Operation and Intellectual
Property Service Agreement


 


THE OPERATION AGREEMENT
(the "Agreement") is made on October 20, 2015, and signed by the following parties in Beijing, China.




 


Party A:


		(1)	Mr. Liu Fu ,




Address Group 1, Committee 9, BaoAn Street, Kedong Town, Kedong County Heilongjiang Province


ID
No. 230230196505050257, 


The shareholder holding
65 percent of the shares of Shuhai Information Technology Co., Ltd ("the underlying shares ");


		(2)	Mrs. LIU Zhixin, 



Address Room
1204, Unit 3, Building 7, Tianqinwan Wuyi Road, Xinxiu District, Xianghe County, Langfang City,
Hebei Province.


ID
No. 230230198601020225, 


The shareholder holding
35 percent of the shares of Shuhai Information Technology Co., Ltd ("the underlying shares ");


		(3)	Shuhai Information Technology Co., Ltd ("domestic company")
is a company duly organized, validly existing and in good standing as a legal person under the laws of China.



The number of business
License 110106018653375,


The
registered address Room 21BC1 No.1 Xinghuo Road, Fengtai District, Beijing City 


 


Party B:


Tianjin Information Sea Information
Technology Co., Ltd, 


The
registered address Room
1704-8359 Block A, Building Kuangshiguoji Xiangluowan Tianjin Free Trade (Central Business District).


 


The
legal representative Liu Zhixin;


 




    


     


    

WHEREAS:


1. Party A is a domestic company with
all its shareholders. The domestic company and its two shareholders here are regarded as a joint party in this Agreement.


2. Party B is lawfully formed and validly
existing by virtue of the laws of China.


The license
number is 230100401000531, and the registered address is No.2 Floor 8 Unit 3 Building 206-1 Xianfengmarui Community Nangang
District, Harbin City;


3. Party A intends to entrust Party B
to operate the domestic company;


4. Party A intends to employ party B to
provide intellectual property services to the domestic company;


5. Party B operates the domestic company
and provides intellectual property services to the domestic company when receiving a commission of party A.


 


NOW, THEREFORE, in consideration of the
premises and the mutual promises set forth herein and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties agree as follows:


 


Article I Operation


1.1 In accordance with the terms of the
Agreement, party A agrees to entrust Party B to operate the domestic company, Party B agrees to operate the domestic company.


1.2 The Agreement is valid
from the commencement date. And in the case of any of the following circumstances, this Agreement shall be terminated.



(1) The company is
at the expiration of its functioning term; the follow-up company is established.


(2)
Acquisition completed date of domestic companies.


1.3 Party B should be solely responsible
for the management of the domestic company during the operation period, the management services shall include but not limited to:


(1) Party B should
be solely responsible for the management of the domestic company, including the appointment of the board of directors, hiring managers
and so on. Party A or its polling agent should be based on party B’s board resolutions making




    


     


    

the resolution of shareholder meeting
or the board resolution.


(2) Party B should
manage and control all assets of the domestic company, the domestic company shall open an operating account or an existing account
designated as an operating account. Party B has the right to decide to use the funds of the operating account, the signer of the
account should be designated or confirmation by party B. All funds of the domestic company should be stored in operating account,
including but not limited to: the existing working capital; the income of selling production equipment, inventory, raw materials
and accounts receivable to party B; all payment should be completed through the operating account, including but not limited to:
the existing accounts payable and operating costs, the payment of staff’s salaries and asset purchases; operating income
should be stored in this account.


(3) Party B has the
right to full control and manage the domestic company’s financial affairs and daily maintenance,
such as the signing and execution of the contract, the payment of taxes and fees, and so on.


(4) Party B shall provide
intellectual property services for the domestic company.


(5) Party B shall provide
purchasing management services for the domestic company.


(6) Party B shall provide
marketing management services for the domestic company.


(7) Party B shall provide
inventory management services for the domestic company.


(8) If the domestic
company needs extra money to sustain the operations of a company, party B shall through bank loans or other ways, fully complying
with Chinese laws and regulations, to provide the additional funds; while party A shall provide necessary assistance.


1.4 In view of party B’s consideration
for the above services, party A should pay operation fee equaling to pre-tax income of the domestic company to party B. Operation
fees are as follows: The operating fees is monthly income deducting operating costs, charges and taxes (income tax exclusions).
Those fees should be equal to the expected pre-tax income of the domestic company during the term of




    


     


    

Agreement. If there is no pre-tax income,
the domestic company does not need to pay the operating fee. When the company suffers losses, correlative fees should be carried
forward to the next month to offset next month’s operation fees. Both parties should make calculations. Party A shall pay
the operating fees for this month before the 20th next month. The operating fees should be adjusted once a quarter (quarterly adjustment)
before the tax declaration to ensure the after-tax profits of the company is zero in this quarter. Furthermore, the operating fees
should be adjusted (annual adjustment) once a year before the annual tax declaration to ensure the annual after-tax profits of
the company is zero in this year.


1.5 When the domestic company lacks
enough money to repay the owed debt, party B shall pay off the debts on behalf of the domestic company. If the domestic
company's net asset is lower than its registered capital, party B shall provide capital for the domestic company to make up
for the deficit.


 


ARTICLE II Rights and obligations
of both parties


2.1 In accordance with the terms of the
Agreement, the rights and obligations of party A as follows:


(1) During the period of validity of the
Agreement, party A shall transfer management of the company and all business information including business license and articles
of association to party B;


(2) Without the consent of party B, party
A shall not be entitled to make any business decision about domestic company;


(3) Party A shall have the right to
be informed of operating conditions of the domestic company and put forward the corresponding suggestion;


(4) According to the requirements of party
B, party A shall assist party B’s activities of operation;


(5) In accordance with the provisions
of "shareholder vote agency”, party A shall perform its obligation and not be in violation of the Agreement;


(6) Party A shall not use the
identity of the shareholder status in any forms to interfere in party B’s management of the domestic company;




    


     


    

(7) Without the consent of party B, party
A shall not entrust or award a third party other than the party B to exercise the shareholders' rights ;


(8) Without the consent of party B, party
A shall not entrust a third party other than the party B to manage the domestic company in any forms;


(9) Party A shall not unilaterally terminate
the Agreement for any reasons;


(10) Under the provisions of the Agreement,
party A shall enjoy their other rights and perform their other obligations.


2.2 In accordance with the terms of the
Agreement, the rights and obligations of party B as follows:


(1) Party B shall have the right independently
and fully to manage the domestic company;


(2) Party B shall have the right to
dispose all assets of the domestic company;


(3) Party B shall have the right to delegate
all directors of the domestic company;


(4) Party B shall have the right to
delegate the domestic company's general manager, deputy general manager, financial manager and other senior management
personnel;


(5) In accordance with the provisions
of "shareholder vote agency”, party B shall convene the shareholders’ meeting and sign shareholders’ resolution;


(6) Under the provisions
of the Agreement, party B shall enjoy their other rights and perform their other obligations.


 


ARTICLE III Guarantees and commitments


From the date of the Agreement, both parties
shall make the following guarantees and commitments to each other:


(1) Both parties have the right to sign
the Agreement, and have the ability to fulfill the Agreement;


(2) Both parties should timely complete
the authorization of the Agreement’s execution and handover in the form of shareholder resolutions;


(3) The two parties on behalf of the staff
have got the proper authorization to execute the Agreement;


(4) After the implementation Agreement,
both parties have no reasons to deny that the




    


     


    

Agreement shall be binding on both parties
and the Agreement is valid for both parties;


(5) To perform the Agreement not
mean to :


•
violate their business license, articles of association or terms of other similar document;


•
violate the provisions of Chinese laws and regulations or other government regulations;


•
lead to the other contract (one party involved ) default.


 


ARTICLE IV Effectiveness


The Agreement shall take effect after
it is signed and sealed by the authorized representatives of both parties.


 


ARTICLE V Responsibility for breach of
the Agreement


During the term of the Agreement, violation
of any provision of the Agreement is deemed to breach, the default party should bear the non-breaching party’s losses caused
by breach.


 


ARTICLE VI Force majeure


If the Agreement or part of the terms
cannot be fulfilled due to force majeure, cannot be regarded as default. The affected party should gather the evidence of force
majeure for the first time; both parties shall negotiate to solve the problem due to force majeure of unfulfilled agreement.


 


ARTICLE VII Governing law


The
validity, interpretation
and performance implementation of, and the settlement of disputes in respect of, the Agreement shall be governed by the laws and
regulations of the PRC.


 


ARTICLE VIII Dispute resolution




    


     


    

All disputes in connection with the Agreement
or the execution there of shall be settled through friendly negotiations. In case no settlement can be reached through negotiations,
the case should then be submitted for arbitration to China International Economic and Trade Arbitration Commission, Beijing. The
arbitral award is final and binding upon both parties.


 


ARTICLE IX Confidentiality


9.1 Without judicial authorities or government
departments’ legal requirements or another party’s agreement, the employees and representatives of both parties who
contact and understand the terms of the Agreement shall keep strictly confidential and not disclose any provisions to third parties,
otherwise, the party or person shall bear the corresponding legal responsibility.


9.2 The above confidentiality obligations
will not be terminated due to termination of this Agreement.


 


ARTICLE X Severability


10.1 Due to legal concerns lead to any
provision of the Agreement is invalid or unenforceable, the offending provision shall be stricken without affecting the remaining
provisions of the Agreement.


10.2 In the above case, the parties shall
through friendly consultations, as soon as possible to prepare the supplementary agreement to replace the invalid provision.


 


ARTICLE XI No-waiver


11.1 No failure or delay in exercising
any right hereunder this agreement or under the law shall be deemed a waiver therefore by any party.


11.2 No partly failure in exercising the
party’s rights shall be deemed as a waiver thereof the rest of the party’s rights.


11.3 If one party excuses the other party
does not fulfill some of the provisions of the Agreement, such excuses shall not be considered excuses for failing to perform the
same terms.




    


     


    

 


XII. Nontransferable


Unless specified in the Agreement, any
party shall not assign any rights and obligations of the Agreement to third parties without written consent of the other party,
nor provide third-parties guarantees or similar behavior.


 


XIII. Other matters


13.1 Both parties should bear all
the taxes and fees of the execution of the Agreement in accordance with the laws and regulations.


13.2 When the Agreement comes into
effect, any revision by both parties shall be an integral part of this Agreement and have the same effect. In the case of
revision are inconsistent with the Agreement, shall be subject to revision. If there are multiple corrections, the latest
revision shall prevail.


13.3 The present Agreement shall be made
out in sextuplicate. Each party keeps one original. And the rest will be used for registration or other necessary government approval
purposes.


13.4 The Agreement shall come into effect
and be implemented from the date of signature of both parties.


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

 


 


 


(No Text on this Page, only for Signature.)


 






	Party A:	 	 	 
	Mr. Liu Fu	 	 	Mrs. Liu Zhixin
	 	 	 	 
	 	 	 	 
	Signature:   /s/ Fu Liu          	 	 	Signature:/s/ Liu Zhixin




 


	Shuhai Information Technology Co., Ltd
	 
	Signature: /s/ Liu Zhixin                                  
	 
	Name:     Liu
    Zhixin                         
	 
	Position:Legal representative
	 
	 
	Party B:
	 
	Tianjin Information Sea Information Technology Co., Ltd
	 
	Signature: /s/ Liu Zhixin                                           
	 
	Name:   Liu Zhixin                                    
	 
	Position:Legal representative