Exhibit
10.9


 


Equity
Purchase Agreement


 


Party
A (Transferor): Guangzhou Investment Capital Media Advertising Partnership (Limited Partnership)


 


Executive
Partner: Xiao Xuxu


 


Party
B (transferee): Guangzhou star Dreas Cinema Co., LTD


 


Legal
representative: Pan Yihong


 


in
view of:


 


1.
Party A is a shareholder of Guangzhou Zhongxi Juping Culture Media Co., Ltd. (“Target Company”) and holds 70% of the equity
interest of the Target Company.


 


2.
With respect to the acquisition of 49% equity interest of the Target Company by Party B from Party A (the “Equity Purchase”),
the parties entered into an the Equity Purchase Agreement (the “Original Agreement”) on September 15,2020, the Supplement
to Original Agreement on November 1, 2020 and Second Supplement to the Original Agreement on July 1, 2022.


 


3.
Due to the impact of the COVID-19 pandemic and change of circumstance, the parties cannot continue to perform their respective obligations
pursuant to such three agreements.


 


In
order to avoid disputes, whereas, parties shall, on the basis of equality, voluntary and fairness, jointly reach this Equity Purchase
Agreement (“New Agreement”) through full negotiation.


 


	1.	Equity
                                            Purchase



 


1.1
Party A agrees to transfer 49% equity interest of the Target Company to Party B, and Party B agrees to acquire such equity. Both parties
agree that the purchase price of such equity is RMB 1.5 million only (the “Total Consideration”).


 


1.2
In order to show its sincerity, Party A has changed the name of the Target Company from “Guangzhou Yisheng Juping Culture Media
Co., Ltd.” to “Guangzhou Zhongxi Juping Culture Media Co., Ltd.”. In case of early termination under Article 4 of this
Agreement, Party A shall change the name of the Target Company back to its original name.


 


	2.	Payment
                                            Method of Purchase Price and Return On Investment Payment Method



 


2.1
The Total Consideration for the equity purchase shall be paid by Party B to Party A in installments.


 


2.2
Party A and Party B confirm that as of the date of signing this Agreement, Party B has paid Party A RMB 780,290 towards the Total Consideration;
the remaining equity purchase consideration is RMB 719,710, which Party B will pay to Party A within 5 business days after the
Target Company meets the requirements of Article 4.2 hereof.


 






    	 



    	 



    

 


	3.	Equity
                                            Purchase Closing



 


3.1.
After Party B pays the Total Consideration, Party B shall have the right to appoint a director to the board of directors of the Target
Company.


 


3.2.
After Party B pays the Total Consideration, Party A shall, within 15 business days, complete the registration with Industrial and
Commercial Administration for the change of shareholder of the Target company and filing for record registration of the director designated
by Party B to the board of directors of the Target Company. Upon completion of the aforementioned registration and Party B obtains 49%
equity interest of the Target Company, it shall be deemed to complete the closing of the equity purchase transaction under this Agreement
(the “Closing”).


 


	4.	Early
                                            Termination of the Equity Purchase



 


4.1
Within 5 business days after Party B pays the Total Consideration, if Party A fails to cooperate with the industrial and commercial
registration of the change of shareholder of the Target Company, Party B shall have the right to unilaterally terminate this Agreement.


 


4.2
Party A and Party B shall jointly confirm that as of December 31,2022, the total profit of the Target Company for the year of 2022 reaching
15% of the Total Consideration, which is, RMB 225,000. If the Target Company fails to reach such total profit target on time, Party B
has the right to unilaterally terminate this Agreement.


 


4.3
Party A shall refund all the equity purchase price paid by Party B in full within 3 business days from receiving the notice of
Party B’s early termination of this Agreement.


 


	5.	Debt
                                            and Debt of the Target Company



 


Before
the completion of the Closing of the equity purchase under this Agreement, all rights and liabilities arising from the Target Company
shall be enjoyed and borne by Party A.


 


	6.	Party
                                            A Warrants



 


6.1
The Board of Directors and the shareholders’ meeting of the Target Company have approved the equity purchase transaction under
this Agreement.


 


6.2
Upon completion of the Closing of the equity purchase transaction under this Agreement, the director appointed by Party B may actually
participate in the daily operation and management of the Target Company.


 


	7.	liability
                                            for breach contract



 


If
either Party A or Party B violates this Agreement and damages the legitimate rights and interests of the other party due to its respective
debt issues, the breaching party shall promptly indemnify the non-breaching party for all losses (including direct losses and indirect
losses), and pay the non-breaching party liquidated damages equal to 5% of the Total Consideration hereunder.


 






    	 



    	 



    

 


	8.	Dispute
                                            Resolution



 


This
Agreement is subject to and is construed by the relevant laws of the People’s Republic of China. Any dispute arising from or in
connection with this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party
shall have the right to file a lawsuit with the people’s court where Party B is located.


 


		9.	Other



 


9.1
From the date of signing this Agreement, the Original Agreement, Supplement to Original Agreement and Second Supplement to Original Agreement
shall be automatically terminated. All matters related to the purchase of the equity shall be subject to the provisions of this Agreement.


 

9.2 This Agreement is the final equity purchase agreement of both parties for the Target Company and shall is binding on both parties.


 

9.3 This Agreement is made in duplicate, with each party holding one copy. This Agreement shall come into force upon being signed and
sealed by both parties.


 


Party
A: Guangzhou Investment Bide Media Advertising Partnership (limited partnership)


(affix
one’s seal)


 


Executive
Partner: Xiao Xuxu


 


sign:
_________


 


Party
B: Guangzhou star Dreas Cinema Co., LTD


 


(affix
one’s seal)


 


Legal
representative: Pan Yihong


 


sign:
_________


 


Date:
October 18, 2022