Exhibit 10.14


 





 



 


CALL OPTION AND COOPERATION AGREEMENT


Regarding


Shanghai Muliang Industrial Corp.


 





 



 


among


 


Lirong Wang & Zhongfang Wang


 


and


 


Shanghai Mufeng Investment
Consulting Corp.


 


and


 


Shanghai Muliang Industrial
Corp.


 


February 10, 2016


 




     


     


    

 


Call Option and Cooperation Agreement


 


This Call Option and Cooperation Agreement (the “Agreement”)
is entered into in Shanghai, the People’s Republic of China (the “PRC”) as of this February 10, 2016 
by and between the following parties:


 


I. Lirong Wang,
a PRC citizen with ID Card number [310228197206153013] owns 95% shares of Shanghai Muliang Industrial Corp.;


 


Zhongfang Wang, a PRC citizen
with ID Card number [310228194611043017] owns 5% shares of Shanghai Muliang Industrial Corp.;


(hereinafter referred to as the “Existing Shareholders”)


 


	II.	Shanghai Mufeng Investment Consulting Corp. (hereinafter
referred to as “WFOE”)



Registered address:      中国(上海)自由贸易试验区富特北路 379 号二层 203 室; and




 


	III.	Shanghai Muliang Industrial Corp. (hereinafter referred
to as “SMI”)





Registered address:      上海市金山区枫泾镇一号桥北堍
2 号 14 号厅
18 室.


 


(In this Agreement, the above-mentioned parties are collectively
referred to as the “Parties” and individually as a “Party”)


 


Whereas:


 


I. The Existing Shareholders are the enrolled shareholders of SMI and lawfully holds all equities of SMI.




 


II. WFOE is a limited
liability company duly incorporated and validly existing in PRC, and it is an important partner of SMI providing technical support, consultancy
and other relevant service for it.


 


III. The Existing
Shareholders agree to exclusively grant the WFOE with an irrevocable call option (the “Call Option”), pursuant to which
and to the extent permitted by PRC laws, the Existing Shareholders shall, at the request of WFOE, transfer the Option Equity (as defined
below) to WFOE and/or any other entity or individual designated by WFOE in accordance with this Agreement.


 


IV. SMI agrees that
the Existing Shareholders may grant to WFOE the Call Option in accordance with this Agreement.


 


 V. WFOE agrees to cooperate with the Existing Shareholders and SMI according to this Agreement.




 


THEREFORE, the Parties have reached the following agreement
upon mutual consultation:


 


Section 1. Definition


 


1.1 Unless otherwise
required by the context, the following terms in this Agreement shall have the following meanings:


 


“PRC Law” means the laws, administrative
regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People’s
Republic of China then in effect.


 


“Option Equity” shall mean, in respect of
the Existing Shareholders, all their equity shares in the registered capital of SMI, which is 100% of the registered capital of SMI.


 


“Transferred Equity” shall mean the equity
of SMI which the WFOE has the right to require the Existing Shareholders to transfer to it or its designated entity or individual when
the WFOE exercises its Call Option (the “Exercise of Option”) in accordance with Section 3.2 herein, and the amount
thereof may be whole or part of the Option Equity and the specific amount thereof may be determined by the WFOE according to the PRC Laws
then in effect and the its own business condition.


 




     


     


    

 


“Transferring Price” shall mean all consideration
to be paid by the WFOE or its designated entity or individual to the Existing Shareholders in order to obtain the Transferred Equity upon
each Exercise of Option.


 


“SMI Assets” shall mean all tangible or
intangible assets which SMI owns or has the right to use during the term of this Agreement, including but not limited to any immovable
or moveable assets, and trademarks, copyrights, patents, know-how, domain names, software use right and other such intellectual properties.


 


“Material Agreements” means those agreements
signed by SMI as a party thereto, and having material influence on the business or assets of SMI (including but not limited to the Exclusive
Technical Support and Service Agreement and other agreements in relation to SMI’s business).


 


 1.2 Reference to any PRC Law herein shall be construed as including references to:




 


(i) the revise, amendment, supplement and reenactment
of such law, irrespective of whether they come into force prior or after the formation of this Agreement; and


 


(ii) other decisions, notices
or regulations enacted in accordance therewith or effective as a result thereof.




 


1.3 Unless otherwise
stated in the context herein, references to any clause, item or paragraph shall refer to the relevant part of this Agreement.


 


Section 2. Grant of Call Option


 


2.1 The Existing Shareholders
hereby agree to irrevocably and unconditionally grant the WFOE an exclusive call option, pursuant to which the WFOE shall be entitled
(to the extent permitted by PRC laws) to request the Existing Shareholders to transfer the Option Equity to the WFOE and/or its designated
entity or individual in accordance with the terms and conditions hereunder. WFOE also agrees to accept such Call Option.


 


2.2 SMI hereby
agrees that the Existing Shareholders may grant WFOE with such Call Option in accordance with Section 2.1 and other provisions of this
Agreement


 


Section 3- Method for Exercise
of Option


 


3.1 To the extent
permitted by PRC Law, WFOE shall have the absolute discretion on determining the specific time, method and times of its Exercise of Option.


 


3.2 If the PRC Law
then in effect permits the WFOE and/or other entity or individual designated by it to hold all equities of SMI, the WFOE shall have the
right to exercise all of its Call Option by a single Exercise of Option, and the WFOE and/or its designated entity or individual will
accept all Option Equity from the Existing Shareholders on a one-time basis. If the PRC Law then in effect only permits the WFOE and/or
other entity or individual designated by it to hold part of SMI’s equities, the WFOE shall have the right to determine the amount
of Transferred Equity within the upper limit of shareholding ratio set out by the PRC Law (the “Shareholder Limit”),
and the WFOE and/or its designated entity or individual will accept such amount of the Transferred Equity from the Existing Shareholders.
In the latter case, the WFOE shall be entitled to exercise its Call Option at multiple times in line with the gradual raise by the PRC
Law in the Shareholding Limit, so as to eventually obtain all Option Equity.


 


3.3 At each Exercise
of Option, the WFOE shall have the right to determine the amount of Transferred Equity to be transferred by the Existing Shareholders
to the WFOE and/or any other entity or individual designated by it in such Exercise of Option, and the Existing Shareholders shall transfer
the such amount of Transferred Equity as required by the WFOE to the WFOE and/or its designated entity or individual. WFOE and/or its
designated entity or individual shall pay Transferring Price to the Existing Shareholders in respect of the Transferred Option accepted
by it in each Exercise of Option.


 


3.4 In each Exercise
of Option, the WFOE may accept the Transferred Option by itself, or designate any third party to accept all or part of the Transferred
Equity.


 




    2


     


    

 


3.5 After the WFOE
has made its decision on each Exercise of Option, it shall serve a notice to the Existing Shareholders stating its intention of exercising
Call Option (the “Exercise Notice”, the form of which is set out in Appendix 2 hereto). The Existing Shareholders shall,
upon receipt of the Exercise Notice, forthwith transfer the Transferred Equity in accordance with the Exercise Notice to the WFOE and/or
its designated entity or individual in such method as specified in Section 3.3 herein.


 


3.6 The Existing Shareholders
undertakes and guarantees that, once the WFOE issued the Exercise Notice, it shall:


 


(i) immediately
enter into an equity transfer agreement with the WFOE and/or other entity or individual designated by WFOE for transfer of all the Transferred
Equity to the WFOE and/or such designated entity or individual;


 


(ii) offer
necessary support to the WFOE (including providing and signing all relevant legal documents, processing all formalities for governmental
approval and/or registration, and bearing all relevant obligations) in accordance with the requirements of laws and regulations, so as
to enable the WFOE and/or its designated entity or individual to obtain all Transferred Equity free from any legal defect; and


 


(iii) immediately
take all necessary actions (including but not limited to, delivering the official seal, business license, books of accounts and originals
of other certificates and licenses of SMI to the WFOE and/or its designated entity or individual) to enable the WFOE and/or its designated
entity or individual to obtain the actual control over SMI.


 


3.7 At the same time
of executing this Agreement, the Existing Shareholders shall sign a power of attorney (the form of which is set out in Appendix 2 hereto,
hereinafter referred to as the “Power of Attorney”) to authorize any person appointed by the WFOE to sign on behalf
of the Existing Shareholders any and all legal documents, so as to ensure that the WFOE and/or its designated entity or individual may
obtain all Transferred Equity free from any legal defect. Such Power of Attorney shall be delivered to and kept by the WFOE, and, if necessary,
the WFOE may request the Existing Shareholders to execute multiple copies of the Power of Attorney at any time and submit such Power of
Attorney to relevant governmental authorities.


 


Section 4. Transferring Price


 


At each Exercise of Option by the WFOE, all the Transferring
Price to be paid by the WFOE or its designated entity or individual to the Existing Shareholders shall be the amount of the net assets
value of SMI in correspondent to the Transferred Equity as of the date of transfer (the “Correspondent Amount”). If
the PRC Law provides any compulsory requirements on the Transferring Price then, which causes that the Transferring Price must be higher
than the Correspondent Amount mentioned in the preceding sentence, the WFOE and/or its designated entity or individual shall be entitled,
according to PRC Laws, to choose the lowest price permitted by the PRC Laws as the Transferring Price. Subject to all applicable laws
and regulations, differences (if any) between the Transferring Price and the Correspondent Amount shall be given to SMI.


 


Section 5- Representations and
Warranties


 


5.1 The Existing Shareholders
hereby represent and warrant as follows, and such representations and warranties shall be continually effective as if made at the time
of transferring the Transferred Equity:


 


5.1.1 The
Existing Shareholders are PRC citizen with full capacity. The Existing Shareholders have full and independent legal status and legal capacity
to execute, deliver and perform this Agreement, and may act independently as a litigant party.


 


5.1.2 The Existing Shareholders have full
power and authorization to execute and deliver this Agreement as well as other documents relating to the transaction contemplated
hereunder and to be executed by him.


 




    3


     


    

 


5.1.3 This
Agreement is duly executed and delivered by the Existing Shareholders and constitutes legal and binding obligations on the part of the
Existing Shareholders. It is enforceable against him in accordance with its terms and conditions.


 


5.1.4 When
this Agreement comes into force, the Existing Shareholders are the lawful owner of the Option Equity, and the Option Equity is free of
any lien, pledge, claim and other encumbrance or third-party rights other than those rights created by this Agreement, the Equity Pledge
Agreement and the Exclusive Technical Consulting and Service Agreement between the Existing Shareholders and the WFOE. Pursuant to this
Agreement, the WFOE and/or its designated entity or individual may, upon Exercise of Option, obtain the proper title to the Transferred
Equity free from any lien, pledge, claim and other encumbrances or third party rights.


 


 5.2 SMI hereby represents and warrant as follows:




 


5.2.1 SMI
is a limited liability company duly incorporated and validly existing under the PRC Law and has an independent status as a legal person.
SMI has full and independent legal status and legal capacity to execute, deliver and perform this Agreement, and may act independently
as a litigant party.


 


5.2.2 SMI
has the full power and authorization to execute and deliver this Agreement as well as other documents to be signed by it in relation to
the transaction contemplated herein, and it has full power and authorization to complete the transaction hereunder.


 


5.2.3 This
Agreement is duly executed and delivered by SMI and constitutes legal and binding obligations on it.


 


5.2.4 The
Existing Shareholders are the only enrolled lawful shareholders of SMI as of the effective date hereof. Pursuant to this Agreement, the
WFOE and/or its designated entity or individual may, upon Exercise of Option, obtain the proper title to the Transferred Equity free from
any lien, pledge, claim and other encumbrances or third-party rights.


 


Section 6. Undertakings by the
Existing Shareholders


 


The Existing Shareholders hereby undertake as follows:


 


6.1 Within the term
of this Agreement, the Existing Shareholders shall not (unless and until it has informed the WFOE thereof and obtained the prior written
consent from WFOE, or it is subject to a compulsory requirement provided by law):


 


6.1.1 transfer
or otherwise dispose of any Option Equity or create any encumbrance or other third-party rights on any Option Equity;


 


 6.1.2 increase or decrease the registered capital of SMI;




 


 6.1.3 declare the distribution of or actually distribute any distributable profits, dividends or bonus shares;




 


 6.1.4 agree or causes the merger or division of SMI;




 


6.1.5 directly
or indirectly hold any equity in, or become the director or employee of, or provide any services (save for services in the ordinary business
course of SMI) for entities engaging in any business that is similar to or competing with SMI;


 


 6.1.6 cause SMI to be terminated, liquidated or dissolved; and




 


 6.1.7 amend the articles of association of SMI.




 


6.2 Within the term
of this Agreement, the Existing Shareholders must ensure that SMI is in compliance with its undertakings specified in Section 7.1 below.


 




    4


     


    

 


6.3 During the term
of this Agreement, the Existing Shareholders shall make his best efforts to develop SMI’s business and ensure that the business
operation of SMI is legal and consistent to the regulations. The Existing Shareholders shall not engage in any actions or inactions which
may (i) harm SMI Assets or reputation of SMI, or (ii) affect the validity of those certificates, licenses or qualifications necessary
for SMI’s various businesses. When the Existing Shareholders cease to be shareholders of SMI, it shall cause its successor to accept
in writing the rights and obligations hereunder with equal validity.


 


Section 7- Undertakings by SMI


 


7.1 SMI hereby undertakes
that, within the term of this Agreement, it shall not (unless it has obtained the prior written consent of WFOE or is subject to any compulsory
provisions of laws):


 


 7.1.1 dispose of any SMI Assets (other than in the ordinary business course);




 


7.1.2 dispose
of in any way its operation rights and/or profit-sharing rights in connection with any of its business other than in the ordinary course
of business;


 


7.1.3 terminate
any Material Agreements signed by it or enter into any other agreements in conflict with the existing Material Agreements;


 


7.1.4 lend
or borrow any loan, or provide any guarantee or any other forms of security, or bear any substantial obligations other than in the ordinary
business activity;


 


 7.1.5 purchase or invest in any entity;




 


7.1.6 deposit
or permit any capitals of SMI to be deposited in the account of any other entities or individuals (save for the temporary situation arising
out of the ordinary business course); and


 


7.1.7 incur
any liabilities or contracts with an amount exceeding RMB500,000 (other than in the ordinary business course).


 


7.2 If any consent,
permission, waiver or authorization by any third party, or any governmental approval, license, exemption or filing procedures with any
governmental agency (if required by laws) are required by the execution and performance of this Agreement as well as the grant of Call
Option hereunder, SMI shall make its best efforts to fulfill above conditions.


 


7.3 Without the prior
written consent of the WFOE, SMI shall not assist or permit the Existing Shareholders to transfer or otherwise dispose of any Option Equity,
or create any encumbrance or other third-party rights on any Option Equity.


 


7.4 SMI shall not
conduct or permit any behavior or activity that may adversely affect the interest of WFOE under this Agreement.


 


Section 8. Undertakings by WFOE


 


With respect to any losses or capital requirements of SMI that
may occur in its ordinary operation or business development courses, WFOE undertakes that, notwithstanding the provisions in other agreements
entered into between WFOE and SMI, it shall offer necessary support to SMI to the extent permitted by law; provided that the Existing
Shareholders and SMI shall respectively perform their obligations and undertakings hereunder, and the representations and warranties made
by them hereunder shall remain true and effective.


 






    5


     


    

 


Section 9. Obligation of Confidentiality


 


9.1 Notwithstanding
the termination of this Agreement, the Existing Shareholders shall be obliged to keep the following information in confidential:


 


(i) the execution, performance and the contents of this Agreement;




 


(ii) trade
secret, proprietary information and customer information in relation to the WFOE known to or received by it as a result of execution and
performance of this Agreement; and


 


(iii) trade
secret, proprietary information and customer information in relation to SMI known to or received by it as SMI’s shareholders (collectively
referred to as the “Confidential Information”).


 


The Existing Shareholders may use such Confidential information
only for the purpose of this Agreement. Without the written consent of the WFOE, the Existing Shareholders shall not disclose above Confidential
Information to any third party, otherwise it shall be liable for breach of the agreement and compensate for relevant losses.


 


9.2 Upon termination
of this Agreement, the Existing Shareholders shall, at request of the WFOE, return, destroy or otherwise dispose of all documents, materials
or software containing the Confidential Information, and stop using such Confidential Information.


 


9.3 Notwithstanding
any other provisions herein, this Section shall not be affected by the suspension or termination of this Agreement.


 


Section 10 – Term of Agreement


 


This Agreement shall come into force upon formal signatures
of the Parties, and shall be valid until all Option Equity has been transferred to the WFOE and/or its designated entity or individual
in accordance with this Agreement.


 


Section 11 – Notice


 


11.1 Any notice, request,
requirement or other communications hereunder shall be made in writing and delivered to the relevant receiving Party.


 


11.2 Above notices
or other communications shall be deemed to have been given when (i) it is sent out if sent by facsimile or email, or (ii) when it is delivered
if deliver by person, or (iii) five (5) days following post if posted by mail.


 


Sectioin 12 – Liability
for Breach of Contract


 


12.1 The Parties agree
and acknowledge that, if either Party (the “Defaulting Party”) substantially breaches any terms hereunder, or substantially
fails to perform any of the obligations hereunder, it shall constitute a default under this Agreement (the “Default”).
The non-defaulting Party shall have the right to require the Defaulting Party to make corrections or remedies within a reasonable period.
If the Defaulting Party fails to make correction or remedy within ten (10) days following receipt of the written notice from the non-defaulting
Party, the non-defaulting shall have the right to (at its/his own discretion):


 


(i) terminate
this Agreement, and to request the Defaulting Party to make full compensation for losses and damages; or


 


(ii) enforce
the Defaulting Party to perform its/his obligations hereunder, and to request the Defaulting Party to compensate for all losses and damages.


 


12.2 The Parties agree
and acknowledge that, in any circumstances, the Existing Shareholders and SMI shall not request the termination of this Agreement for
any reason.


 


12.3 The rights and
remedies provided herein are accumulative and shall not preclude any other rights or remedies under the laws.


 


12.4 Notwithstanding
any other provision of this Agreement, the validity of this Section shall not be affected by the suspension or termination of this Agreement.


 




    6


     


    

 


Section 13 – Miscellaneous


 


13.1 This Agreement
is prepared in Chinese and shall be executed in three (3) originals. Each Party hereto shall hold one (1) original hereof.


 


 13.2 This Agreement shall be governed by and construed in accordance with the PRC Laws.




 


13.3 Any dispute arising
out of or in connection with this Agreement shall be settled by the Parties through friendly consultation. If no agreement has been reached
within thirty (30) days following the occurrence of such dispute, it shall be submitted to the competent court for resolution.


 


13.4 Any right, power
or remedy granted to any Party under any provisions herein shall not preclude any other rights, powers or remedies that a Party may be
entitled to in accordance with laws or other provisions hereof. A Party’s exercise of its rights, powers or remedies shall not preclude
it from exercising other rights, powers or remedies granted to such Party.


 


13.5 Any failure or
delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (the “Party’s
Rights”) shall not be deemed as a waiver thereof, and any single or partial exercise of the Party’s Rights shall not preclude
(i) such Party’s further exercise of such rights and (ii) exercise of other Party’s Rights.


 


13.6 The headings
of this Agreement are for easy reference only and shall not be used for or affect the interpretation hereof in any circumstances.


 


13.7 Each provision
hereunder shall be severable and independent from each other, and, if any provision(s) hereunder has been held invalid, illegal or unenforceable
at any time, the validity, legality and enforceability of the remaining provision shall not be affected thereby.


 


13.8 Upon execution,
this Agreement shall supersede any other legal documents previously executed by the Parties in respect of the same subject. Any amendment
or supplement to this Agreement shall be made in writing, and no amendment or supplement to this Agreement shall be effective without
being duly signed by the Parties


 


13.9 Without the prior
written consent of the WFOE, neither the Existing Shareholders nor SMI may transfer its rights and/or obligations hereunder to any third
party. WFOE shall have the right to transfer its rights and/or obligations to any of its designated third party upon notice to the Existing
Shareholders and SMI.


 


 13.10 This Agreement shall be binding upon the lawful successor of each Party.




 


[SIGNATURE PAGE FOLLOWS]


 




    7


     


    

 


IN WITNESS WHEREOF,
the following Parties have caused this Equity Pledge Agreement to be executed as of the date and in the place first written above.


 


	EXISTING SHAREHOLDERS:	 
	 	 	 
	Signed by : 		 
	Name:	Lirong Wang	 
	 	 	 
	Signed by :		 
	Name:	Zhongfang Wang	 



 


	Shanghai Mufeng Investment Consulting
    Corp.	 
	 	 	 
	Authorized Representative :	
	 
	Name:	Lirong Wang	 
	Title:	President	 
	 	 	 
	Shanghai Muliang Industrial Corp.	 
	 	 	 
	Authorized Representative : 		 
	Name:	Lirong Wang	 
	Title:	President	 



 




    8


     


    

 


Appendix 1


 


Basic Information of SMI


 


	Company name	:	Shanghai Muliang Indrustrial Corp.	 
	Registered address	:	上海市金山区枫泾镇一号桥北堍
2 号 14 号厅
18 室	 
	Registered capital	:	RMB50,000,000	 
	Equity structure	:	 	 



 


	Name of Shareholders	 	Capital Contribution	 	 	Equity

 Share	 
	Lirong Wang	 	 	47,500,000	 	 	 	95	%
	Zhongfang Wang	 	 	2,500,000	 	 	 	5	%




 


	Fiscal year	:	from January 1 to December 31 (calendar date)	 



 





     


     


    

 


Appendix 2


 


Option Exercise Notice


 


To: Lirong Wang and Zhongfang Wang


 


Given that we have entered into the Call Option and Cooperation
Agreement with you and Shanghai Muliang Industrial Corp. (“SMI”), as of this February 10, 2016 (the “Option
Agreement”) and reached an agreement that, to the extent permitted by PRC laws and regulations, you shall transfer your equity
interest in SMI to our company or any third party designated by us based on our demand.


 


Therefore, we hereby notify you as follows:


 


We hereby request to exercise the Call Option under the Option
Agreement, and we/Shanghai Mufeng Investment Consulting Corp. designated by us will accept 100% equity interest held by you in SMI (the
“Proposed Equity”). Upon receipt of this Notice, please immediately transfer all the Proposed Equity to us/ Shanghai
Mufeng Investment Consulting Corp. designated by us in accordance with the agreed terms in the Option Agreement.


 


Best regards,


 


	 	Shanghai Mufeng Investment Consulting Corp.
	 	 	 
	 	Authorized Representative: 	
	 	 	 
	 	Date: 	February 10, 2016



 




     


     


    

 


Appendix 3


 


Power of Attorney


 


I, Lirong Wang, with ID Card number: [310228197206153013],owns
95% shares of Shanghai Muliang Industrial Corp. hereby irrevocably appoints any person designated by Shanghai Mufeng Investment Consulting
Corp. as my authorized representative to sign on my behalf all legal documents necessary for or in connection with enabling Shanghai
Mufeng Investment Consulting Corp. to exercise its rights under the Call Option and Cooperation Agreement entered into by and between
it, Shanghai Muliang Industrial Corp and myself.


 


	Signature: 		 
	Date: 	February 10, 2016	 



 


Power of Attorney


 


I, Zhongfang Wang, with ID Card number: [310228194611043017],owns
5% shares of Shanghai Muliang Industrial Corp. hereby irrevocably appoints any person designated by Shanghai Mufeng Investment Consulting
Corp. as my authorized representative to sign on my behalf all legal documents necessary for or in connection with enabling Shanghai Mufeng
Investment Consulting Corp. to exercise its rights under the Call Option and Cooperation Agreement entered into by and between it, Shanghai
Muliang Industrial Corp and myself.


 


	Signature: 		 
	Date: 	February 10, 2016