Exhibit 10.12


 


Juhao Mall Marketplace and Service Agreement


 


Party A: Shanghai Juhao Information
Technology Co., Ltd.


 


Address: 2nd Floor, No. 285 Jiangpu
Road Yangpu District, Shanghai, 200082


 


Contact person: Shaowei Wu


 


Telephone: +86 021-6568 0180 +86 0512-5248
0358


 


EMAIL: 


 


Party B:


 


Address:


 


Contact Person:


 


Telephone:


 


Email:


 


In accordance with the
contract law of People’s Republic of China and relevant laws and regulations, Party A and Party B have reached the following purchase
and sales agreement (hereinafter referred to as “Agreement”) through friendly negotiation.


 


Definition 


 


1.1 The term “Marketplace”
in this agreement refers to that Party B’s store opened on Party A’s online platform and selling its products (hereinafter
referred to as “online store”), and Party B shall be responsible for settling stores, sales, inventory management, express
transportation and after-sales services; Party A will assist Party B to settle stores and sell its products and charge relevant
service fees.


 


1.2 Party A’s online
platform referred in this agreement shall be the e-commerce shopping platform of Party A (www.1juhao.com).


 


2. Cooperation



 


2.1 Party B shall be
responsible for the sales of its products in its online store, and the sales price shall be determined by Party B. In principle,
the sales price shall not be lower than the minimum price attached.


 






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2.2 Party B shall guarantee
sufficient inventory and give priority to the supply of products in the online store on Party A’s online platform.


 


2.3 The name, brand,
model and expected price of the specific products to be sold by Party B in its online store are detailed in Annex 3.


 


2.4 If Party B’s customers
make payment through Party A’s online platform, Party A is obliged to pay the received payment to Party B every month according
to the payment method agreed in this agreement.


 


3. Payment Method


 


3.1 Both parties agree
the following terms of payment


 


It shall be settled
once a month, that is, from the 1st to 31st of the next month, the total amount of payment for products sold
in the previous month shall be listed and provided on the 9th. After the verification of the list and the amount, Party
A shall settle the outstanding payment received from Party B’s customers on Party A’s platform.


 


The amount shall be
subject to the final data of Party A’s platform.


 


3.2 If the settled products
are returned, Party A will refund the online customers, and the corresponding payment for the returned products will be deducted
from the payment for products to be paid late on.


 


3.3 Unless otherwise
specified, the payment (including liquidated damages, compensation, refund, etc.) between the two parties under this Agreement
shall be remitted to the bank account of the other party by wire transfer.


 


3.4 In order to ensure
the timely handling of after-sales product disputes and customer complaints, Party A shall collect RMB 5,000 quality deposit for
customer dispute and compensation in the process of this cooperation; if there are no customer complaints and quality problems
in the cooperation process, Party A will refund the quality deposit to Party B after the cooperation.


 


The deposit account
number is as follows


 


Account name of Party
A: Shanghai Juhao Information Technology Co., Ltd.


 


Account bank and number:
Changyang Branch of Shanghai China Merchant Bank


 


4. Delivery and
Acceptance


 


4.1 When delivering
the products to customers, Party B shall first confirm the customer’s identity information and then deliver the products after
confirmation. After the products are delivered, Party B shall remind the customer to open the box for acceptance, and the customer
shall sign the receipt after the acceptance.


 






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4.2 If the customer
finds that the product has shortage, defective or damage, or the variety, model, specification, color, quantity, shelf life and
quality of the products is inconsistent with the order, they may reject the product on the spot. Party B shall timely reissue or
replace the product.


 


4.3 The customer shall
check and accept the variety, model, specification, color, quantity, shelf life and appearance of the products. If there are defects
or quality problems in the products, Party B shall bear the corresponding after-sales responsibilities


 


4.4 If the products
are sent to the wrong place or wrong recipient, Party B shall be responsible for the delivery of the products to the designated
correct place or the recipient, and shall also bear the losses suffered by other parties.


 


4.5 Party B shall be
responsible for the risk of product loss and damage occurring before the customer’s acceptance.


 


5. Obligations
of Party A and Party B


 


5.1 Quality
guarantee: Party B guarantees to Party A that the quality of the products it sells has met the national or international
standards, and also met the general performance requirements and use requirements of such product.


 


5.2 Right guarantee:
Party B guarantees to Party A that there will be no dispute with any third party on intellectual property rights and other rights
of the products sold on Party A’s platform; Party B shall also guarantee that the production, sales and transportation of
the products sold by Party B conform to the provisions of relevant laws and regulations.


 


5.3 Party B guarantees
that when customers receive the products, the remaining shelf life of the products shall not be less than one third of the overall
shelf life of the products and not less than three months


 


6. After Sales
Service and Support


 


6.1 Party B shall implement
the after-sale service and support of the products under this agreement in accordance with the relevant provisions of the national
laws and regulations.


 


6.2 In order to implement
the after-sales service and support of the products under this agreement, Party B shall also sign the merchant after sales service
and support agreement with Party A (Annex 2)


 






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7. Confidentiality
Clause


 


7.1 The confidential
information mentioned in this agreement include but are not limited to this agreement, any supplementary agreement and other confidential
information involved in the cooperation process. Neither party shall disclose, disseminate, edit or display the information to
any third party without the consent of the disclosing party. Both parties undertake that the confidentiality obligations under
this clause shall still survive for two years after the termination of this agreement.


 


7.2 The disclosing party
shall not be liable for the disclosure of confidential information due to the written consent of the other party and the actions
of the state administration and judicial divisions; after the confidential information becomes known to the public not due to the
breach by the receiving party, the receiving party shall not be liable.


 


8. Liability for
Breach of Agreement and Compensation


 


8.1 If the variety,
model, specification, design and color, shelf life and quality of the products delivered by Party B do not meet the requirements,
Party B shall be responsible for replacing the products according to the specific conditions of the products, and bear the expenses
arising from the replacement or return.


 


8.2 In case of personal
or property losses of the third party caused by the quality problems of Party B’s products, or Party B’s violation of its obligations
stipulated in this agreement, Party B shall bear all responsibilities, including but not limited to directly compensating the third
party, participating in litigation and compensating Party A for all losses suffered by Party A (including but not limited to compensation
for third party’s loss, reputation loss, expenses including litigation and attorney fees), to ensure that Party A will not suffer
any loss due to Party B’s breach of Agreement.


 


8.3 Party B shall do
its best to protect Party A from any loss due to Party B’s breach of the guarantee obligations. In case of any dispute arising
from Party B’s rights guarantee and obligations under this agreement, Party A shall give Party B timely notice and give reasonable
assistance to Party B in defense of such infringement claims and settlement of such disputes. Party B shall bear related cost and
compensate any expenses or losses incurred by Party A.


 


8.4 In the event that
Party A is subject to its online platform customer claims or administrative penalties by relevant government departments due to
incorrect or inaccurate product information provided by Party B, Party B shall compensate Party A for all losses suffered by Party
A due to the above reasons (including but not limited to the cost of compensating customers, litigation costs, attorney fees, government
fines, etc.), and Party B shall actively cooperate with or respond to the lawsuit on behalf of Party A, to ensure that Party A
will not suffer any loss due to Party B’s breach of agreement.


 






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If Party A misleads
customers by false or excessive publicity, resulting in customer claims or administrative penalties from relevant government departments,
Party A shall bear all losses, and Party B shall have the right to pursue Party A’s relevant responsibilities for the negative
or adverse impact on Party B’s brand.


 


8.5 If Party A fails
to make payment to Party B, Party A shall calculate the penalty for such total unpaid amount according to the current benchmark
interest rate of RMB loan issued by the People’s Bank of China and pay to Party B; if Party B fails to deliver products to customers
within 72 hours after receiving the order, Party B shall pay Party A 1 ‰ of the total amount of the undelivered products
for each day of delay.


 


8.6 The refund, withdrawal,
penalty or compensation that should be paid in accordance with this Agreement shall be paid within ten days after the responsibility
is specified; otherwise, it shall be treated as overdue payment, and the penalty shall be calculated as 2 ‰ of the amount
payable for every day of overdue. The observant party may directly deduct the above refund, withdrawal, penalty and compensation
from the payment that it is due to the other party.


 


8.7 If either party
is unable to perform its obligations under this agreement due to Force Majeure (including but not limited to: fire, explosion,
flood, earthquake, typhoon, pollution, storm, natural disasters, traffic control, rebellion, riot, domestic chaos or similar reasons
beyond the reasonable control of both parties), both parties shall not be liable for compensation.


 


9. Term


 


9.1 The term of validity
of this agreement is from______ to ______. Article 7 and Article 8 of this agreement shall not be limited by the term of this agreement.


 


9.2 Both parties shall
request not to renew or amend this agreement one month before the expiration date of this agreement; otherwise, the term of this
agreement will be automatically extended for one year.


 


10. Termination
of Agreement


 


10.1 This agreement
shall be terminated under such circumstance: 


 


1) Both parties
agree to terminate the agreement


 


2) The term of
the agreement expires and is not renewed


 


3) One party’s
delay in performing its obligations under the agreement, which results in the failure of the observant party’s purpose of this
agreement, or one party’s delay in performing its obligations under this agreement, which is still not performed within 10 days
after being notified by the observant party.


 






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4) One party has
filed an application for bankruptcy or another person has filed a bankruptcy application against such party, or entered into other
similar legal proceedings


 


5) One party’s
business situation deteriorated seriously


 


6) One party has
taken the actions of transferring property, withdrawing registered captials and evading debts


 


7) Party A shall
have the right to unilaterally terminate this agreement if Party B’s products have defects for multiple times, or has major product
quality problems led to heavy personal and property losses of customers, or Party B loses in intellectual property litigation or
other litigation related to its products.


 


10.2 After the expiration
or termination of this agreement for any reason, the rights and obligations of both parties under this agreement and its attached
documents shall be terminated immediately. However, the after-sales service terms, warranty terms, liability for breach of agreement,
intellectual property rights and confidentiality clauses, defense clauses, applicable laws provisions and other provisions that
shall continue to be valid in accordance with their nature. The termination of this agreement does not affect the right of either
party to claim for losses caused by the breach or infringement of the other party


 


11. Dispute Resolution


 


11.1 All disputes arising
from the performance of this agreement and related to this agreement shall be settled through friendly negotiation between Party
A and Party B. If negotiation fails, either party may file a lawsuit in Changshu People’s Court where this agreement is signed.


 


11.2 During the litigation
process, except for the sections of this agreement that are in dispute by the parties in the lawsuit, the remaining of this agreement
shall continue to be performed.


 


12. Miscellaneous


 


12.1 Any rights and
obligations of the parties under this agreement shall not change due to the acquisition, merger, reorganization and division of
the parties. In case of any of the above circumstances, the rights and obligations under this agreement shall be transferred to
the entity of acquisition, merger, reorganization or division. If the rights and obligations of Party A and Party B under this
agreement are respectively assumed by the separate entities of Party A and Party B, then Party A and Party B and the separate entities
of Party A and Party B shall respectively enjoy the rights and undertake obligations. Neither party shall transfer this agreement
to a third party without consent of the other party, except that Party A may transfer part or all of this agreement to its affiliated
companies or related persons due to its organizational structure adjustment.


 






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12.2 The “notice”
mentioned in this agreement may be made by telephone, telegram, fax, e-mail and any other means of communication that can let the
other party know the relevant matters.


 


12.3 This agreement
shall become effective only when it is signed with its Annex 1, Annex 2 and Annex 3. If the signing of Annex 1, Annex 2 and Annex
3 is later than the signing of this agreement, the validity of this agreement remains to be determined until the signing of Annex
1, Annex 2 and Annex 3.


 


12.4 Both parties may
change, modify and supplement the relevant contents of this agreement, and its effect is the same as that of this agreement.


 


12.5 This agreement
is made in two copies, one for each party, with the same legal effect.


 


13. Merchant Charges


 


1) Platform Service
Fee


 


5% of the monthly sales
of Party B’s online store is the fixed platform service fee of Party A’s online platform, and the specific amount shall be subject
to the payment notice.


 


2) Merchant Evaluation Period


 


1. Exemption period: The exemption
period is 3 months. For the store that is opened (store online time) on or before the 15th day of the month, the period shall start
from the first day of that month; if the store is opened (store online time) after the 15th day of the month, the period
shall start from the first day of the following month.


 


2. The first month
after the exemption period is the formal evaluation month.


 


3. Performance
appraisal fee


 


	Monthly Evaluation Metric in RMB	 	Service Fee Rate %
	 	 	 
	Sales Achieved≥100,000 	 	0
	 	 	 
	50,000<Sales Achieved<100,000	 	2.5% of the actual sales
	 	 	 
	Sales Achieve≤50,000	 	5% of the actual sales


 






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Annex to this agreement


 


Annex 1-Basic Information
Of the Merchant


 


Annex 2-After-Sale And
Support Agreement Of Merchant


 


Annex 3-Product Information
List


 


	Part A: Shanghai
Juhao Information	Party B: Technology Co., Ltd
	 	 
	seal	seal
	 	 
	date	date



 






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Annex 1-Basic Information Of the Merchant


 


Party B Basic Information


 


Company Name


 


Registered Address:


 


Legal Person:


 


Website:


 


Address/Postcode:


 


Contact Person:


 


Telephone:


 


Fax:


 


Cell Phone:


 


Email


 


Merchant Information


 


Bank Of Deposit:


 


Account Name:


 


Account Number:


 


Tax Number:


 


Contact Of Finance:


 


Telephone:


 


Fax:


 


Email:


 






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After-Sale Information Of Merchant


 


Contact Of After-Sale:


 


Address:


 


Telephone:


 


Fax:


 


Customer Service Call:


 


After Sales Precautions:


 


seal


 






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Annex 2


 


After-Sale And Support Agreement Of the
Merchant


 


1. Party B shall be responsible
for the after-sales service of all products sold on Party A’s platform, and provide after-sales service in accordance with the
requirements of the Product Quality Law of the People’s Republic of China, the Law of the People’s Republic of China
on the Protection of Consumers’ Rights and Interests, as well as other regulations, departmental rules and national mandatory
standards.


 


2. The time for Party
B to provide after-sales service shall be calculated from the date when customers sign for the relevant products.


 


3. Party B promises that
the customer can return the product unconditionally within 7 days after the customer signs for the product. If the product quality
problem is not caused by Party B, the logistics and other expenses incurred by the return shall be borne by the customer.


 


4. In case of quality
problems, Party B guarantees to provide after-sales service according to the following standards


 


	Product line(category/brand)	 	Return period	 	Exchange period	 	Warranty period
	 	 	 	 	 	 	 



 


5. Party B shall timely
replace or provide warranty service for customers within a reasonable period of time.


 


6. In case of return,
replacement and other after-sales service caused by quality problems, Party B shall bear all logistics expenses for delivery, return
or replacement of the product. If the relevant logistics expenses have been paid by the customer, Party A has the right to deduct
the corresponding amount of deposit to pay the customer.


 


7. If the product is
found to be damaged during the customer’s acceptance, Party B shall replace it with the new product of the same model or style
within the day of receiving the notice from the customer or Party A and deliver it to the address designated by the customer; if
the customer requests to return the product, Party B shall return the product to the customer.


 






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	Party A: Shanghai Juhao Information Technology Co., Ltd:	 	Party
                                         B
	 	 	 
	 	 	 
	Seal	 	Seal
	 	 	 
	 	 	 
	Date	 	Date



 




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Annex 3-Product Information List(Sample)


 


	No.	 	Brand	 	Product name	 	Retail price	 	Supply price
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


	Party A: Shanghai Juhao Information Technology Co., Ltd:	 	Party
                                         B
	 	 	 
	 	 	 
	Seal	 	Seal
	 	 	 
	 	 	 
	Date	 	Date


 


 


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