Exhibit
10.22


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED


 


Supplementary
Agreement of Acquisition Framework Agreement


 


September
28, 2020


 




    1


     


    

 


Supplementary
Agreement of Acquisition Framework Agreement 


 


The
Supplementary Agreement of Acquisition Framework Agreement (“this agreement”) is signed by the following parties in
Nanshan District, Shenzhen on September 28, 2020:


 


VIYI
Technology INC. (“VIYI Technology”)


 


Office
address: 502 Unit Building 3 Yirantiandiju Nanshan District Shenzhen Guangdong Province


 


ABLE
PEAK SERVICES LIMITED (“ABLE PEAK”)


 


Office
address: Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Island


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED “FE-DA ELECTRONICS”


 


It
contains the subsidiary VIYI Technology and affiliated VIYI Technology unless the context otherwise requires.


 


Office
address: 180 PAYA LEBAR ROAD10-01 YI GUANG FACTORY BUILDING


 




    2


     


    

 


Whereas
VIYI Technology intends to purchase FE - DA ELECTRONICS, and FE - DA ELECTRONICS is willing to accept the acquisition of VIYI
Technology. In accordance with the relevant laws and regulations, the parties reach the supplementary agreement of Acquisition
Framework Agreement on the acquisition through friendly negotiation for mutual compliance:


 


The
acquisition includes the following performance and profit bets:


 


1.
VIYI Technology purchases 100% equity of FE - DA ELECTRONICS with USD 35 million, and after transfer, FE - DA ELECTRONICS becomes
the wholly-owned subsidiary of VIYI Technology.


 


2.
Whereas the actual value of FE - DA ELECTRONICS is reflected on the corporate performance, VIYI Technology shall have the right
to require ABLE PEAK to compensate the company twice the margin of the net profit commitment if the bet fails, so as to promote
it to complete the net profit commitment in the next three years.


 


(1)
All the parties agree that the first day of January of the second year following the equity change date shall be the commencement
date of the performance commitment. The first year is defined as a year from the first day of January of the second year after
the equity change to the 31st day of December of the next year, and so on.


 


(2)
All the parties agree that the performance net profit betting commitment is three years. The operating net profit betting commitment
after contributing to the audit of VIYI Technology: the annual net profit for the first year is USD 3 million; the annual net
profit for the second year is USD 6 million; the annual net profit for the third year is USD 9 million.


 


(3)
All the parties agree that the performance bet net profit for the first year is USD 3 million, and after achieving the betting
performance, VIYI Technology will pay the second acquisition payment of USD 6 million to the designated account of the original
shareholder ABLE PEAK SERVICES LIMITED on March 31, 2022. If the bet net profit USD 3 million is not achieved, the difference
will be repaid by PEAK to VIYI Technology at the rate of 2 times of the difference.


 


(4)
All the parties agree that the performance bet net profit for the second year is USD 6 million, and after achieving the betting
performance, VIYI Technology will pay the third acquisition payment of USD 6 million to the designated account of the original
shareholder ABLE PEAK SERVICES LIMITED on March 31, 2023. If the bet net profit USD 6 million is not achieved, the difference
will be repaid by PEAK to VIYI Technology at the rate of 2 times of the difference.


 


(5)
All the parties agree that the performance bet net profit for the third year is USD 9 million, and after achieving the betting
performance, VIYI Technology will pay the fourth acquisition payment of USD 8 million to the designated account of the original
shareholder ABLE PEAK SERVICES LIMITED on March 31, 2024. If the bet net profit USD 9 million is not achieved, the difference
will be repaid by ABLE PEAK to VIYI Technology at the rate of 2 times of the difference.


 




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3.
After signing this agreement, FE - DA ELECTRONICS shall fully cooperate to complete the net profit commitment within the three-year
performance betting period. In any case, the maximum compensation of ABLE PEAK will not exceed the sum of the above three years’
performance commitments or the total double compensation amount of USD 20 million.


 


This
agreement shall be written in Chinese. This agreement is in triplicate with each party holding each copy respectively, which shall
have the equal legal effect after being signed.


 


(There
is no text below, which is the signature page)


 




    4


     


    

 


It
is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


For
and on behalf of


 


VIYI
Technology Inc.


 


 


 


Audorized
Signature(s)


 


VIYI
Technology INC. (seal)


 




    5


     


    

 


It
is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


 


 


ABLE
PEAK SERVICES LIMITED (seal)


 




    6


     


    

 


It
is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


 


 


FE-
DA ELECTRONICS COMPANY PRIVATE LIMITED (seal)


 


 


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