Exhibit 10.34


 


Below
is the Call Option Agreement, dated December 2017, by and among Pure Value Trading Company (Shanghai) Limited (referred to below as “Zhifu
Trading (Shanghai) Co., Ltd.”), Shufen Xiao, Xiaoli Lou and Jihuiduo Technology Limited (referrd to below as “Jihuiduo (Beijing)
Technology Co., Ltd”). Certain identified information has been excluded from this exhibit because it is both immaterial and is
the type that the registrant treats as private and confidential.


 





 



 


CALL
OPTION AGREEMENT


 





 



 


by
and among


 


Zhifu
Trading (Shanghai) Co., Ltd.


(志福商贸(上海)有限公司)


 


and


 


Shufen
Xiao


(
肖淑芬)


 


and


 


Xiaoli
Lou


(娄晓丽)


 


and


 


Jihuiduo
(Beijing) Technology Co., Ltd


(积惠多(北京)科技有限公司)


 


___
December 2017


 




     


     


    

 


This
CALL OPTION AGREEMENT (“Agreement”) is entered into on ___ December 2017 (“Signing Date”) in
Shanghai, People’s Republic of China (“PRC”), by and among:


 


		(1)	Zhifu
                                            Trading (Shanghai) Co., Ltd (志福商贸(上海)有限公司),
                                            a limited liability company incorporated under the laws of the PRC, with its registered a
                                            ddress at Room E06, 2nd Floor, No. 225 Fute Road North , Pilot Free Trade Zo ne,
                                            Shanghai, PRC (中国(上海)自由贸易试验区富特北路225号第二层E0
                                            6室) (“Party A”);






 


		(2)	Xiaoli
                                            Lou(娄晓丽), a PRC citizen and holder of identity card number [XXX]
                                            [XXXXXXX], whose residential address is at [XXXXXXXXXXXXXXXX] [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                            XXXXXX] (“Party B”);



 


		(3)	Shufen
                                            Xiao(肖淑芬), a PRC citizen and holder of identity card number [XX]
                                            [XXXXXXXX], whose residential address is at [XXXXXXXXXXXXXXXX] [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
                                            XXXX] (“Party C”); and



 


		(4)	Jihuiduo
                                            (Beijing) Technology Co., Ltd(积惠多(北京)科技有限公司),
                                            a limited liability company incorporated under the laws of the PRC, with its registered address
                                            at Room 501-19, Building 49, No. 17, South Forth Jingsheng Street, Tongzhou District, Beijing,
                                            PRC (北京市通州区景盛南四街17号院49号楼5层501-19)
                                            (“Company”).



 


(collectively,
the “Parties”, individually, a “Party”)


 


BACKGROUND:


 


		A.	The
                                            Company is engaged in certain business activities in the PRC (“Business”).
                                            Party A has expertise in consulting, and Party A and the Company have entered into an Exclusive
                                            Services Agreement dated as of ___ December 2017 to provide the Company with various
                                            technical, marketing and management consulting and other services in connection with the
                                            Business.



 


		B.	Party
                                            B and Party C respectively holds 50% of the equity interests of the Company (“Equity
                                            Interests”).



 


		C.	Party
                                            B and Party C grants Party A the option to purchase the entire Equity Interests, and Party
                                            A is willing to accept such option, in accordance with the terms and conditions set out below.



 






    	Call Option Agreement	- 2 -



     


    

 


NOW
THEREFORE, the Parties agree as follows:


 


		1.	DEFINITIONS
                                            AND INTERPRETATIONS



 


		1.1	Definitions.
                                            The following terms will have the meanings assigned to them below.



 


	Business Day	means a day on which commercial
  banks are open for business in the PRC.
	 	 
	Call Notice	means the written notice to be sent by Party
  A to exercise the Option.
	 	 
	Confidential Information	means any information of a confidential nature
  elating to the Parties and the Company, including any confidential information concerning their respective
  structure, business activities (including financial information, client lists and business policies), technology, released or unreleased
  software or hardware products, and marketing plans, regardless of the format in which such information is stored or communicated, and
  including any excerpts, summaries or other derivative forms of the same.
	 	 
	Designated Person	means any person designated by Party A in writing.
	 	 
	Equity Pledge Agreement	means the Equity Pledge Agreement entered
  into between Party A, Party B and Party C on ___ December
  2017.
	 	 
	Force Majeure	means any fire, flood, war, act of government
  or other natural or man-made event which is unforeseen by the Parties (or if foreseen, reasonably unavoidable) and which prevents the
  performance of this Agreement by any or all of the Parties, but excluding any shortage of credit.
	 	 
	Option	means the option for Party A or any Designated
  Person to purchase, at any time, all or part of the Equity Interests.
	 	 
	Loan	means a loan of RMB 500,000 extended by Party
  A, directly or through its affiliate, to each of Party B and Party C for Party B and Party C to in turn to contribute to the Company’s
  registered capital to be used by the Company to develop its business.
	 	 
	Security Interest	means any security, right or interest of a
  third party, any purchase right, right of acquisition, right of set-off, or other security arrangement, including any security interest
  subject to this Agreement or the Equity Pledge Agreement.



 






    	Call Option Agreement	- 3 -



     


    

 


		1.2	Interpretation.
                                            Unless the context otherwise requires: (a) each accounting term not otherwise defined in
                                            this Agreement has the meaning assigned to it in accordance with the PRC GAAP, consistently
                                            applied; (b) all headings are for reference purposes only and do not affect the meaning or
                                            interpretation of any provision; (c) any reference to an Article is to an Article of this
                                            Agreement; (d) the use of the plural will include the use of the singular, and vice versa;
                                            (e) a reference to a day, month or year is to a calendar day, month or year; and (f) the
                                            words “includes” and “including” shall mean “includes, without
                                            limitation” and “including, without limitation,” as applicable, and the
                                            word “any” shall mean “any or all.”



 


		2.	OPTION



 


		2.1	Grant
                                            of Option. Each of Party B and Party C hereby grants to Party A the Option to acquire
                                            the Equity Interests in accordance with this Agreement. Party A may exercise the Option at
                                            any time in its sole discretion.



 


		2.2	Procedures.
                                            To exercise the Option, Party A shall send a Call Notice to Party B and Party C setting out:
                                            (a) the amount of the Equity Interests that Party A wishes to acquire; (b) the details of
                                            the corresponding exercise price; and (c) whether the Equity Interests being purchased will
                                            be transferred to Party A or to a Designated Person.



 


		2.3	Exercise
                                            Price



 


		(a)	Party
                                            A may determine at its discretion the exercise price for the Equity Interests to be acquired
                                            by Party A or its Designated Person pursuant to the exercise of the Option, subject to any
                                            restrictions imposed by PRC law.



 


		(b)	Party
                                            B and Party C shall use the entire amount of the exercise price payment from Party A exclusively
                                            to repay the Loan.



 


		2.4	Exercise
                                            of Option Right. If Party A exercises the Option, Party B and Party C shall:



 


		(a)	convene
                                            a shareholders’ meeting and pass the necessary resolutions to transfer the relevant
                                            portion of the Equity Interests to Party A or the relevant Designated Person; and



 


		(b)	take,
                                            and cause the Company and its directors to take, all actions necessary to effect the Option,
                                            including executing all documents, obtaining all approvals and performing all processes necessary
                                            or desirable to transfer valid ownership of the Equity Interests to Party A or the Designated
                                            Person.



 






    	Call Option Agreement	- 4 -



     


    

 


		3.	UNDERTAKINGS



 


		3.1	Undertakings
                                            of Party B and Party C inParty C shall: Regard to the Company. Each of Party B and Party
                                            C undertakes to vote its Equity Interests in the Company and to take all other necessary
                                            actions to ensure that the Company:



 


		(a)	does
                                            not supplement or modify its articles of association or other constituent documents, increase
                                            or decrease its existing registered capital, change its business activities, or alter its
                                            capital structure, without the prior written consent of Party A;



 


		(b)	manages
                                            its business and handles its financial and commercial affairs prudently and in accordance
                                            with relevant laws and codes of practice;



 


		(c)	does
                                            not sell, assign, mortgage, or otherwise dispose of any legal or beneficial rights to or
                                            in any of its assets, business, or revenue, or permit the creation of any Security Interest
                                            at any time, without the prior written consent of Party A;



 


		(d)	does
                                            not incur, assume or guarantee any debts, without the prior written consent of Party A;



 


		(e)	does
                                            not enter into any material contract valued in excess of RMB 5,000 without the prior written
                                            consent of Party A, except in the ordinary course of business;



 


		(f)	does
                                            not, under any circumstance, enter into any contract valued in excess of RMB 100,000 without
                                            the prior written consent of Party A;



 


		(g)	does
                                            not extend any loan or credit to any party, or provide any guarantee or assume any obligation
                                            of any party, without the prior written consent of Party A;



 


		(h)	provides
                                            all information relating to its operations and financial affairs to Party A upon Party A’s
                                            request;



 






    	Call Option Agreement	- 5 -



     


    

 


		(i)	does
                                            not merge or consolidate with any third party or acquire or invest in any third party, without
                                            the prior written consent of Party A;



 


		(j)	notifies
                                            Party A immediately should any legal action, arbitration or administrative procedure relating
                                            to its assets, operations or income arise or become likely to arise;



 


		(k)	promptly
                                            executes all documents and takes all other actions which are reasonably necessary for the
                                            lawful performance of the provisions and aim of this Agreement and the documents beneficial
                                            to this Agreement; and



 


		(l)	does
                                            not pay dividends or distributions of any kind to its shareholders without the prior written
                                            consent of Party A.



 


		3.2	Personal
                                            Undertakings of Party B and Party C. Party B and Party C each further undertakes to:



 


		(a)	convene
                                            a shareholders meeting of the Company to vote in favor of the transfer of his share of the
                                            Equity Interests as contemplated under this Agreement, at the request of Party A;



 


		(b)	promptly
                                            execute all documents and take all other actions that are reasonably necessary for the lawful
                                            performance of the provisions and objectives of this Agreement;



 


		(c)	appoint
                                            only persons nominated by Party A to serve as directors of the Company; and



 


		(d)	strictly
                                            comply with and perform the provisions of this Agreement and any other contracts entered
                                            into jointly or separately by the Parties, and not do anything that will affect the validity
                                            and enforceability of such contracts.



 


		4.	REPRESENTATIONS
                                            AND WARRANTIES



 


		4.1	Party
                                            B and Party C. Each of Party B and Party C hereby represents and warrants to Party A
                                            that, as of the Signing Date :



 


		(a)	she
                                            has the legal capacity to enter into and perform this Agreement;



 


		(b)	she
                                            has been duly authorized to grant the Option to Party A;



 




    	Call Option Agreement	- 6 -



     


    

 


		(c)	her
                                            execution and performance of this Agreement will not result in a breach of any law, regulation,
                                            authorisation or agreement to which he is subject;



 


		(d)	this
                                            Agreement constitutes legal, valid, and binding obligations enforceable against him;



 


		(e)	she
                                            is the lawful owner of the Equity Interests and has not created any Security Interest over
                                            the Equity Interests other than under the Equity Pledge Agreement; and



 


		(f)	there
                                            is no ongoing or pending dispute, action, arbitration, administrative procedure or other
                                            legal proceeding against him.



 


		4.2	Company.
                                            The Company represents and warrants to Party A that, as of the Signing Date:



 


		(a)	it
                                            is a company incorporated and validly existing under the laws of the PRC;



 


		(b)	it
                                            has all due power and authority to enter into and perform this Agreement;



 


		(c)	its
                                            execution and performance of this Agreement will not result in a breach of any law, regulation,
                                            authorisation or agreement to which it is subject;



 


		(d)	it
                                            is the lawful owner of its assets, and has not created any Security Interest over such assets;



 


		(e)	it
                                            does not have any outstanding debts other than those incurred in the ordinary course of business
                                            and which have been disclosed to Party A; and



 


		(f)	there
                                            is no ongoing or pending dispute, action, arbitration, administrative procedure or other
                                            legal proceeding relating to the Equity Interests, its assets or itself.



 


		5.	TERM



 


This
Agreement will take effect on the Signing Date, and will continue with full force and effect until the earlier of the date on which:


 


		5.1	Party
                                            A has acquired the all of the Equity Interests; and



 


		5.2	this
                                            Agreement is terminated by the mutual written consent of the Parties.



 




    	Call Option Agreement	- 7 -



     


    

 


		6.	CONFIDENTIALITY



 


		6.1	Confidentiality
                                            Obligations. Each Party (“Receiving Party”) shall maintain the strict
                                            confidentiality of any and all Confidential Information of any other Party (“Disclosing
                                            Party”) to which it may become privy before or during the performance of this Agreement,
                                            and shall not disclose any such Confidential Information to any third party, except to its
                                            relevant employees, officers, affiliates and advisors (as applicable) on a “need-to-know”
                                            basis and provided that the aforesaid recipients of Confidential Information are subject
                                            to written confidentiality undertakings which are no less strict than the obligations set
                                            out in this Agreement. A Receiving Party shall use any Confidential Information of a Disclosing
                                            Party for the sole purpose of performing this Agreement and such other purposes as authorized
                                            by the Disclosing Party in writing.



 


		6.2	Exceptions.
                                            The disclosure of Confidential Information by the Receiving Party will not be deemed a breach
                                            of its confidentiality obligations under the following circumstances;



 


		(a)	the
                                            Disclosing Party has given its prior written consent to the disclosure;



 


		(b)	the
                                            Confidential Information has entered the public domain through no fault or wrongful act of
                                            the Receiving Party;



 


		(c)	the
                                            Confidential Information has been rightfully received by the Receiving Party from a third
                                            party that developed such information independently and was not subject to any confidentiality
                                            obligation with regard to the same;



 


		(d)	the
                                            Confidential Information was, prior to the execution of this Agreement or any other separate
                                            non-disclosure agreement, previously existing and independently developed by the Receiving
                                            Party without the use, directly or indirectly, of the Confidential Information; or



 


		(e)	where
                                            the disclosure of Confidential Information is required pursuant to law or a court order of
                                            competent jurisdiction, provided that such disclosure will be limited to the extent required
                                            by such applicable law or court order, and provided further that the Receiving Party has
                                            notified the Disclosing Party of the need to disclose the Confidential Information in question,
                                            such that the Disclosing Party will have the opportunity to oppose the disclosure thereof
                                            by means of any available objections or appeals.



 




    	Call Option Agreement	- 8 -



     


    

 


		7.	BREACH
                                            OF CONTRACT



 


		7.1	Breach.
                                            A Party will be deemed to be in breach of this Agreement if:



 


		(a)	it
                                            fails to perform its obligations under this Agreement fully and in a timely manner, and does
                                            not rectify any such failure within 30 days after written demand from any other Party requesting
                                            the same; or



 


		(b)	any
                                            representation or warranty made by such Party under this Agreement proves to be or becomes
                                            materially false, misleading or untrue.



 


		7.2	Liability
                                            for Breach. Any Party that breaches this Agreement shall indemnify the other Parties
                                            against, and compensate them for, any damages or losses incurred as a result, including third-party
                                            claims.



 


		8.	FORCE
                                            MAJEURE



 


A
Party who is unable to perform its obligations under this Agreement as a direct result of a Force Majeure will not be deemed to be in
breach of this Agreement, provided that the following conditions are satisfied simultaneously:


 


		8.1	its
                                            failure to perform its obligations under this Agreement has been directly caused by Force
                                            Majeure;



 


		8.2	it
                                            has used commercially reasonable efforts to perform its obligations under this Agreement
                                            and has taken necessary precautions to reduce the losses to the other Parties arising from
                                            the Force Majeure;



 


		8.3	it
                                            has immediately informed the other Parties in writing of the occurrence of Force Majeure;
                                            and



 


		8.4	it
                                            has provided written information and supporting documentation, including a statement of the
                                            reasons for the delay in implementing or partially implementing this Agreement, within 15
                                            days after the occurrence of the Force Majeure.



 


		9.	GOVERNING
                                            LAW



 


This
Agreement will be governed by and construed in accordance with the laws of the PRC, without giving either reference or effect to any
principle of conflict of laws or choice of laws.


 






    	Call Option Agreement	- 9 -



     


    

 


		10.	DISPUTE
                                            RESOLUTION



 


		10.1	If
                                            any dispute arises from or in connection with this Agreement, the Parties shall attempt in
                                            the first instance to resolve it through friendly consultations or mediation. If the dispute
                                            cannot be resolved within 30 days after the commencement of discussions, then any Party may
                                            submit the dispute to the China International Economic and Trade Arbitration Commission (“CIETAC”)
                                            for arbitration which shall be conducted in Shanghai in accordance with CIETAC’s arbitration
                                            rules in effect at the time of applying for arbitration. The arbitral award will be final
                                            and binding upon both Parties. The number of arbitrators will be one. The arbitration proceedings
                                            will be conducted in English.



 


		10.2	The
                                            wiParty B, Party C and the Company shall cooperate fully with Party A to affect any such
                                            assignment, including signing any documentation.nning Party may, at the cost and expense
                                            of the one or more losing Parties, apply to any court of competent jurisdiction for enforcement
                                            of such arbitral award.



 


		10.3	DuringParty
                                            B, Party C and the Company shall cooperate fully with Party A to affect any such assignment,
                                            including signing any documentation. the period during which the dispute is being resolved,
                                            except for the matters under dispute, the Parties shall continue performing this Agreement
                                            in all respects.


 


		11.	MISCELLANEOUS



 


		11.1	Notices.
                                            All notices or other communications made pursuant to this Agreement will be written in English,
                                            and delivered in person (including by courier), by first class mail or facsimile, to the
                                            addresses set forth below. A notice shall be deemed to have been delivered (a) on the date
                                            of signing of the delivery receipt in the case of delivery in person (including by courier);
                                            (b) on the 10th day of the mailing date in the case of delivery by mail; and (c) on the date
                                            recorded in the transmission record in the case of facsimile, unless delivery is made after
                                            5:00 pm on a Business Day or on a non-Business Day in the place of receipt, in which case
                                            delivery shall be deemed to occur at 9:00 am on the following Business Day.



 






    	Call Option Agreement	- 10 -



     


    

 


	Party A:	Zhifu Trading (Shanghai) Co., Ltd. (志福商贸
  (上海)有限公司)
	 	 
	Address:	Room E06, 2nd Floor, No. 225 Fute Road North, Pilot Free Trade
  Zone, Shanghai, PRC (中国(上海)自由贸易试验区富特北路225号
  第二层E06室)
	 	 
	Tel:	_________
	 	 
	Attn:	Alan Martin Clingman
	 	 
	Party B:	Xiaoli Lou (娄晓丽)
	 	 
	Address:	[XXXXXXXXXXXXXXXXXXXXXXXXXXX
	 	XXXXXXXXXXXXXXXXXXXXXXXXXXX
	 	XXXXXXX]
	 	 
	Tel:	[XXXXXXXXXX]
	 	 
	Party C:	Shufen Xiao (肖淑芬)
	 	 
	Address:	[XXXXXXXXXXXXXXXXXXXXXXX
	 	XXXXXXXXXXXXXXXXXXXXXXXX
	 	XXXXX]
	 	[XXXXXXXXXXXXXXXXXXXXXXX
	 	XXXXX]
	 	 
	Tel:	[XXXXXXXXXX]
	 	 
	Company:	Jihuiduo (Beijing) Technology Co., Ltd. (积惠多(北京)科技有限公司)
	 	 
	Address:	Room 501-19, Building 49, No. 17, South Forth Jingsheng Street, Tongzhou
  District, Beijing, PRC (北京市通州区景盛南四街17号院49号楼5层
  501-19)
	 	 
	Tel:	[XXXXXXXXXX]
	 	 
	Attn:	Jessie Fu (付建新)






 






    	Call Option Agreement	- 11 -



     


    

 


		11.2	Entire
                                            Agreement. This Agreement constitutes the entire agreement among the Parties in respect
                                            of the subject matter hereof and will supersede any previous discussions, negotiations and
                                            agreements related thereto.



 


		11.3	Amendment.
                                            This Agreement may be amended only by a written agreement signed by the Parties, and such
                                            amendment will be attached to this Agreement as an Appendix. If required by law, the Parties
                                            shall obtain all requisite approvals from the relevant authorities to give effect to the
                                            amendment.



 


		11.4	No
                                            Waiver. Unless otherwise agreed by the Parties in writing, any failure or delay on the
                                            part of any Party to exercise any right, authority or privilege under this Agreement, or
                                            under any other related agreement, will not operate as a waiver thereof; nor will any single
                                            or partial exercise of any right, authority or privilege preclude any other future exercise
                                            thereof.



 


		11.5	Severability.
                                            The provisions of this Agreement are severable from each other. The invalidity of any provision
                                            of this Agreement will not affect the validity or enforceability of any other provision of
                                            this Agreement.



 


		11.6	Assignment.
                                            Party B, Party C and the Company shall not assign any of their rights or obligations under
                                            this Agreement without the prior written consent of Party A. Party A may assign all or any
                                            of its rights or obligations under this Agreement to a Designated Person at any time. Party
                                            B, Party C and the Company shall cooperate fully with Party A to affect any such assignment,
                                            including signing any documentation.



 


		11.7	Counterparts.
                                            This Agreement is executed in four counterparts, each of which will constitute an original
                                            and all of which, when taken together, will constitute one agreement. Each Party shall retain
                                            one counterpart.



 


[Signature
page follows]


 






    	Call Option Agreement	- 12 -



     


    


 


IN
WITNESS WHEREOF, the Parties have executed or caused their duly authorised representatives to execute this Agreement on the Signing
Date.


 


For
and on behalf of

Zhifu Trading (Shanghai) Co., Ltd.

(志福商贸(上海)有限公司)

(Company Seal)


 


	Signature: 	/s/
    Alan Martin Clingman	 
	Name:	Alan
    Martin Clingman	 
	Title:	Legal
    Representative	 


 


Xiaoli
Lou (娄晓丽)


 


	Signature: 	/s/
    Xiaoli Lou	 


 


Shufen
Xiao (肖淑芬)


 


	Signature: 	/s/
    Shufen Xiao	 


 


For
and on behalf of

Jihuiduo (Beijing) Technology Co., Ltd

(积惠多(北京)科技有限公司)

(Company Seal)


 


	Signature: 	/s/
    Xiaoli Lou	 
	Name:	Xiaoli
    Lou (娄晓丽)	 
	Title:	Legal
    Representative	 





 


Signature Page to the Call Option Agreement