DEED
OF TERMINATION AND MUTUAL RELEASE


 


Dated:
Sep. 22, 2015


 


This
Deed of Termination and Mutual Release is made between:


 


YINFU
GOLD COPORATION


 


a
company incorporated under the laws of the State of Wyoming, USA,


 


with
its address at


 


Unit
B, 5/fl., CKK Commercial Centre, 289 Hennessy Road, Wanchai,


 


Hong
Kong


 


(“YINFU”
or the “Company”),


 


And


 


ENTERNAL
FAIRY INTERNATIONAL LIMITED.


 


a
British Virgin Islands Company


 


with
its address at


 


4th
floor, Ellen Skelton Building, 3076 Sir Francis,


 


Drake
Highway, Road Town, Tortola,


 


British
Virgin Islands


 


(“EFI”)


 




    	 



    	 



    


 


WHEREAS:


 


(A)YINFU
and the EFI entered into the Revision Agreement to the Sale & Purchase Agreement for the Acquisition of 100% of the Shares
and Assets of EFI (as defined below) pursuant to which YINFU agreed to acquire and the EFI agreed to deliver 100% of the shares
and assets of EFI held by them (the “Acquisition”) on the terms and conditions as set out therein.


 


(B)Pursuant
to the Sale & Purchase Agreement, in the consideration of the Acquisition of which 1,200,000,000 Consideration Shares in aggregate
were issued to entities as specified by EFI (the “Allottees”).


 


(C)As
at the date of this Deed, an aggregate of 1,200,000,000 Consideration Shares have been issued to the Allottees.


 


(D)The
Parties have elected to terminate the Sale & Purchase Agreement and to return the 1,200,000,000 Consideration Shares to YINFU
for cancellation on the terms and subject to the conditions of this Deed.


 


(E)EFI
represents that the main asset, the “DongGuan YouDal Financial Information
Services Co. Ltd. (www.youdai365.com)”, a company incorporated in the People’s Republic of China,
which is an internet financial company operating an online peer to peer lending platform together with multiple finance services
including financing counseling, corporate investment counseling, loans application counseling, industrial investment, equity investment
and assets management, with more than 25,000 registered members.


 


NOW
THIS DEED WITNESSETH AS FOLLOWS:


 


1.
Definitions and Interpretation


 


1.1
In this Deed, unless the context otherwise requires, the provisions in this Clause 1.1 apply: “Allottees” means Kwan
Shuk Kuen, Ku Tin Lok, Leung Wing Keung, Hui Chung Sun, Siu Wai Bing, Dasiy, Chan Sau King, Tsang Pang Ying, Instech International
Limited, Lee Nai Yu, Michelle, Chiu Tsz Fung, Zhang Jiang Hon, Chau Chiu, Mok Yin Ling, Lam Chi Hung, Mok Pik Lan, ONG, ALannah,
Chan Chi Fai, Chan Chi Fai, Wu Yik Wa, Xue Yi, Chen Zhenmei, Yang Youxi, Yu Xueying, Zhang Yangyang, Qi Jian, Wen Yudong, Wu Fei,
LAU, Dai Hoi, YEUNG, Yiu Chong, WEI, Si Ran Jeff, HUYNH Catherine, Mèlanie, Cham lu Van and Wu Yik Wa.


 


“Consideration
Shares” means the issued and paid-up ordinary shares in the capital of YINFU which have been /to be issued pursuant to the
terms of the Sale & Purchase Agreement;


 


“EFI”
means ENTERNAL FAIRY INTERNATIONAL LIMITED, a company incorporated in the
British Virgin Islands;


 


“Effective Date” means the third business day after execution of this Deed by all the Parties
;


 


“Issued
Consideration Shares” means the 1,200,000,000 issued and paid-up ordinary shares in the capital of YINFU which have been
issued to the Allottees pursuant to the terms of the Sale &Purchase Agreement, which details are set out in schedule 2 to
this Deed;


 


“Parties”
means YINFU, the EFI and the Allottees, and “Party” shall mean any of them; “Person” means any legal person,
including any individual, corporation, investment fund, partnership, limited partnership, limited liability company, joint venture,
joint stock company, association, trust, unincorporated entity or other entity;


 




    	 



    	 



    


 


“Sale
& Purchase Agreement” means the sale and purchase agreement entered into between YINFU and the EFI, a copy of which
is set out in schedule 1 of this Deed; and EFI.


 


1.2
References to YINFU, EFI shall include their respective assigns or successors-in-interest.


 


2.Effective
Date and Termination


 


The
Parties hereby acknowledge and agree that this Deed became effective on the Effective Date, ie. the third business day after execution
of this Deed by all the Parties.


 


3.Termination
of the Sale & Purchase Agreement


 


In
consideration of the mutual premises and releases herein contained the Parties hereby acknowledge and agree by mutual consent
that the Sale & Purchase Agreement was terminated with effect from the Effective Date without the need for any further action
on the part of any of the Parties.


 


4.Return
and Cancellation of the Issued Consideration Shares In consideration of the mutual premises and releases herein contained:


 


(a)the
Allottees hereby agree and return the Issued Consideration and all certificates representing the Issued Consideration Shares to
YINFU for cancellation; and


 


(b)EFI
agrees and undertakes to carry out all the necessary procedures to cancel the Issued Consideration Shares immediately. Any shares
not returned to by EFI to YINFU will be reported to Transfer Online as “lost”. Any share certificates not returned
to by EFI to YINFU will be reported to Transfer Online as “lost” and EFI will immediately execute any documents required
to confirm that the certificate(s) have been lost.


 


5.Announcement
Both YINFU and EFI agree that YINFU shall, within two days after the date of this Deed, issue an announcement in relation to the
termination of the Sale & Purchase Agreement.


 


6.Acknowledgment,
confirmation, representation and warranty


 


6.1The
Parties acknowledge and confirm that the EFI obligations under the Sale & Purchase Agreement be lapsed and terminated, the
Allottees’ obligations as shareholder of YINFU be lapsed and terminated and YINFU’s obligations under the Sale &
Purchase Agreement be lapsed and terminated.


 


6.2YINFU
represents and warrants that it has obtained the necessary approval from its board of directors (an original of the board resolution
of YINFU is provided herewith), has the full right, power and authority to enter into and perform its obligations under this Deed,
has complied with all statutory and other requirements in relation thereto under the applicable laws and has taken all corporate
actions and obtained all necessary governmental or other consents, authorizations or approvals requisite for the transactions
herein contemplated and this Deed, when executed and delivered, will be valid and binding on YINFU enforceable in accordance with
its terms. YINFU further represents and warrants that the entering into this Deed and the transactions contemplated hereunder,
including but not limited to the EFI returning the 1,200,000,000. Consideration Shares to YINFU for cancellation, comply with
and do not contravene the constitutional documents of YINFU and the applicable laws and regulations.


 




    	 



    	 



    


 


6.3Each
of YINFU and EFI represents and warrants that they have obtained the necessary approval from their respective board of directors
(an original of the board resolution is provided herewith), have the full right, power and authority to enter into and perform
their respective obligations under this Deed, have complied with all statutory and other requirements in relation thereto under
the applicable laws and has taken all corporate actions and obtained all necessary governmental or other consents, authorizations
or approvals requisite for the transactions herein contemplated and this Deed, when executed and delivered, will be valid and
binding on them enforceable in accordance with its terms.


 


6.4Each
of the Parties represents and warrants that it has the full right, power and authority to enter into and perform its obligations
under this Deed, has complied with all statutory and other requirements in relation thereto under the applicable laws and has
taken all actions and obtained all necessary governmental or other consents, authorizations or approvals requisite for the transactions
herein contemplated and this Deed, when executed and delivered, will be valid and binding on it enforceable in accordance with
its terms.


 


7.Mutual
Release


 


7.1
In consideration of the mutual premises and releases herein contained: (a) YINFU does hereby with effect from the Effective Date,
fully and forever release and discharge each of the EFI and their respective successors, assigns, directors, officers, representatives,
employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations, warranties, promises,
undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts, damages, judgments,
losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown, whether or not concealed
or hidden, which against any of them it has had, may have had or now has, or which any of its successors or assigns hereafter
can, shall or may have, whether arising from or in connection with the Sale & Purchase Agreement, up to and including the
Effective Date including, without limitation, any and all claims which were or might have been asserted; And


 


(b)
YINFU does hereby with effect from the Effective Date, fully and forever release and discharge EFI and their respective successors,
assigns, directors, officers, representatives, employees and agents, from any and all claims, demands, agreements, contracts,
covenants, representations, warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies,
debts, costs, expenses, accounts, damages, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or
otherwise, whether known or unknown, whether or not concealed or hidden, which against any of them it has had, may have had or
now has, or which any of its successors or assigns hereafter can, shall or may have, whether arising from or in connection with
the Consideration Shares, up to and including the Effective Date including, without limitation, any and all claims which were
or might have been asserted; and


 


(c)
EFI does hereby with effect from the Effective Date, fully and forever release and discharge YINFU and their respective successors,
assigns, directors, officers, employees and agents, from any and all claims, demands, agreements, contracts, covenants, representations,
warranties, promises, undertakings, actions, suits, causes of action, obligations, controversies, debts, costs, expenses, accounts,
damages, judgments, losses and liabilities, of whatsoever kind or nature, in law, equity or otherwise, whether known or unknown,
whether or not concealed or hidden, which against any of them it has had, may have had or now has, or which any of its successors
or assigns hereafter can, shall or may have, whether arising from or in connection with the Sale & Purchase Agreement, up
to and including the Effective Date including, without limitation, any and all claims which were or might have been asserted.


 


8.Third
Party Rights This Deed is not intended to, and shall not, confer any rights or remedies upon any Person other than the Parties
hereto or otherwise create any third-party beneficiary hereto.


 




    	 



    	 



    


 


9.Notices
All notices, requests or demands and other communications hereunder must be in writing and shall be deemed to have been duly made
if personally delivered or mailed, posted prepaid, to the Parties.


 


10.Execution
This Deed may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each Party and delivered to the other Parties, it being understood
that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such
signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with
the same force and effect as if such facsimile signature page were an original thereof.


 


11.Governing
Law This Deed is made and shall be governed in all respects, including validity, interpretation and effect, by the laws of Wyoming,
USA.


 


In
witness whereof we have caused this Deed to be executed as a deed on the day and year first above written.


 


ON
BEHALF OF YINFU GOLD CORPORATION


 


		 	Designated
    Signing Authority 	 
		 	LI,
    QiuYu	 
	 	 	President,
    CEO, Chairman 	 
	 	 	Yinfu
    Gold Corporation	 


 


ON
BEHALF OF ALL SHAREHOLDERS OF ETERNAL FAIRY INTERNATIONAL LIMITED


 


		 	Designated
    Signing Authority 
	 
	 	 	YANG,
    YouXi	 
	 	 	Sole
    Director	 
	 	 	Eternal
    Fairy International Limited