agreement.



 


	4.2	The Client is hereby committed to waive any claim against
the Manager or liability for losses resulting from the Client not acquiring any Ratification, and keep the Manager away from punishment
or adverse effect and injury related to the punishment of Government.




 






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	4.3	In the event the Client fails to acquire any Ratification,
the Manager and the Client shall be bound by the Agreement. In addition, the Client shall not request waiver of its obligations
set out in the Agreement for the reason that the Ratification was not acquired.




 


	4.4	After signing this Agreement, the Manager will commence
the work of leasing and consulting of the Project, including branding, leasing strategy and execution, and taking charge in the
specific implementation of leasing of major shops and tenants.




 


	4.5	The Manager shall provide a pre-opening budget 90 days
before opening of the Project. After confirmation of the pre-opening budget, the Manager will implement the work before opening,
and the Client shall pay all expenses according to the budget.




 


	4.5.1	Personnel compensation before opening




 


Personnel
compensation of the Manager shall be paid as actually incurred since the effective date of the Agreement until the second opening
date (grand re-opening date which is tentatively May 1, 2020).


 


The
Manager shall provide monthly staff structure and compensation budgets within 3 days before beginning of the month, and the Client
shall complete the approval and payment within 10 days after receiving the budget.


 


	4.5.2	Office expenses and promotion expenses before opening




 


The
Client shall pay office expenses and promotion expenses to third-parties according to pre-opening budget as actually incurred.


 


	4.5.3	Other expenses




 


Other
expenses before opening shall be paid after confirmation by the Client as actually incurred.


 


	4.6	Empty shops because of failure of leasing can be partially
closed, designed and decoration, to keep the appearance of the Mall clean.




 


	4.7	Both parties agree that pre-opening budget is only a
reasonable estimation, which can be changed based on unforeseen situations and delays. If something special happens beyond the
budget, the Manager shall declare as actually incurred and the Client shall pay after confirmation.




 


	5.	HANDOVER OF PROPERTY




 


	5.1	Acceptance condition technical standard of handover
of property are made by both parties. (Please see Appendix B for acceptance condition and technical standard.)




 


	5.2	Both parties agreed that final handover time is June
30th, 2019. Prior to the final handover date, the Manager and the Client will appoint staff to become the acceptance
and handover team, and create a plan of acceptance and handover.




 


	5.3	Both parties shall file the information of the entrusted
property according to regulatory procedures and related rules as the same time as handover of property.




 






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	6.	OPERATION AND MANAGEMENT AFTER OPENING




 


	6.1	Personnel and organization




 


	6.1.1	Staff management




 


The
Manager has right to appoint, supervise, manage, guide and dismiss its own staff working for the Project, and has the right to
decide their compensation, welfare and clause of employment.


 


	6.1.2	General manager and deputy general manager




 


General
manager is the Manager’s chief representative of the Project. General manager has rights of commanding and decision-making
to operate and manage the Project, taking responsibility for the Project’s operation and management and the Manage. Deputy
general manager assists general manager in his work.


 


	6.2	Management right




 


	6.2.1	The Client authorizes the Manager to supervise and take
charge in the Project’s operation and management after opening, pursuant to provisions of the Agreement and relevant laws
and regulations. Meanwhile the Manager has right of exclusive, control and decision-making.




 


	6.2.2	The Client has right to know all management work of
the Manager, give advice and suggestions, and evaluate the Manager’s performance in terms of operation revenue, gross operating
profit and so on, for good development of operation and assets, obtaining operating goals of preserving or increasing the value
of the property.




 


	6.3	Work place




 


	6.3.1	The Client shall provide the Manager with a well-decorated
and centralized work place with an area of no less than 100 square meter, located on the Project for free.




 


	6.3.2	The Client shall provide the Manager with all kinds
of office equipment and office supplies, including but not limited to computers connected to a network, printer, duplicator, shredder,
water fountain, telephone, and office furniture.




 


	6.3.3	The Client shall provide equipment rooms and work rooms
used for property management for free, with area decided based on actual demand.




 


	7.	RIGHTS AND OBLIGATIONS OF THE CLIENT




 


	7.1	The Client shall pay full amount of management fee and
operation expenses to the Manager on time.




 






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	7.2	The Client shall ensure the legitimacy of the property
ownership entrusted for operation and management, and provide the Manager with the complete license in time.




 


	7.3	The Client shall ensure legitimacy of leasing of all
tenants.




 


	7.4	The Client shall provide the Manager with construction,
arrangement, equipment and decoration information of the Project.




 


	7.5	The Client shall ensure the Project including its equipment
to satisfy technical standards of the Project’s operation, and keep it in good operation during term of the Agreement.




 


	7.6	The Client shall finish the handover of property, handover,
acceptance check and filing of property development information with the Manager.




 


	7.7	The Client shall confirm all files handed in by the
Manager in time. Unless the Agreement otherwise requires, if the Client does not give any written reply within 5 days after receiving
the Manager’s files, the Client will be deemed to have confirmed the files in writing.




 


	7.8	The Client shall expressly agree that tenants obey management
of the Manager, comply with all regulations made by the Manager, when signing leasing agreement between the owner and tenants.




 


	7.9	During the term of the Agreement, if the Client re-builds
the Project, the Client shall get approved by the Manager, the rebuilding shall meet the overall management plan, and under guidance
and management of the Manager.




 


	7.10	The Client shall provide the Manager with necessary
assistance for operation and management.




 


	8.	RIGHTS AND OBLIGATIONS OF THE MANAGER




 


	8.1	The Manager has a right to operation expenses and management
fees pursuant to the Agreement.




 


	8.2	After the Client pays the full amount of the management
fee and operation expenses to the Manager on time, the Manager shall ensure operation of the Project, properly handle contingent
events (except for force majeure) during operation, excluding business property and equipment, and keep the Project healthily
developed.




 


	8.3	The Manager shall ensure the deadline of the Agreement,
finish the handover of property, handover, acceptance check and filing of property development information with the Client.




 


	8.4	The Manager shall increase rental rate and promote economic
performance, by all kinds of means.




 


	8.5	The Manager shall make and perfect all regulations of
the Project.




 






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	8.6	The Manager shall evaluate performance of tenants, and
take charge in other management services such as optimization of retail space and adjustment of tenant mix.




 


	8.7	The Manager shall take charge in execution of operation
procedure, profit pattern of innovation, attracting and retaining the customers with the greatest possible, achieving tenants’
profit target.




 


	8.8	The Manager shall create comfortable consumption environment
to ensure satisfaction of consumers and healthy operation of the Project.




 


	8.9	The Manager shall assist the Client in preserving or
increasing the value of the property, and achieving the Client’s return on investment.




 


	8.10	For expenses related to the Project that are not paid
after confirmation of the Client and getting informed by the Manager, the Manager may make the payment on behalf of the Client,
the Client shall ratify and undertake these expenses.




 


	9.	ANNUAL OPERATING BUDGET




 


	9.1	The Manager shall hand in the annual operating budget
of the first financial year to the Client within at least 30 days before opening date. Within 30 days before every financial year,
the Manager shall hand in every prepared annual operating budget to the Client.




 


	9.2	Annual operating budget shall be approved by the Client,
and the Client shall not refuse approval without a reason or delay approval. If the Client does not give any approval or objection
within 30 days after receiving annual operating budget, the Client is deemed to approve this annual operating budget. If the Client
raises any objection, items that are objected and relevant reasons shall be listed in writing. After the Manager receives the
written notice of objection, the Manager shall take the Client’s advices and suggestions into consideration, add them in
the annual operating budget and amend it.




 


	9.3	If the parties fail to reach an agreement on the budget
items within 20 days after the notice of objection is put forward by the Client, the figures in the annual operating budget in
previous business year shall be applicable. However, compared with the amount specified in the annual operating budget of the
previous business year, the budget of relevant items shall be increased. The increased amount shall be the rate of inflation for
the previous business year (which shall be announced and recognized by the government of the People’s Republic of China), and
if the Chinese government does not announce or recognize rate of inflation during the year, the increased amount shall not exceed
5%.




 


	9.4	The Manager shall do its best to comply with the annual
operating budget, but both parties acknowledge that the annual operating budget is only a reasonable estimate of revenue and expenditure
which shall not be deemed to be the Manager’s guarantee of operating budget for any year. Under normal circumstances, the Client
has no right to terminate the Agreement due to the Manager’s failure to complete the annual operating budget.




 






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	9.5	The Manager shall fulfill its obligations pursuant to
this Agreement, on the premise that the Client shall pay the operating expenses and management fees to the Manager based on the
annual operating budget on time.




 


	10.	OPERATING EXPENSES




 


	10.1	The Manager shall submit the operating expenses budget
of the Project (including but not limited to employee compensation, office expenses, marketing expenses, etc.) according to the
annual business plan, which shall be borne by the Client after its confirmation.




 


	10.2	Employee compensation and office expenses




 


	10.2.1	The Manager shall submit the team structure to the Client
and be implemented after the approval of the Client within 30 days before opening of the Project.




 


	10.2.2	The Manager shall submit the employee compensation budget
and administrative and office expenses budget to the Client, which shall be paid as actually incurred upon the consent of the
Client within 5 days in every month after opening.




 






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	10.3	If the Client fails to pay the employee compensation
and office expenses to the Manager pursuant to the budget or the Agreement, all losses and consequences related to it shall be
borne by the Client. If the Manager suffers any damage due to the above-mentioned behaviors of the Client, the Client shall also
be responsible for full compensation.




 


	11.	MARKETING EXPENSES




 


	11.1	Marketing refers to introducing the Project’s
features and advantages to the target consumers, improving the influence and attractiveness of the Project and achieving the growth
of sales and rental, via advertising and finding what consumers’ demand.




 


	11.2	The Manager shall submit the marketing expenses budget
within 30 days before the end of each year.




 


	11.3	After the marketing expenses in the annual operating
budget is confirmed by the Client, the Client shall pay them to the third party as actually incurred. If the Client fails to pay
the marketing expenses confirmed by itself on time, the Manager may make the payment on behalf of the Client, the Client shall
ratify and undertake these expenses. If something unforeseen occurs beyond the budget, the Manager shall declare the expense as
actually incurred and the Client shall pay after confirmation.




 


	12.	ASSET REPLACEMENT EXPENSES




 


	12.1	Asset replacement means improvement or replacement of
property, machine and equipment, and other capital goods of the Project, in order to keep the Project operating and competitive
in the market.




 


	12.2	If the Manager needs to replace assets, it shall make
a written declaration to the Client 3 days in advance, and the expenses shall be paid and borne by the Client after the Client’s
confirmation. The Client shall reply within 5 days once receiving the Manager’s written declaration. If the Client fails
to give any written reply within the required time, it will be deemed to make written confirmation of the declaration, the Manager
may make the payment on behalf of the Client, the Client shall ratify and undertake these expenses.




 


	12.3	If the Client does not approve the Manager’s written
declaration of asset replacement expenses, or fails to pay them after approval, all losses and consequences related to them shall
be borne by the Client.




 


	13.	EXPENSES OF ATTRACTING INVESTMENT (tenants) SERVICE




 


	13.1	Before the official opening, the service fee for the
investment attraction completed by the Manager is twice as the monthly rent. The investment attraction service fee (attracting
tenants to the Project) shall be one monthly rent if the reare shops adjustment happened after opening of the Project.




 






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	13.2	The deadline of payments for the investment attraction
service fee:




 


The
Client shall pay 60% of the investment attraction service fee to the Manager within 10 business days after the tenants sign lease
agreements and have paid the agreed deposit or first rent and other fees in the full amount.


 


The
Client shall pay the 20% of the investment attraction service fee to the Manager upon opening of the Project.


 


The
Client shall pay the 20% of the investment attraction service fee to the Manager after one month has accrued from the opening
of the Project.


 


A
total of 40% of investment attraction service fee shall be used as the performance margin. If the Manager fails to reach 90% of
signing rate of the investment attraction within one month since the opening of the Project, then the 40% of the investment attraction
service fee shall be unconditionally forfeited.


 


	13.3	If the lease agreement is terminated in advance due
to the tenants’ reasons within one month since signing it, then the Manager shall refund the tenant’s investment attraction
service fee; The investment attraction service fee for the second investment attraction of the shop shall be paid pursuant to
this Agreement during the term of the Agreement




 


	14.	STANDARD OF MANAGEMENT FEE




 


	14.1	The management fee charged by the Manager is RMB 200,000
Yuan per month from the effective date of this Agreement to the previous day of opening; The management fee shall be charged according
to the actual days if less than a month before the opening.




 


The
management fee charged by the Manager is RMB 300,000 per month from the opening day.


 


The
total revenue incentive mechanism is set in every month, and the implementation measures are as follows: monthly gross revenue
is recognized annually, after the monthly gross revenue is recognized, the full monthly management fee will be paid if the target
is completed. If it is not completed, the monthly management fee will be paid according to the completed proportion. If the scheduled
annual gross revenue is completed, the monthly management fee deducted before shall be paid, and 10% of the excess amount will
be paid as the management incentive.


 






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	14.2	The Client shall fund the basic management fee of the
current month into the account designated by the Manager within the first 5 days of each month




 


	14.3	If the Client is unable to pay the management fee at
the appointed time of the Agreement, the Client shall pay the Manager liquidated damages of 0.5% of the management fee. Meanwhile,
the Manger shall have the right to terminate the Agreement until the Client pay the management fees and liquidated damages, and
all losses caused shall be borne by the Client.




 


	15.	TAX




 


	15.1	The Client and the Manager shall undertake the taxes
and dues pursuant to Tax Law of the People’s Republic of China and relevant regulations within the term of this Agreement.




 


	15.2	If the parties fail to pay the tax payable within the
statutory time limit, they shall undertake all the responsibilities arising therefrom.




 


	16.	INSURANCE COMPENSATION




 


	16.1	The Client hereby confirms that the Client and the tenants
are responsible for the insurance of the Project, and the Manager shall not be liable for any loss of the Project within the term
of the Agreement.




 


	16.2	The Client shall be responsible for the property invested
by the Client, the insurance of equipment and facilities and the public liability insurance of this Project. The insurance type
and amount shall be borne by the Client, with the principle that the operation of the Project is not affected by unexpected events.




 


	16.3	The Client shall handle the above insurance procedures
within 15 days before the opening of the Project and submit relevant materials to the Manager.




 


	16.4	The commodity insurance of the tenants’ shops
in this Project is insured by the tenants designated by the Client. The types and amount of insurance shall be based on the principle
that the normal operation of the stores would not be affected by any accidents and shall be confirmed in the provisions of the
lease agreement.




 


	16.5	The Client hereby confirms that if the damage caused
by the accident was not or was not fully compensated by insurance due to the reasons of Client or the shop itself, the Manager
shall not be liable for any compensation.




 


	17.	CONFIDENTIALITY CLAUSES




 


	17.1	To carry out this Agreement, the Manager shall be obliged
to keep confidentiality of all the relevant documents, materials, drawings, information, software and other relevant information
provided by the Client, and shall take all reasonable measures to keep the above materials from being distributed, transmitted,
disclosed, copied, abused and contacted by unrelated persons.




 






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	17.2	The various forms of documents, materials, drawings,
information, software and other materials provided by the Manager are only used internally by the Client for the purposes of the
Project. The Client is obliged to be responsible for confidentiality and shall take all reasonable measures to keep the above
materials from being distributed, transmitted, disclosed, copied, abused by unrelated persons.




 


	18.	FORCE MAJEURE




 


	18.1	If any party fails to fulfill any of its obligations
required in this Agreement due to war, administrative control, financial policies, terrorist incidents, severe fires, typhoons,
earthquakes, floods, epidemics and other unforeseen, unavoidable and insurmountable force majeure events, then the affected party
shall immediately notify the other party of the occurrence of the force majeure event by fax and provide the other party by express
with a certificate of the occurrence of the force majeure event issued by the competent authority or intermediary agency within
14 days after the occurrence of the force majeure event. During the event of force majeure, the affected party shall make its
best efforts to take immediate and reasonable measures to minimize the impact and damage.




 


	18.2	The affected party shall not be liable for the delay
or failure to fulfill the obligations caused by force majeure events. However, the affected party shall inform the other party
in this Agreement of the end or elimination of the force majeure event by fax as soon as possible.




 


	18.3	When the event of force majeure is terminated or its
influence is eliminated, both parties shall immediately continue to perform their obligations and the term of the Agreement shall
be postponed accordingly. If the impact of the force majeure event lasts for more than 180 days, the parties should reach an agreement
through negotiation. If the agreement cannot be entered into, it shall be submitted to the court for settlement pursuant to the
provisions of article 20 of the Agreement.




 


	19.	TRANSFERING




 


	19.1	Except for the affiliated companies, any party has no
right to transfer any rights or obligations in the Agreement to a third party without the prior written consent of the other party.
(In this Agreement, the affiliated companies refer to companies that own 51% or more of the voting shares or equity directly or
indirectly, legally or beneficially, or companies directly or indirectly hold 51% or more of voting shares or equity of the parties.)




 


	19.2	If the Client plans to transfer all or part of the asset
management rights of the Project to a third party, the Client shall send a written notice to the Manager at least 30 days in advance
and provide the Manager with the information of the transferee. After receiving the notice and the relevant transferee’s
information: 1) the Manager has the right to choose to unilaterally terminate this Agreement without any liability for breach
of Agreement, and shall inform the Client in writing within 15 days; 2)When the Client’s transferee makes commitment to
continue to perform all the rights and obligations under this Agreement, and the Manager has not informed the Client in writing
to terminate this Agreement, then the Client’s transferee has the right to continue to perform this agreement.



 






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	19.3	If shareholders of the Client sell, remise or transfer
its equity to a third party, the Client shall notify the Manager in writing within 10 days prior to the occurrence of the above
acts. If shareholders of the Client sell, remise or transfer more than 50% of the equity to a third party, the Manager has the
right to terminate the agreement unilaterally and not to assume any liability for breach of the Agreement.




 


	20.	LIABILITY FOR BREACH OF THE AGREEMENT




 


	20.1	Unless the Agreement otherwise requires, if one party
fails to abide by the Agreement and fails to perform the obligations and responsibilities under this Agreement, the other party
shall inform the defaulting party in writing and request the defaulting party to correct the breach of Agreement within 7 days
after receiving the written notice. If the defaulting party fails to take any effective remedial measures within the regulated
time, the other party has the right to terminate the Agreement and wait for the defaulting party to rectify the breach of Agreement
and resume the performance of the Agreement, if the defaulting party fails to take any effective measures within 15 days after
receiving the written notice, the other party shall have the right to terminate the Agreement in advance. After the Agreement
is terminated, the defaulting party shall pay all losses suffered by the observant party due to defaulting’s breach of Agreement.




 


	20.2	If either party of the Agreement requests termination
of the Agreement without any reason, it shall pay the other party compensation related to termination. The compensation is a 12-month
management fee (the monthly management fee is the average of the management fees incurred in the past 6 months) or half of the
total management fee from the termination date of the Agreement to the expiration date of the Agreement. The larger one will prevail.




 


	20.3	If the Project cannot be operated normally due to the
reasons of the Client, including but not limited to: the Manager cannot manage the Project normally resulting from restrictions
on operating conditions and restrictions on the management personnel’s authority, the Manager shall not be liable for breach of
Agreement by the Client. In the event that the above-mentioned incident has not been properly resolved within one month after
it occurs, the Manager has the right to terminate this Agreement in advance without any liability. If the agreement is terminated
due to the above reasons, the Client shall pay all outstanding payments, including management fees and termination compensation
(the amount of the termination compensation shall be implemented pursuant top rovision of 20.2), and shall comply with the termination
requirements specified in this Agreement.




 






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	20.4	The Manager shall not be liable for breach of Agreement
of the Client due to abnormal operation and the management of the Project resulting from the reasons of. government or other third
party (including but not limited to municipal maintenance, road construction, public security, etc.). In the event that the above-mentioned
incident has not been properly resolved within two months after it occurs, the Manager has the right to terminate this Agreement
in advance without any liability. Termination of the Agreement for the above reasons does not alleviate or exempt the Client of
the obligation to pay all management fees payable.




 


	20.5	Any action by either party to the breaching party that
does not take the action of the enforcement of right may not be considered as a waiver of the right to take action against the
breach or any subsequent breach of Agreement by the other party.




 


	20.6	Within the term of the Agreement and within 5 years
after the expiration of the Agreement, the Client shall not employ the employees (including employees who have been exchanged
or dismissed) assigned by the Manager, otherwise the Client shall compensate the Manager for the losses related to this.




 


	20.7	At the termination of this Agreement, if one party remains
uncompensated for breach due to another party’s violation of this Agreement, if the events happened before the termination,
both sides still have the same rights as the before the termination of this Agreement.




 


	21.	APPLICABLE LAW AND RESOLUTION OF DISPUTE




 


	21.1	The conclusion, validity, interpretation, performance
and settlement of disputes of this Agreement are governed by the People’s Republic of China.




 


	21.2	All disputes arising out of or in connection with the
implementation of this Agreement shall be settled through friendly negotiation. If the negotiation cannot be resolved, both parties
may bring an arbitration to the Beijing Arbitration Commission and the results of the arbitration shall be binding on both parties.




 


	22.	NOTIFICATION




 


	22.1	Any written notice or correspondence related to the
execution of this Agreement shall be sent by express mail or by specially-assigned person ,
or by registered mail, prepaid postage or by fax. The above notice or correspondence shall be sent to the following address. Unless
the Agreement otherwise requires ,the notice shall be deemed to have been arriving at the address, if following situation happens:
1)It is delivered by a special person, when it is sent to the address of the relevant party; 2)when the notice is delivered by
fax, the fax is sent and the transmission report indicates that all faxes have been accepted by the recipient, 3)if the registered
mail or express delivery is delivered, it is the third day from the date of delivery of the mail.




 






    15


     


    

 


The
Client: Jintou Qiangjing Commercial Investment (Wuhan) Co., Ltd


 


Address:
Room 3103, 31/F, Rongzhong Guoji, Building 1, 889 Luoyu Road, Donghu High-tech Development Zone, Wuhan, Hubei, China


 


Recipient:
Lian Meng


 


Telephone:


 


E-mail:


 


The
Manager: Wuhan Tony Fun Commercial Management Co., Ltd


 


Address
:Room 19-6, Building A, Optical Valley Center Garden, 889 Luoyu Road, Donghu High-tech Development Zone, Wuhan, Hubei, China


 


Recipient:
Jing Liu


 


Telephone:


 


E-mail:


 






    16


     


    

 


23.
OTHERS


 


	23.1	This Agreement comes into effect after being signed
by the authorized representatives of both parties and sealed by the both companies.




 


	23.2	This Agreement is in the form of four (4) copies. Each
of Party A and Party B is responsible for two (2) copies and has the same legal effect.




 


	23.3	The appendix to this Agreement (if any) is an integral
part of this Agreement and has the. same legal effect as this Agreement. If the appendix is inconsistent with the body of this
Agreement, the body of this Agreement shall control.




 


	23.4	Any additions or modifications to the provisions of
this Agreement shall be made in the form of supplements or confirmations, and signed by the authorized representatives of both
parties and sealed by the company. These supplements and confirmations form an integral part of this Agreement, and have the same
legal effect as the Agreement. In the event of any inconsistency between the Supplements or the Confirmations and the interpretation
of the same matter in this Agreement, the Supplements or Confirmations shall control.




 


	23.5	Any party shall not transfer any rights and obligations
under the Agreement to a third party without the prior written consent of the other party




 


	23.6	This Agreement, on the date of signing, supersedes all
oral, written and other forms of commitments reached by the parties under the provisions of this Agreement.




  


No
Text Below


 






    17


     


    

 


This
page is the signature and seal page of the “Entrusted Operating Agreement of Wuhan Optics Valley International Plaza”
for both parties.


  


Party
A (seal): Jintou Qiangjing Commercial Investment(Wuhan) Co., Ltd.


 


Signature
of Legal Representative: Xiaoru Liu


 


Date
June 6, 2019


  


Party
B (seal): Wuhan Tony Fun Commercial Management Co., Ltd.


 


Signature
of Legal Representative: Zhiqiang Han


 


Date:
June 6, 2019


 


 


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