Exhibit 10.2


 


Business Cooperation Agreement


 


This Business Cooperation
Agreement (this “Agreement”) is made and entered into by and between the following parties on June 3, 2017 in Wuhan,
the People’s Republic of China (“China” or the “PRC”).


 


	Party A:	Wuhan Shengshi Leju Management Co., Ltd.
	 	 
	Address:	Room 1, 15F, Building 6, Fanhai International Tower, Soho City, Central Business Area, Wang Jia Dun, Jianghan District, Wuhan
	 	 
	Party B:	Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.
	 	 
	Address:	No.1, 23F, Building 4, Fanhai International Tower, Soho City, Central Business Area, Jianghan District, Wuhan


 


Each of Party A and
Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.


 


Whereas,


 


		1.	Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources
to provide technical and consulting services;



 


		2.	Party B is a company with exclusively domestic capital registered in China and engages in internet
home decoration and other businesses (the “Principal Business”).



 


		3.	Party A is willing to provide Party B with technical support, consulting services and other commercial
services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in
technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s),
each on the terms set forth herein.



 


Now, therefore, through
mutual discussion, the Parties have reached the following agreements:


 




    	1 
 
 Business Cooperation Agreement



     


    

 


		1	Services Provided by Party A



 


		1.1.	Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with
complete technical support, business support and related consulting services during the term of this Agreement, in accordance with
the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business
as may be determined from time to time by Party A, such as but not limited to technical services, business consultations, equipment
or property leasing, marketing consultancy, system integration, product research and development, and system maintenance.



 


		1.2.	Party B agrees to accept all the consultations and services provided by Party A. Party B further
agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly
accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation
relationship with any third party regarding the matters contemplated by this Agreement. The Parties agree that Party A may appoint
other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations
and/or services under this Agreement.



 


		1.3.	Service Providing Methodology



 


		1.1.1.	Party A and Party B agree that during the term of this Agreement, where necessary, Party B may
enter into further technical service agreements or consulting service agreements with Party A or any other party designated by
Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting
services.



 


		1.1.2.	To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where
necessary, Party B may enter into equipment or property lease agreements with Party A or any other party designated by Party A
which shall permit Party B to use Party A's or its designee’s relevant equipment or property based on the needs of the business
of Party B.



 




    	2 
 
 Business Cooperation Agreement



     


    

 


		2.	The Calculation and Payment of the Service Fees



 


Both Parties
agree that, in consideration of the services provided by Party A, Party B shall pay to Party A the fees (the “Service
Fees”) equal to 100% of the after-tax net income of Party B; however, upon mutual discussion between the Parties
and the prior written consent by Party A, the rate of Service Fees may be adjusted based on the services rendered by Party A in
that month and the operational needs of Party B. All out-of-pocket expenses (including without limitation the travelling expenses,
accommodation, transportation, printing and postage fees and etc.) that Party A may incur as a result of the provision of the Services
hereunder shall be solely borne by Party B. The Service Fees shall be due and payable on a monthly basis; within 30 days after
the end of each month, Party B shall (a) deliver to Party A the management accounts and operating statistics of Party B for such
month, including the after-tax net income of Party B during such month (the “Monthly Income”), and (b) pay 100%
of such Monthly Income, or other amount agreed by Party A, to Party A (each such payment, a “Monthly Payment”). Within
ninety (90) days after the end of each fiscal year, Party B shall (a) deliver to Party A audited financial statements of Party
B for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by Party A,
and (b) pay an amount to Party A equal to the shortfall, if any, of the net income of Party B for such fiscal year, as shown in
such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by Party B to Party A in such
fiscal year. Unless the Parties agree otherwise or the law provides otherwise, the Service Fees payable by Party B hereunder shall
not be subject to any deduction or set-off (e.g. bank handling fees etc). The management report, operation data and financial statements
provided by Party B shall be true, valid, accurate and complete. If Party A suffers any losses as a result of any defect of the
aforesaid documents, Party B shall be fully responsible for such losses. In the event that Party B’s payment obligation hereunder
is reduced or released because of the provision by Party B of any fraudulent materials to Party A, Party B hereby irrevocably undertakes
to compensate Party A accordingly for the amount so reduced or released.


 


		3.	Intellectual Property Rights and Confidentiality 



 


		3.1.	To the extent permitted under the PRC laws, Party A shall have exclusive and proprietary rights
and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance
of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets
and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications,
render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the
purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the
protections for any such intellectual property rights in Party A.



 




    	3 
 
 Business Cooperation Agreement



     


    

 


		3.2.	The Parties acknowledge that the existence and the terms of this Agreement and any oral or written
information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential
information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written
consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information
that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under
the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court
or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels
or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels
or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure
of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential
information by such Party, which such Party shall be held liable for breach of this Agreement. This Section shall survive the termination
of this Agreement for any reason.



 


		3.3.	The Parties agree that this Section shall survive changes to, and rescission or termination of,
this Agreement.



 



		4.	Representations and Warranties



 


		4.1.	Party A hereby represents and warrants as follows:



 


		4.1.1.	Party A is a wholly-foreign-owned enterprise legally registered and validly existing in accordance
with the laws of China.



 


		4.1.2.	Party A has taken all necessary corporate actions, obtained all necessary authorization and the
consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party
A’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding
on Party A.



 


		4.1.3.	This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance
with its terms.



 


		4.2.	Party B hereby represents and warrants as follows:



 


		4.2.1.	Party B is a company legally registered and validly existing in accordance with the laws of China
and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner. It has independent
legal person status, and has full and independent civil and legal capacity to execute, deliver and perform this Agreement. It can
sue and be sued as a separate entity.



 




    	4 
 
 Business Cooperation Agreement



     


    

 


		4.2.2.	Party B has taken all necessary corporate actions, obtained all necessary authorization and the
consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party
B’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding
on Party B.



 


		4.2.3.	This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable
against it.



 


		5.	Effectiveness and Term



 


This Agreement
is executed on the date first above written and shall take effect as of such date. This Agreement shall maintain effective unless
terminated in accordance with Section 6.1 or was compelled to terminate under applicable PRC laws and regulations.


 


		6.	Termination



 


		6.1.	During the term of this Agreement, unless Party A commits gross negligence, or a fraudulent act,
against Party B, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the
right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.



 


		6.2.	The rights and obligations of the Parties under Section 3, 7 and 8 shall survive the termination
of this Agreement.



 


		7.	Governing Law and Resolution of Disputes



 


		7.1.	The execution, effectiveness, construction, performance, amendment and termination of this Agreement
and the resolution of disputes hereunder shall be governed by the laws of China.



 


		7.2.	In the event of any dispute with respect to the construction and performance of this Agreement,
the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement
on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations,
either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission Hubei Sub-Commission
for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Wuhan City, Hubei Province, and
the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.



 




    	5 
 
 Business Cooperation Agreement



     


    

 


		7.3.	Upon the occurrence of any disputes arising from the construction and performance of this Agreement
or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue
to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.



 


		8.	Liability for Breach of Agreement



 


		8.1.	The Parties agree and confirm that, if either Party (the “Defaulting Party”)
is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a
default under this Agreement (the “Default”), which shall entitle the non-defaulting Party to request the Defaulting
Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such
Default within the reasonable period of time or within 30 days of non-defaulting Party’s written notice requesting for such
rectification or remedy, then the non-defaulting Party shall be entitled to elect any one of the following remedial actions: (a)
to terminate this Agreement and request the Defaulting Party to fully compensate its losses and damages; (b) to request the specific
performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to fully compensate non-defaulting
Party’s losses and damages.



 


		8.2.	No waiver of rights in respect of any Default hereunder shall be valid unless it was made in writing.
Any failure to exercise or delay in exercising any rights or remedy by any Party under this Agreement shall not be deemed as a
waiver of such Party. Any partial exercise of any right or remedy shall not affect the exercise of any other rights and remedies.



 


		8.3.	Notwithstanding Section 8.1 above, the Parties agree and confirm that in no circumstance shall
Party B early terminate this Agreement unless the applicable law or this Agreement provides otherwise.



 


		8.4.	Notwithstanding any other provisions under this Agreement, the validity of this Section shall not
be affected by the suspension or termination of this Agreement.



 


		9.	Notices



 


		9.1.	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission
to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which
notices shall be deemed to have been effectively given shall be determined as follows:



 




    	6 
 
 Business Cooperation Agreement



     


    

 


		9.1.1.	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.



 


		9.1.2.	Notices given by facsimile transmission shall be deemed effectively given on the date of successful
transmission (as evidenced by an automatically generated confirmation of transmission).



 


		9.2.	For the purpose of notices, the addresses of the Parties are as follows:



 


	Party A:	Wuhan Shengshi Leju Management Co., Ltd.
	 	 
	Address:	Room 1, 15F, Building 6, Fanhai International Tower, Soho City, Central Business Area, Wang Jia Dun, Jianghan District, Wuhan
	 	 
	Attn:	ZHENG WEI
	 	 
	Phone:	027-83668638
	 	 
	Party B:	Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.
	 	 
	Address:	No.1, 23F, Building 4, Fanhai International Tower, Soho City, Central Business Area, Jianghan District, Wuhan
	 	 
	Attn:	ZHENG WEI
	 	 
	Phone:	027-83668638


 


		9.3.	If any Party change its address for notices or its contact person, a notice shall be delivered
to the other Party in accordance with the terms hereof.



 


		10.	Assignment



 


		10.1.	Without Party A's prior written consent, Party B shall not assign its rights and obligations under
this Agreement to any third party.



 




    	7 
 
 Business Cooperation Agreement



     


    

 


		10.2.	Party B agrees that Party A may assign its obligations and rights under this Agreement to any third
party upon a prior written notice to Party B but without the consent of Party B.



 


		11.	Severability



 


In the event
that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance
with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not
be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties,
and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


 


		12.	Amendments and Supplements



 


Any amendments
and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed
by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity
as this Agreement.


 


		13.	Language and Counterparts



 


This Agreement
is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there
is any conflict between the Chinese version and the English version, the Chinese version shall prevail.


 


[THE SIGNATURE PAGE]


 




    	8 
 
 Business Cooperation Agreement



     


    

 


IN WITNESS WHEREOF, the Parties have caused
their authorized representatives to execute this Business Cooperation Agreement as of the date first above written.


 


	Party A:	Wuhan Shengshi Leju Management Co., Ltd.
	 	 
	By:	/s/ ZHENG Wei	 	 
	 	 
	Name:	ZHENG Wei
	 	 
	Title:	Legal Representative
	 	 
	Party B:	Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.
	 	 
	By:	/s/ ZHENG Wei	 	 
	 	 
	Name:	ZHENG Wei
	 	 
	Title:	Legal Representative


 








    	9 
 
 Business Cooperation Agreement