Exhibit 10.43


 


Below is the
Exclusive Service Agreement, dated December 2017, by and between Jihuiduo Technology Limited (referred to below as “Jihuiduo (Beijing)
Technology Co., Ltd.” and Pure Value Trading Company (Shanghai) Limited (referred to below as “Zhifu Trading (Shanghai) 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.


 





 



 


Exclusive
Services Agreement


 





 



 


by and between


 


Jihuiduo (Beijing)
Technology Co., Ltd. 

(积惠多(北京)科技有限公司)


 


and


 


Zhifu Trading
(Shanghai) Co., Ltd.


(志福商贸(上海)有限公司)


 


____ December
2017


 




     


     


    

 


TABLE OF
CONTENTS


 


	Article	 	Page
	 	 	 
	1.	Definitions and Interpretations	1
	2.	Services	2
	3.	Service Fee and Method of Payment	3
	4.	Intellectual Property Ownership	3
	5.	Representations and Warranties	3
	6.	Confidentiality	4
	7.	Term and Termination	5
	8.	Breach	6
	9.	Force Majeure	6
	10.	Governing Law	7
	11.	Dispute Resolution	7
	12.	Miscellaneous	7


 


Appendix


 


	I.	Scope of
                                            Services	 



 




    - i -


     

    

 


This EXCLUSIVE
SERVICES AGREEMENT (“Agreement”) is entered into on  _____ December 2017 in Shanghai, People’s Republic
of China (“PRC”), by and between:


 


		(1)	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) (“Party A”); and



 


		(2)	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 address at 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) (“Party
                                            B”).



 


WHEREAS:


 


		A.	Party A is
                                            an e-commerce and technology company in the PRC, while Party B is a trading and consulting
                                            company in the PRC.



 


		B.	Party A wishes
                                            to retain Party B to provide the Services (defined below), and Party B is willing to provide
                                            the same to Party A, in accordance with the terms and conditions set forth below.



 


NOW, THEREFORE,
the parties agree as follows:


 


		1.	DEFINITIONS
                                            AND INTERPRETATIONS



 


		1.1	Definitions.
                                            Unless otherwise indicated, the following terms in this Agreement shall have the meanings
                                            set forth below:



 


	 	Business Day	means a day in which commercial banks are open for business
    in the PRC;
	 	 	 
	 	Confidential Information	means any
information of a confidential nature relating to the parties, including without limitation 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;






 



    	Exclusive Services Agreement	- 1 -	 



     


    




 


	 	Costs	means the direct and indirect costs (other than Expenses)
    incurred by Party B and attributable to the Services performed by Party B hereunder, as determined in accordance with the PRC Generally
    Accepted Accounting Principles (PRC GAAP);
	 	 	 
	 	Expenses	means all: (a)
        non-recoverable national, local, value added tax and other taxes (excluding taxes on the net income of Party B) paid by Party B in
        the performance of the Services; and (b) significant third party costs incurred by Party B for the benefit of Party A in the
        performance of the Services hereunder;

	 	 	 
	 	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;
	 	 	 
	 	RMB	means Renminbi, the lawful currency of the PRC;
	 	 	 
	 	Services	means the services to be provided from Party B
    to Party A hereunder, as set forth in Appendix 1;
	 	 	 
	 	Service Fee	has the meaning set forth in Article 3.1.


  


		1.2	Interpretations.
                                            All headings used herein are for reference purposes only and shall not affect the meaning
                                            or interpretation of any provision. Any reference to an Article or Appendix is to an article
                                            or appendix of this Agreement. For purposes of this Agreement, the term “PRC”
                                            refers to Mainland China, and unless explicitly stated herein does not include the Special
                                            Administrative Regions of Hong Kong and Macao or the territory of Taiwan.



 


	2.	SERVICES



 


		2.1	Provision
                                            of Services. Party B agrees that it will provide the Services in accordance with the
                                            terms and conditions set forth herein, as and when requested by Party A.



 


		2.2	Service
                                            Period. Party B undertakes to provide the Services for the Term of this Agreement.



 




    	Exclusive Services Agreement	- 2 -	 



     


    

 


		2.3	Exclusivity.
                                            Party A hereby agrees to engage Party B as its exclusive provider for the Services for
                                            the Term of this Agreement. Without the prior written consent of Party B, Party A shall not
                                            directly or indirectly engage any third party to provide services that are identical or similar
                                            to the Services.



 


	3.	SERVICE FEE
                                            AND METHOD OF PAYMENT



 


		3.1	Service
                                            Fee. As consideration for the Services, Party A agrees to pay Party B a service fee (“Service
                                            Fee”) equivalent to Party B’s Costs in providing the Services, plus 5% of
                                            such Costs. The Parties agree to periodically review the Service Fee and to make adjustments
                                            to the Service Fee as deemed appropriate to maintain an arm’s length compensation.



 


		3.2	Expenses.
                                            In addition to the Service Fee, Party A shall reimburse Party B for all Expenses incurred
                                            in the provision of the Services. Such Expenses shall be reimbursed at cost.



 


		3.3	Method
                                            of Payment. The Service Fee shall be payable, and Expenses shall be reimbursed, in arrears
                                            on a quarterly basis within 10 days after the end of each calendar quarter to a bank account
                                            designated by Party B (net of all bank handling fees). Promptly after receiving each payment
                                            of the Service Fee and Expenses, Party B shall provide Party A with an official invoice for
                                            the same.



 


		3.4	Access
                                            to Books and Records. For purposes of verifying the Service Fee and Expenses, Party A
                                            agrees to grant Party B complete access to its financial records during normal business hours
                                            upon receipt of reasonable written notice from Party B, provided that such access does not
                                            cause undue disruption to Party A’s business operations.



 


	4.	INTELLECTUAL
                                            PROPERTY OWNERSHIP



 


For the avoidance
of doubt, the parties agree that any invention, modification, creation, or design created or developed by Party B during its performance
of this Agreement, and all related copyrights, trademarks, patents and all other intellectual property rights, whether registered or
not, shall be owned exclusively by Party B. Where such ownership is precluded due to PRC law, Party A undertakes to sign any documents
and take, or cause to be taken, any other action necessary, to effect the complete and irrevocable assignment of the said ownership rights
to Party B.


 




    	Exclusive Services Agreement	- 3 -	 



     


    




 






	5.	REPRESENTATIONS
                                            AND WARRANTIES



 


		5.1	Both
                                            Parties. Each party represents and warrants that, as of the date of signing hereof:



  


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



 


		5.1.2	it has
                                            all due power and authority to enter into and perform this Agreement;



 


		5.1.3	it has
                                            obtained from the relevant government authorities all necessary approvals required to legally
                                            operate its business and to perform its obligations hereunder;



 


		5.1.4	neither
                                            the execution of this Agreement nor the performance of its obligations hereunder will conflict
                                            with, result in a breach of, or constitute a default under:



 


		5.1.4.1	its
                                            business licence or any provision of its articles of association or any other constitutional
                                            document;



 


		5.1.4.2	any
                                            applicable law, or any governmental authorisation or approval; or



 


		5.1.4.3	any
                                            agreement to which it is a party;



 


		5.1.5	this Agreement
                                            constitutes legal, valid, and binding obligations enforceable against it; and



 


		5.1.6	there
                                            is no on-going or pending dispute, action, arbitration, administrative procedure or other
                                            legal proceeding relating to its assets or itself.



 


		5.2	Party
                                            A. Party A further represents and warrants that, as of the date of signing hereof, it
                                            has all necessary licences and approvals to engage in the provision of technology information
                                            and advertising services.



 


		5.3	Party
                                            B. Party B further represents and warrants that, as of the date of signing hereof, it
                                            is duly authorised to provide the Services in the PRC.



 


	6.	CONFIDENTIALITY



 


		6.1	Confidentiality
                                            Obligations. Each party (“Receiving Party”) shall maintain the strict
                                            confidentiality of any and all Confidential Information of the 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, affiliates, officers 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 forth herein. Any Confidential Information of the Disclosing Party which
is received by the Receiving Party hereunder shall be used for the sole purpose of performing this Agreement and such other purpose as
the Disclosing Party shall have permitted in writing.



 




    	Exclusive Services Agreement	- 4 -	 



     


    




 


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



 


		6.2.1	the Disclosing
                                            Party has given its prior written consent to the disclosure;



 


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



 


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



 


		6.2.4	the Confidential
                                            Information was, prior to this Agreement or any other separate non-disclosure agreement previously
                                            existing between the parties, independently developed by the Receiving Party without use,
                                            directly or indirectly, of the Confidential Information; or



 


		6.2.5	where
                                            the disclosure of Confidential Information is required pursuant to a law or court order of
                                            competent jurisdiction, provided that such disclosure shall 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 shall have the opportunity to oppose the disclosure thereof
                                            by means of any available objections or appeals.



 


	7.	TERM AND
                                            TERMINATION



 


		7.1	Term.
                                            This Agreement will take effect on the date first set forth above and shall continue indefinitely
                                            with full force and effect until it is terminated pursuant to Article 7.2.



 


		7.2	Termination.
                                            This Agreement may be terminated as follows:



 


		7.2.1	with the
                                            mutual written consent of the parties; and



 




    	Exclusive Services Agreement	- 5 -	 



     


    

 


		7.2.2	by the
                                            non-breaching party by means of written notice with immediate effect, where the other party
                                            has breached this Agreement as set forth in Article 8.



 


		7.3	Survival.
                                            The confidentiality and payment obligations of the parties (including without limitation
                                            any payment obligations relating to the breach or termination of this Agreement), shall survive
                                            the termination of this Agreement for any reason indefinitely.



 


	8.	BREACH



 


		8.1	Breach.
                                            A party shall be deemed to be in breach of this Agreement if:



 


		8.1.1	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



 


		8.1.2	any representation
                                            or warranty made by such party hereunder proves to be or becomes materially false, misleading
                                            or untrue.



 


		8.2	Liability
                                            for Breach. If either party breaches this Agreement, it shall indemnify the other party
                                            against, and compensate it for, any damages or loss incurred as a result, including third
                                            party claims.



 


	9.	FORCE MAJEURE



 


		9.1	A party
                                            who is not able to perform its obligations hereunder as a direct result of Force Majeure
                                            shall not be deemed to be in breach of this Agreement, provided that the following conditions
                                            are satisfied simultaneously:



 


		9.1.1	its failure
                                            to perform its obligations hereunder shall be directly caused by Force Majeure;



 


		9.1.2	it has
                                            used commercially reasonable efforts to perform its obligations hereunder and, has taken
                                            necessary precautions to reduce the losses to the other parties arising from the Force Majeure;



 


		9.1.3	it has
                                            immediately informed the other parties in writing after the occurrence of Force Majeure;
                                            and



 


		9.1.4	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 Force Majeure.



 




    	Exclusive Services Agreement	- 6 -	 



     


    

 


	10.	GOVERNING
                                            LAW



 


This Agreement
shall be governed by and construed in accordance with the laws of the PRC.


 


	11.	DISPUTE
                                            RESOLUTION



 


		11.1	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, then either Party may refer 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 number of arbitrators will be one. The arbitration
                                            proceedings will be conducted in English. The arbitral award will be final and binding upon
                                            both Parties.



 


		11.2	The winning
                                            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.



 


		11.3	During
                                            the period when the dispute is being resolved, except for the matters under dispute, the
                                            parties shall continue performing this Agreement in all respects.



 


	12.	MISCELLANEOUS



 


		12.1	Notices. All notices or other
communications hereunder shall 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 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 am on the following Business Day.



 


	 	Party A:	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:	[XXXXXXXXX]
	 	 	 
	 	Attn:	Jessie Fu (付建新)
	 	 	 
	 	Party B:	Zhifu Trading (Shanghai) Co., Ltd. (志
	 	 	(上海)有限公司)
	 	 	 
	 	Address:	Room E06, 2nd Floor, No. 225 Fute Road Pilot Free Trade Zone, Shanghai, PRC (上海)自由贸易试验区富特北路225 号 E06 室)
	 	 	 
	 	Tel:	[●]
	 	 	 
	 	Attn:	Alan Martin Clingman



 






    	Exclusive Services Agreement	- 7 -	 



     


    

 


		12.2	Entire
                                            Agreement. This Agreement and its appendix attached hereto constitute the entire agreement
                                            between the parties in respect of the subject matter hereof and shall supersede any previous
                                            discussions, negotiations and agreements related thereto.



 


		12.3	Amendment.
                                            This Agreement may be amended only by a written agreement signed by the parties, which
                                            amendment shall 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.



 


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



 


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



 


		12.6	Taxes
                                            and Fees. Unless otherwise stipulated herein, each party shall be responsible for any
                                            stamp duties, taxes and out-of-pocket expenses (including legal fees) incurred by it in connection
                                            with the preparation and performance of this Agreement.



 


		12.7	Successors.
                                            This Agreement shall be binding upon the parties, their respective successors and assigns
                                            (if any).



 


		12.8	Assignment.
                                            Party A shall not assign any its rights or obligations hereunder without the prior written
                                            consent of Party B. Party B shall have the right to assign all or any of its rights or obligations
                                            under this Agreement to any
third party (whether a natural person or legal entity) at any time. Party A shall cooperate fully with Party B to affect any such assignment,
including without limitation signing any documentation.



 


		12.9	Counterparts.
                                            For the convenience of the parties, this Agreement may be executed in any number of counterparts.
                                            Each such counterpart shall be deemed to be an original instrument, and all such counterparts
                                            shall together constitute one and the same instrument.



 


		12.10	Languages
                                            and Versions. This Agreement is executed in two (2) sets of originals with both Chinese
                                            and English language versions. Each party shall retain one (1) set of originals. The Chinese
                                            and English language versions shall have the same legal effect.



 


[The space below
is intentionally left blank.]


 




    	Exclusive Services Agreement	- 8 -	 



     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorised representatives on the date
first indicated above.


 


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	 


 


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	 


 


Signature Page to Exclusive Services Agreement





 






    9


     


    

 


Appendix I


 


Scope of
Services


 


	1.	Technical
                                            Services. Party B will provide technical services and training to Party A, taking advantage
                                            of Party B’s advanced software development and system integration technologies to improve
                                            Party A’s system integration. Such technical services shall include:



 


		(a)	administering,
                                            managing and maintaining information application systems and website system infrastructure;



 


		(b)	providing
                                            system optimisation plans and implementing optimisation features;



 


		(c)	procuring,
                                            installing and supporting Party B’s products, and providing training regarding the
                                            use of those products;



 


		(d)	managing
                                            and maintaining networks and providing technology to assure the reliability and efficiency
                                            thereof; and



 


		(e)	providing
                                            information technology services and assuring the reliable operation of information infrastructure.



 


		2.	Marketing and Management Consulting.
For the purposes of expanding Party A’s market share, marketing its products and creating an efficient internal operation for
Party A, Party B will provide consulting services regarding marketing and management. Such consulting services shall include:



 


		(a)	providing
                                            strategic co-operation proposals and recommending partners to Party A, and assisting Party
                                            A to establish and develop cooperative relationships with partners for the development of
                                            information networks and value-added telecommunication services;



 


		(b)	providing
                                            Party A with market development strategies, including without limitation advice on the design
                                            and improvement of Party A’s products, services and business model; and



 


		(c)	training
                                            management personnel and providing management consultation services, including without limitation
                                            regular business training for Party A’s management personnel and formulating practical and
                                            effective solutions to existing problems with respect to Party A’s business operations.



 


	3.	Finance
                                            Support. Party B will provide Party A with finance-related services with respect to Party
                                            A’s business, including without limitation:



 


		(a)	management
                                            of accounts payable;



 




    	Appendix I	- 1 -	 



     


    

 


		(b)	administration and reimbursement
of expenses;



 


		(c)	asset management and project accounting;



 


		(d)	management of general ledger, procurement
and cashier; and



 


		(e)	financial analysis.



 


		4.	Human Resources Support. Party
B will provide Party A with advice and assistance in the management of its workforce, including without limitation:



 


		(a)	generating and managing employment
contracts, amendments and renewals;



 


		(b)	administering payroll;



 


		(c)	administering benefits;



 


		(d)	withholding and remitting IIT and
social taxes on behalf of Party A and Party A’s employee;



 


		(e)	recruiting new staff in accordance
with Party A’s instruction;



 


		(f)	terminating the employment of staff
in accordance with Party A’s instructions; and



 


		(g)	providing, supporting and managing
human resources information system.



 


	Appendix I	- 2 -