Exhibit 10.7


 


Exclusive Assets Option Agreement


 


The Exclusive Assets Option Agreement (hereinafter
referred to as “the Agreement”) is made and entered into by and among the Parties below in Beijing on June 26, 2018.


 


Jianzhi Century Technology (Beijing) Co., Ltd.,
a limited liability company established and existing in accordance with PRC laws, with a unified social credit code: of 91110108MA01BGRH2B
and the address at 27A, 23/F, Building 1, No. A48 Zhichun Road, Haidian District, Beijing (“Party A”). 100% shares
of Party A are ultimately beneficially held by Jianzhi Education Technology Group Company Limited (“Ultimate Controlling Shareholder”),
a limited liability company incorporated in Cayman Islands.


 


Beijing Rongde Times Investment Management
Co., Ltd., a limited liability company established and existing in accordance with PRC laws, with a unified social credit code of
9111010855143768XQ and the address at B1-D33, No.15-11 Zhongguancun Street, Haidian District, Beijing (“Direct Shareholder A”).


 


Beijing Zhongsi Zhida Investment Management
Co., Ltd., a limited liability company established and existing in accordance with PRC laws, with a unified social credit code of
911101083442412115 and the address at 340, 3/F, Building 1, Shangpinyuan, Baijiatuan, Haidian District, Beijing (“Direct Shareholder
B”).


 


Li Meiliang, a natural person of Chinese
nationality, ID Card No. [***].


 


Li Jinbiao, a natural person of Chinese
nationality, ID Card No. [***].


 


(Direct Shareholder A, Direct Shareholder B, Li
Meiliang and Li Jinbiao are collectively called “Direct Shareholders” or “Party B”.)


 


Beijing Sentu Education Technology Co., Ltd.,
a joint-stock company established and existing in accordance with PRC laws, with a unified social credit code of 91110108576937402H and
the address at 27B, Building 1, No. A48 Zhichun Road, Haidian District, Beijing (“Party C” or “Operating Entity”).


 


Wang Peixuan, a natural person of Chinese
nationality, ID Card No. [***].


 


Zhang Zhige, a natural person of Chinese
nationality, ID Card No. [***].


 


Li Jingru, a natural person of Chinese
nationality, ID Card No. [***].


 


Lian Yu, a natural person of Chinese nationality,
ID Card No. [***].


 


Qiu Mingjing, a natural person of Chinese
nationality, ID Card No. [***].


 


Chen Ling, a natural person of Chinese
nationality, ID Card No. [***].


 


Huang Zhihai, a natural person of Chinese
nationality, ID Card No. [***].


 


Guo Jianbing, a natural person of Chinese
nationality, ID Card No. [***].


 




     


     


    

 


Wu Yuxiao, a natural person of Chinese
nationality, ID Card No. [***].


 


(Li Meiliang, Li Jinbiao, Wang Peixuan, Zhang
Zhige, Li Jingru, Lian Yu, Qiu Mingjing, Chen Ling, Huang Zhihai, Guo Jianbing and Wu Yuxiao are collectively referred to as “Individual
shareholders”, and Wang Peixuan, Zhang Zhige, Li Jingru, Lian Yu, Qiu Mingjing, Chen Ling, Huang Zhihai, Guo Jianbing and Wu
Yuxiao are collectively referred to as the “Indirect shareholders”; Indirect shareholders and Direct Shareholders are
hereinafter collectively referred to as the “Shareholders”.)


 


The aforesaid Parties to the Agreement shall be
hereinafter individually referred to as a “Party” and collectively referred to as the “Parties”.


 


Whereas:


 


		(1)	The Direct Shareholders are the registered legal shareholders of Party C, holding 100% of the equity of
Party C in total;



 


		(2)	Party C intends to grant Party A an irrevocable and exclusive right to purchase all assets held by it,
and Party A agrees to accept the above purchase right granted by Party C;



 


		(3)	The Individual shareholders have issued a written individual shareholder commitment letter (“Individual
Registered Shareholders’ Undertakings”) with regard to the Agreement and their rights and interests held directly or indirectly
in the Operating Entity to the Board of Directors of the Ultimate Controlling Shareholder on the date of execution of the Agreement; and



 


		(4)	The Shareholders agree to give all necessary cooperation to Party A in exercising such Asset Purchase
Option (as defined below).



 


In witness whereof, the Agreement has been reached
and concluded by the Parties as below through consultation:


 


		1.	Asset Buying and Selling



 


		1.1	Grant of rights



 


		1.1.1	Party C hereby irrevocably grants Party A an irrevocable and exclusive right to purchase without any additional
conditions, so that Party A can, as permitted by PRC laws, decide on its own steps and purchase from Party C one or more times at any
time according to the price stated in Article 1.3 of the Agreement, or designate one or more people (each called the “Designated
Person”) to purchase from Party C all or part of its assets (“Asset Purchase Option”). Subject to the terms
and conditions of the Agreement, Party A has absolute discretion to decide the specific time, method and frequency of exercising its Asset
Purchase Option (“exercise of right”), as permitted by PRC laws and regulations. Except for Party A and the Designated Person,
no third party shall enjoy the Asset Purchase Option or other rights related to the assets of Party C, and Party C shall not grant any
such right to other third parties. “Person” as used in this paragraph and the Agreement means an individual, a company,
a joint venture, a partnership, an enterprise, a trust company or a non-corporate organization.



 




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		1.1.2	All Shareholders and the Operating Entity hereby agree and confirm that Party C grants Party A the Asset
Purchase Option in accordance with Article 1.1.1 hereof, and undertake to take all necessary actions to cause Party C to fulfill all its
obligations hereunder, including but not limited to passing or voting in favor any resolution of board of shareholders or Board of Directors
required by Party C to transfer Party C’s assets to Party A or the Designated Person or fulfill other obligations hereunder.



 


		1.2	Exercise steps of Asset Purchase Option



 


Subject to the provisions
of PRC laws and regulations, Party A may exercise the Asset Purchase Option at any time by giving a written notice to Party C (“Notice
of Asset Purchase”) in accordance with Article 1.1 above. The Notice of Asset Purchase shall specify the following matters:
(a) Party A’s decision to exercise the Asset Purchase Option and the subject of the transferred asset; (b) the scope of assets that
Party A intends to purchase from Party C (“Purchased Assets”); and (c) the date of purchase and/or transfer of the
Purchased Assets. There is no limit on the number of exercise by Party A. Within seven (7) working days upon receipt of the Notice of
Asset Purchase, Party C shall enter into the Asset Transfer Agreement attached hereto or other versions agreed by Party A with Party A
and/or the person designated by Party A to ensure that the Purchased Assets is transferred to Party A and/or the person designated by
Party A as soon as possible, and shall take all necessary actions to ensure that the corresponding industrial and commercial change procedures
are completed as soon as possible.


 


		1.3	Asset purchase price and its payment



 


Except for the appraisal
required by PRC laws when Party A exercises the right, the purchase price of the Purchased Assets (“Asset Purchase Price”)
shall be the higher of the net book value of the relevant assets or the lowest price permitted by PRC laws at that time. After the necessary
tax withholding (if applicable) of the Asset Purchase Price according to PRC laws, the Asset Purchase Price shall be remitted in RMB to
the account designated by Party C in RMB within two months from the date when the Purchased Assets are officially transferred to Party
A (If it is an asset that does not need to be registered, it shall be actually possessed by Party A) and Party A signs the relevant asset
transfer receipt. The Asset Purchase Price shall be returned to Party A or the Designated Person in full within one month from the date
of receipt by Party B or the earliest time permitted by PRC laws (whichever is later).


 


		1.4	Transfer of the Purchased Assets



 


Every time the Asset
Purchase Option is exercised:


 


		1.4.1	The Direct Shareholders shall convene a general meeting of shareholders and/or the meeting of the Board
of Directors of Party C in a timely manner, at which a resolution shall be passed to approve the transfer of Purchased Assets by Party
C to Party A and/or the Designated Person. The Shareholders shall take all necessary actions to promote the adoption of such shareholders’
resolutions;



 




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		1.4.2	Party C shall execute an Asset Transfer Agreement with Party A and/or the Designated Person (as applicable)
in accordance with the provisions of the Agreement and the Notice of Asset Purchase for each transfer in the format and content shown
in the Appendix of the Agreement;



 


		1.4.3	The Shareholders and Party C shall execute all other necessary contracts, agreements or documents, obtain
or assist Party A to obtain all necessary government licenses, permits and registrations (if applicable), and take all necessary actions
to transfer the effective ownership of the Purchased Assets to Party A and/or the Designated Person without any security interests, and
urge Party A and/or the Designated Person to be the registered owners of the Purchased Assets (if applicable). For the purposes of this
paragraph and the Agreement, “Security Interest” includes guarantees, mortgages, third-party rights or interests, any
acquisition rights, preemption rights, set-off rights, ownership retention or other security arrangements, etc.; however, for the sake
of clarity, any security interests arising hereunder shall not be included.



 


		2.	Undertakings



 


		2.1	Undertakings of relevant Shareholders and Party C



 


The Shareholders
and Party C hereby undertake separately and severally that:


 


		2.1.1	Without the prior written consent of Party A, it shall not supplement, change or amend the articles of
association and regulations of Party C in any form, increase or decrease its registered capital, or otherwise change its registered capital
structure;



 


		2.1.2	It shall maintain the existence of Party C, prudently and effectively operate its business and handle
its affairs pursuant to the good financial and commercial standards and practices, and urge Party C to fulfill its obligations under the
Exclusive Business Cooperation Agreement; the “Exclusive Business Cooperation Agreement” stipulated in this paragraph
and the Agreement refers to the Exclusive Business Cooperation Agreement signed by Party A and Party C on the date of execution of the
Agreement. Party A shall provide relevant business support, technical services and consulting services to Party C according to relevant
agreements;



 


		2.1.3	Without the prior written consent of Party A, it shall not sell, transfer, mortgage or otherwise dispose
of the legal or beneficial interests of any assets, business or income of Party C at any time since the date of execution of the Agreement,
or permit the encumbrance of any Security Interest thereon;



 


		2.1.4	Without the prior written consent of Party A, Party C shall not incur, inherit, warrant or permit any
debts, except for (i) debts incurred in daily business activities other than through loans; and (ii) debts that have been disclosed to
Party A and have been approved by Party A in writing;



 


		2.1.5	It shall operate all assets of Party C in daily business activities to maintain the asset value of Party
C and refrain from any actions/omissions that may affect its asset value;



 




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		2.1.6	It shall provide Party A with all information about the asset status and value of Party C upon Party A’s
request;



 


		2.1.7	Without the prior written consent of Party A, it shall not promote Party C to sign any major contracts
(for the purpose of this paragraph, a contract shall be considered material if its value exceeds RMB 100,000), except for contracts signed
in daily business activities;



 


		2.1.8	Without the prior written consent of Party A, it shall not promote Party C to provide loans or credits
or any form of guarantee to anyone;



 


		2.1.9	If so required by Party A, it shall purchase and hold an insurance related to the assets of Party C from
the insurance companies accepted by Party A, and the amount and coverage of such insurance shall be the same as that of companies operating
similar business of Party C;



 


		2.1.10	Without the prior written consent of Party A, it shall not promote or allow Party C to merge or unite
with anyone, or to acquire or invest in anyone, or to promote or allow Party C to sell its assets with a value above RMB 100,000;



 


		2.1.11	It shall promptly notify Party A of any litigation, arbitration or administrative procedures that have
occurred or may occur in relation to the assets, business or income of Party C, as well as any conditions that may adversely affect the
existence, business operation, financial status, assets or goodwill of Party C, and all measures approved by Party A shall be taken in
time to eliminate such adverse conditions or effective remedial measures shall be taken;



 


		2.1.12	It shall sign all necessary or proper documents, take all necessary or proper actions and file all necessary
or proper complaints or defend all claims as necessary and appropriate to maintain the ownership of all assets of Party C;



 


		2.1.13	Without the prior written consent of Party A, it shall ensure that Party C shall not distribute or actually
distribute dividends to its shareholders in any form, while upon the written request of Party A, Party C shall immediately distribute
all distributable profits to its shareholders;



 


		2.1.14	At the request of Party A, it shall appoint any person designated by Party A as a director of Party C
and/or remove the incumbent director of Party C;



 


		2.1.15	If Party C or any shareholder fails to fulfill its tax obligations under applicable laws, which prevents
Party A from exercising its Asset Purchase Option, Party A shall be entitled to require Party C or related shareholders to fulfill the
tax obligations, or require Party C or related shareholders to pay the tax to Party A, and Party A shall pay the tax on its behalf;



 


		2.1.16	It shall fully cooperate with Party A and its Ultimate Controlling Shareholder in the investigation, inquiry
and other requirements of any government and/or regulatory agency involving Shareholders or Party C and/or its subsidiaries; and



 


		2.1.17	It shall urge the wholly-owned or holding subsidiaries of Party C to make the same commitment to its own
related matters according to the above commitments made by Party C and abide by them.



 




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		2.2	Undertakings of Shareholders



 


The Shareholders hereby
undertake separately and severally that:


 


		2.2.1	Party B shall urge the board of shareholders or the Board of Directors of Party C to vote to approve the
transfer of the Purchased Assets stipulated in the Agreement and take any and all other actions that may be required by Party A;



 


		2.2.2	Without the prior written consent of Party A, Party B shall not require the Operating Entity to distribute
dividends or other forms of profits in respect of its equity owned by Party B, and shall not put forward or vote in favor of any resolution
of the board of shareholders related thereto. In any case, unless otherwise determined by Party A, if Party B receives the income, profit
distribution and dividends from the Operating Entity, it shall, to the extent permitted by PRC laws, immediately pay or transfer such
income, profit distribution and dividends to Party A or the party designated by Party A as the service fee payable by the Operating Entity
to Party A under the Exclusive Business Cooperation Agreement;



 


		2.2.3	The Shareholders shall strictly abide by the provisions of the Agreement and other contracts jointly or
separately signed with Party C and Party A, perform their obligations hereunder and other contracts, and refrain from any actions/omissions
that may affect its validity and enforceability; and



 


		2.2.4	The Shareholders shall urge the Direct Shareholders or the Board of Directors of Party C to veto any resolution
that requires the prior written consent of Party A in accordance with the Agreement without the prior written consent of Party A;



 


		3.	Representations and Warranties



 


The Shareholders
and Party C hereby jointly and separately represent and warrant to Party A on the date of execution of the Agreement and on each transfer
date of the Purchased Assets as follows:


 


		3.1	It has the authority to execute and deliver the Agreement and any Asset Transfer Agreement to which it
is a party for the Purchased Assets (each is referred to as “Transfer Agreement”), as well as to perform its obligations
under the Agreement and any Transfer Agreement. Party C agrees to sign a Transfer Agreement consistent with the terms in the Appendix
of the Agreement when Party A exercises the Asset Purchase Option. The Agreement and the Transfer Agreement constitute or will constitute
its legal, effective and binding obligations, and shall be enforceable against it;



 


		3.2	Neither the execution and delivery of the Agreement or any Transfer
Agreement nor the obligations hereunder or under any Transfer Agreement shall: (i) lead to any violation of any applicable laws in China;
(ii) conflict with the Articles of Association, rules or other organizational documents of Party C; (iii) cause a breach of or constitute
a breach of any contract or instrument to which it is a party or to which it is binding; (iv) cause any violation of any conditions for
the grant and/or continuation of any license or permit issued to either party; or (v) cause the suspension or revocation of or the imposition
of additional conditions on any license or permit issued to either party;



 




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		3.3	Party C has good and marketable ownership of all its assets, and has not set any Security Interest in
the above assets other than the Agreement;



 


		3.4	Party C does not have any outstanding debts, except (i) debts
incurred in daily business activities; and (ii) the debts that have been disclosed to Party A and approved by Party A in writing;



 


		3.5	Party C shall comply with all applicable PRC laws and regulations;



 


		3.6	There are no pending or possible lawsuits, arbitrations or administrative
procedures in connection with the assets in or with Party C; and



 


		3.7	In the event of the death, incapacity or other events (including
divorce and bankruptcy) of any individual shareholder which may affect his holding or exercise of his indirect holding of the Equity
of Party B and Party C, (i) any successor of the relevant individual shareholder; or (ii) a natural or legal person (“Designated
Assignee”) appointed by Party A pursuant to the Individual Registered Shareholders’ Undertakings signed by such Individual
shareholders shall be deemed to be a party to the Agreement, which shall assume all rights and obligations related thereto. In case of
any succession or equity transfer under the Individual Registered Shareholders’ Undertakings, the Shareholders will complete all
necessary procedures and take all necessary actions to procure the required government approval (if applicable) for such equity transfer.



 


		4.	Effectiveness and Term



 


The Agreement shall
take effect upon signature or seal by the Parties on the date first above written. Unless terminated in advance pursuant to the Agreement
or other agreements separately signed by the Parties, the Agreement shall be valid until all equity of Party C have been transferred to
Party A or a third party designated by Party A according to the Exclusive Assets Option Agreement signed by the Parties and direct and
indirect shareholders of Party C on the same date hereof.


 


		5.	Liability for Breach



 


		5.1	Except as otherwise provided in the Agreement, if a party (the
“Defaulting Party”) fails to perform all or any of its obligations under the Agreement or in any other way constitutes
a breach of the Agreement, then the other party (the “Aggrieved Party”) may: (a) give a written notice to the Defaulting
Party stating the nature and extent of the breach and require the Defaulting Party to remedy it at its own expense within a reasonable
period of time specified in the notice (the “Remedial Period”); and (b) if the Defaulting Party fails to remedy the
breach within the Remedial Period, the Aggrieved Party shall be entitled to require the Defaulting Party to bear all liabilities arising
out of its act in breach and to indemnify the Aggrieved Party for all actual economic losses arising out of its act in breach, including,
but not limited to, attorney’s fees, litigation or arbitration costs incurred in connection with any litigation or arbitration
proceeding in connection with such breach. Moreover, the Aggrieved Party shall be entitled to require the Defaulting Party to actually
perform its obligations hereunder. The Aggrieved Party also shall be entitled to request the relevant arbitration institution or court
to order the actual performance and/or enforcement of the terms agreed in the Agreement. The exercise of the aforesaid right of relief
by the Aggrieved Party shall not affect its exercise of other rights of relief in accordance with the provisions of the Agreement and
the laws and regulations.



 




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		5.2	With regard to the obligations hereunder, the Operating Entity and its shareholders shall bear joint and
several liabilities.



 


		5.3	Except as expressly provided by law, neither the Shareholders nor the Operating Entity shall be entitled
to terminate the Agreement due to Party A’s breach of contract.



 


		6.	Applicable Law, Dispute Resolution and Change of Law



 


		6.1	The execution, effectiveness, interpretation, performance, amendment and termination of the Agreement
and the resolution of disputes hereunder shall be governed by the officially published and publicly available laws of the People’s
Republic of China. Matters not covered in the officially published and publicly available laws of the People’s Republic of China
shall be governed by the principles and practices of international law.



 


		6.2	Any dispute arising out of the interpretation and performance of the Agreement shall be solved by the
Parties through friendly consultation first. In case no settlement can be reached within 30 days after either Party requests the other
Parties to resolve the dispute through consultation, the dispute may be submitted to China International Economic and Trade Arbitration
Commission (CIETAC) for arbitration by either Party in accordance with the arbitration rules of CIETAC then effective. The arbitration
shall take place in Beijing. The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding
on all Parties.



 


		6.3	In case of any dispute arising out of the interpretation and performance of the Agreement, or any pending
arbitration, the Parties hereto shall continue to exercise their rights and perform their obligations hereunder, except for the matters
in dispute.



 


		6.4	If, at any time after the execution of the Agreement, any PRC laws, regulations or rules are promulgated
or changed, or the interpretation or application of such laws, regulations or rules is changed, the following provisions shall apply:
(a) If the change of laws or newly enacted regulations is more favorable to either party than the relevant laws, regulations, decrees
or regulations in force as of the date of the Agreement (without significant adverse effect to the other parties), the Parties shall timely
modify the Agreement to benefit from such change or new provision; or, the Parties shall promptly apply for benefits arising from such
change or new provision. The Parties shall do their best to obtain approval for such application; (b) if the economic interests of either
party hereunder are materially and adversely affected, directly or indirectly, by such legal changes or newly enacted provisions, the
Parties shall use all lawful means to obtain an exemption from compliance with such changes or provisions and use their best efforts to
continue the execution of the Agreement in accordance with its original terms. If the adverse impact on the economic interests of either
party cannot be resolved in accordance with the provisions of the Agreement, the parties shall, after the affected party notifies the
other parties, negotiate in time and make all necessary amendments to the Agreement as permitted by PRC laws to maintain the economic
interests of the affected party hereunder; and (c) if any of the aforesaid legal changes or newly enacted provisions render the existence
or performance of the terms of the Agreement illegal or contrary to such PRC laws, the Parties shall use their best efforts and, as required
by Party B, immediately take all actions, as far as practicable, necessary to maintain the validity of the Agreement or to realize the
intent and purpose of the Agreement in an appropriate, enforceable and most similar manner.



 




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		6.5	Subject to the provisions of PRC laws, the arbitral tribunal may order indemnity, injunctive relief (including
but not limited to for the purpose of conducting business or for the purpose of forcible transfer of assets) or liquidation of the Parties
in respect of their equity interest or property interest. After the arbitration award takes effect, either Party shall be entitled to
apply to a competent court for enforcement of the arbitration award. Subject to the provisions of PRC laws, upon the request of a disputing
party, the court with jurisdiction shall be entitled to provide temporary relief measures to the disputing party while waiting for the
formation of the arbitration tribunal or under other appropriate circumstances permitted by law as a property preservation or enforcement
measure. Subject to the provisions of PRC laws, (i) Hong Kong, (ii) Cayman Islands, and (iii) the place of incorporation of the Operating
Entity (that is, Beijing, China); And (iv) the court where the Ultimate Controlling Shareholder or the principal assets of the Operating
Entity are located has jurisdiction over the aforesaid purposes.



 


		7.	Taxes and Expenses



 


Each Party shall
be liable for any and all transfer and registration taxes, costs and expenses incurred by or imposed on the Party in connection with the
preparation and execution of the Agreement and each Transfer Agreement and the completion of the transactions contemplated by the Agreement
and each Transfer Agreement in accordance with the laws of the People’s Republic of China.


 


		8.	Notices



 


		8.1	All notices and other communications required or permitted to be given under the Agreement shall be delivered
by hand, registered post with postage prepaid, commercial courier service or fax to the Parties at the following address. Each notice
shall also be confirmed by e-mail. The date on which such notice is deemed as served is determined as follows:



 


		8.1.1	If a notice is given by hand, courier service or registered post with postage prepaid, it shall be deemed
as duly served on the date of delivery or rejection to the designated address set forth in the notice.



 


		8.1.2	If a notice is sent by fax, it shall be deemed as duly served on the date of successful transmission (as
evidenced by the automatically generated confirmation information of the transmission).



 




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		8.2	For the purpose of the notice, the addresses of the Parties are as follows:



 


	 	Company:	Jianzhi Century Technology (Beijing) Co., Ltd.
	 	Address:	[***]
	 	To:	[***]


 


	 	Company:	Beijing Rongde Times Investment Management Co., Ltd.
	 	Address:	[***]
	 	To:	[***]


 


	 	Company:	Beijing Zhongsi Zhida Investment Management Co., Ltd.
	 	Address:	[***]
	 	To:	[***]


 


	 	Company:	Beijing Sentu Education Technology Co., Ltd.
	 	Address:	[***]
	 	To:	[***]


 


	 	Name:	Li Meiliang
	 	Address:	[***]


 


	 	Name:	Li Jinbiao
	 	Address:	[***]


 


	 	Name:	Wang Peixuan
	 	Address:	[***]


 


	 	Name:	Zhang Zhige
	 	Address:	[***]


 


	 	Name:	Li Jingru
	 	Address:	[***]


 


	 	Name:	Lian Yu
	 	Address:	[***]


 


	 	Name:	Qiu Mingjing
	 	Address:	[***]


 


	 	Name:	Chen Ling
	 	Address:	[***]


 


	 	Name:	Huang Zhihai
	 	Address:	[***]


 


	 	Name:	Guo Jianbing
	 	Address:	[***]


 


	 	Name:	Wu Yuxiao
	 	Address:	[***]


 




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		8.3	The address where notices are to be sent may be changed by either Party at any time after sending a notice
to the other Parties in accordance with this clause.



 


		9.	Duty of Confidentiality



 


The Parties
further agree and confirm that any oral or written information provided by and/or exchanged among them in connection with the Agreement
shall belong to confidential information. Each Party shall keep confidential all such information and shall not disclose any relevant
information to any third party without the written consent of the other Parties, except that: (a) such information is or will be publicly
known (not for the disclosure of the receiving Party); (b) such information is required to be disclosed by applicable laws, rules or regulations
of any stock exchange, or requirement or order of a government sector, court, arbitration institution or other regulatory authorities;
or (c) such information is disclosed by either Party to its legal or financial adviser or other professional advisors in connection with
the transactions stated herein and such legal or financial adviser or other professional advisors shall be subject to the duty of confidentiality
similar to this Article. The disclosure of any confidential information by any staff or organization employed by either party shall be
deemed as the disclosure of such confidential information by such party, and such party shall be held legally liable for any breach of
the Agreement. The Parties agree that the Article shall remain in force and effect regardless of whether the Agreement is invalid, of
modified, dissolved or terminated for any reason, or rendered inoperable.


 


		10.	Further Warranty



 


It is agreed by the
Parties to promptly sign documents and take further actions reasonably required or in favor to carrying out the provisions and serving
purposes hereof.


 


		11.	Miscellaneous



 


		11.1	Revision, Modification and Supplementation



 


		11.1.1	Any revision, modification and supplementation hereto shall be
signed by the Parties in written agreement.



 


		11.1.2	The Parties shall amend the Agreement accordingly in the event
of any suggestion by the Stock Exchange of Hong Kong Limited or other regulatory authorities or exchanges to amend the Agreement, or
any change in the rules or requirements relating to the listing of securities of the Stock Exchange of Hong Kong Limited in connection
with the Agreement.



 


		11.2	Entire Contract



 


Except for the written
revision, supplementation or modification made after the execution hereof, the Agreement shall constitute the entire Agreement between
the Parties with respect to the subject matter hereof and supersede any and all previous oral or written consultations, representations
and contracts between them with respect to the subject matter hereof. The appendixes hereto shall constitute a part of the Agreement and
have the same legal effect as the Agreement.


 




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		11.3	Headings



 


The headings of the
Agreement are for convenience only and shall not be used as interpretation or explanation, or affect the meaning or interpretation of
the provisions hereof.


 


		11.4	Language



 


The Agreement is written in Chinese and is made out in eighteen
(18) originals, with each Party holding one (1) original and the remaining originals kept by Party A for future use. Each original shall
be equally authentic.


 


		11.5	Severability



 


One or more provisions hereof ruled
to be invalid, illegal or unenforceable in any respect under any law or regulation shall not affect or impair the validity, legality or
enforceability of any other provisions hereof in any respect. The Parties shall endeavor to, through consultations in good faith, replace
the invalid, illegal or unenforceable provisions with such effective provisions as permitted by law and desired by the Parties to the
maximum extent. The economic effects of such effective provisions shall be as similar as possible to those invalid, illegal or unenforceable
provisions.


 


		11.6	Successor



 


The Agreement shall
be binding upon respective successors of the Parties and assignees permitted by each Party.


 


		11.7	Survival



 


		11.7.1	Any obligation arising under the Agreement or becoming due prior
to the expiration or early termination of the Agreement shall survive the expiration or early termination hereof.



 


		11.7.2	The provisions of Article 6, Article 8 and Article 11.7 hereof
shall survive the termination of the Agreement.



 


		11.8	Assignment



 


The Operating Entity
shall not transfer its rights and obligations hereunder to any third party without the written consent of Party A.


 


The Shareholders
and the Operating Entity agree that Party A may transfer its rights and obligations hereunder to any third party by giving prior written
notice to Party C without the consent of any shareholder or the Operating Entity.


 


		11.9	Waiver



 


Either Party may waive
the terms and conditions hereof, provided that it is made in writing and signed by each and every Party. Under certain circumstances,
any waiver by a Party to the breach of other Parties shall not be construed as a waiver of any other similar breach by any other Parties
under other circumstances.


 


[NO TEXT BELOW]




    12


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


Party A: Jianzhi Century Technology (Beijing) Co., Ltd. 


 


	By:	/s/ Li Jingru	 
	 	Name: Li Jingru	 
	 	Title: Legal Representative	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


Party B: Beijing Rongde Times Investment Management Co., Ltd. 


 


	By:	/s/ Wang Peixuan	 
	 	Name: Wang Peixuan	 
	 	Title: Legal Representative	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


Beijing Zhongsi Zhida Investment Management Co., Ltd. 


 


	By:	/s/ Li Jingru	 
	 	Name: Li Jingru	 
	 	Title: Legal Representative	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


	By:	/s/ Li Meiliang	 
	 	Name: Li Meiliang	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


	By:	/s/ Li Jinbiao	 
	 	Name: Li Jinbiao	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


Party C: Beijing Sentu Education Technology Co., Ltd. 


 


	By:	/s/ Wang Peixuan	 
	 	Name: Wang Peixuan	 
	 	Title: Legal Representative	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


	By:	/s/ Wang Peixuan	 
	 	Name: Wang Peixuan	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the signature page of the
Exclusive Assets Option Agreement)


 


	By:	/s/ Zhang Zhige	 
	 	Name: Zhang Zhige	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Li Jingru	 
	 	Name: Li Jingru	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Lian Yu	 
	 	Name: Lian Yu	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Qiu Mingjing	 
	 	Name: Qiu Mingjing	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Chen Ling	 
	 	Name: Chen Ling	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Huang Zhihai	 
	 	Name: Huang Zhihai	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Guo Jianbing	 
	 	Name: Guo Jianbing	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


(There is no text on this page and only for the
signature page of the Exclusive Assets Option Agreement)


 


	By:	/s/ Wu Yuxiao	 
	 	Name: Wu Yuxiao	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


Appendixes


 


Model of Asset Transfer Agreement


 


Asset Transfer Agreement


 


The Agreement is made and entered into on [ ]
by the following Parties:


 


Party A (Transferor): Beijing Sentu
Education Technology Co., Ltd.


 


Party B (Transferee): Jianzhi Century
Technology (Beijing) Co., Ltd.


 


		(1)	Party A is a company duly incorporated and validly existing within the territory of China, and its assets
include but are not limited to: hardware equipment, office appliances and supplies, software copyright, trademark, patent, KNOW-HOW, domain
name, human resources, contract, software, user database, various qualifications, cash, equity and debt benefits;



 


“Assets” referred
to in the Agreement refer to all or part of the above assets owned by Party A at the execution of the Agreement and permitted to be transferred
by PRC laws. See the Appendix for the list of assets;


 


		(2)	Party A, its registered legal shareholders Beijing Rongde Times Investment Management Co., Ltd., Beijing
Zhongsi Zhida Investment Management Co., Ltd., Li Meiliang, Li Jinbiao and Party B have signed an Exclusive Assets Option Agreement on
[ ], by which Party A grants Party B an irrevocable and exclusive purchase right to purchase all or part of the assets held by Party A
(“Purchase Option Agreement”).



 


Through amicable consultation, Party A and Party
B hereby enter into the following agreement on matters regarding the asset transfer:


 


		Article 1	Asset Transfer



 


		1.1	Subject to the terms and conditions of the Agreement and the Purchase Option Agreement, Party A agrees
to transfer all of its assets to Party B and Party B agrees to purchase all of the assets.



 


		1.2	The total transfer price of assets is RMB _______.



 


		1.3	Party A hereby waives and agrees to facilitate the waiver of any restrictions on asset transfer that may
exist under applicable PRC laws, Articles of Association or other regulations.



 


		Article 2	Delivery and price payment



 


		2.1	Party A shall transfer the assets to Party B within _____ business days (“Delivery Period”)
after the execution of the Agreement.



 


		2.2	Party A shall make the assets complete all necessary registration of changes and government approvals
within the delivery period, so as to make the asset transfer proposed herein effective (if applicable). Party A shall try its best to
handle such approval and registration as soon as possible and in the shortest possible time.



 




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		2.3	Party A shall take all necessary measures and cooperate fully with Party B to safeguard the complete interests
of Party B in obtaining assets, and shall sign all relevant documents and take relevant measures (or require other relevant third parties
to sign relevant documents and take relevant measures) so that Party B can obtain all necessary or appropriate rights and interests.



 


		2.4	Party A and Party B agree as follows on the delivery of the intellectual property rights to be transferred:



 


		(a)	With respect to the intellectual property rights that shall be subject to ownership proof according to
the laws of China or other relevant countries, Party A shall, on the delivery date, deliver to Party B for management all the technical
data in any form or stored in any carrier related to such intellectual property rights, and go through the relevant registration procedures
for ownership change.



 


		(b)	For intellectual property rights which are not or are not required to apply for ownership certificate
under the laws of China or other relevant countries, Party A shall, on the delivery date, deliver all technical data in any form or stored
in any carrier related to such intellectual property rights to Party B for management and beneficial possession. Party A and Party B shall
sign the intellectual property delivery certificate, which shall list the list of intellectual property rights delivered by Party A. Upon
completion of such delivery, all rights to all intellectual property rights listed in the intellectual property delivery certificate shall
be deemed to be beneficially owned by Party B. Party A shall no longer have any property rights or interests in the relevant intellectual
property rights.



 


		(c)	With respect to the intellectual property assets developed or acquired by Party A based on the said transferred
intellectual property rights, Party A hereby undertakes to transfer to Party B at RMB 1 or the lowest price permitted by law. In the event
that direct transfer cannot be realized due to legal or policy reasons, Party A hereby undertakes to grant Party B a perpetual and exclusive
worldwide right to use the intellectual property rights without payment of royalties.



 


		2.5	With regard to the transfer of all and/or key employees employed by Party A before the delivery and related
to the business transferred to Party B, Party A shall terminate the employment of such employees by entering into a satisfactory agreement
with such employees (“Termination of Employment Contract”), and Party B shall enter into a new employment agreement
with such employees. The aforesaid agreement to terminate the employment and the newly concluded employment agreement shall come into
force from the delivery date (as defined below).



 


		2.6	Subject to the satisfaction of the delivery and the consent of the third party, Party A shall, on the
delivery date, transfer and assign all the contracts signed with the third party (“Transfer Contracts”) existing related
to the business transferred to Party B, and Party B shall accept such transfer and assignment. Party A shall, prior to the delivery, make
its best efforts to obtain the consent of all third parties necessary to make the said transfer effective.



 




    2


     


    

 


		2.7	Party A shall deliver the assets to Party B together with all relevant supporting documents. Party B shall
accept and examine the assets and all relevant supporting documents delivered by Party A. After checking, Party B shall sign the asset
handover form. The assets shall be deemed to have been delivered to Party B when Party B signs the handover form, and the date of signature
shall be the date on which the ownership of the assets is delivered to Party B (i.e. the “Delivery Date”). For the
avoidance of doubt, the aforesaid supporting documents include but are not limited to the termination of the employment contract and the
transfer contract.



 


		2.8	The asset price paid by Party B shall be paid to the account designated by Party A in RMB spot exchange
within two months after the delivery date.



 


		Article 3	Representations and Warranties



 


		3.1	Party A hereby represents and warrants that:



 


		(a)	Party A is an enterprise duly incorporated and validly existing under the laws of the People’s Republic
of China.



 


		(b)	The execution and performance of the Agreement by Party A within the power and business scope of its company
has been authorized by the company, and has obtained the consent and approval of third parties and government departments, and does not
violate any legal or contractual restrictions that are binding or have an effect on Party A.



 


		(c)	Once signed, the Agreement shall constitute a legal, valid, binding and enforceable document for Party
A.



 


		(d)	Party A has the power or the authorization of the company to make the transfer of the assets hereunder.
Party A has full ownership of the assets and the assets are free from leases, liens, mortgages, guarantees or other encumbrances except
for the performance of the Purchase Option Contract. Moreover, there are no circumstances or events that may invalidate or adversely affect
Party B’s acceptance of and ownership of the assets under the Agreement, including but not limited to any litigation, arbitration,
seizure or detention by administrative or judicial authorities.



 


		(e)	Party A shall have all, full and complete rights in the intellectual property rights related to the assets,
which shall not be affected or restricted by any lien, mortgage, pledge or any other third-party rights.



 


		(f)	Party A warrants that the signing of the Agreement does not violate legal provisions and is within its
rights and capacity to act, and that the signing of the Agreement by Party A does not violate any agreement, contract, memorandum or letter
of intent signed by Party A with any third party, and that the signing of the Agreement by Party A will not cause any adverse consequences
to Party A.



 




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		(g)	Before the delivery date, the assets are free of:



 


		a)	Any major adverse changes; or



 


		b)	Any significant actual or contingent debt, obligation or responsibility.



 


		(h)	From the signing date, without the permission of Party B, Party A shall not directly or indirectly engage
in or assist or encourage others to engage in direct or indirect competition with Party B, and shall not provide consultants, consultations,
etc. to enterprises, companies, institutions and/or individuals that compete with Party B, nor directly or indirectly participate in its
operation, management and/or technical activities, nor hold or trade any form of rights and interests of enterprises, companies, institutions
and/or individuals that compete with Party B, and shall keep the trade secrets of Party B and the process of the asset transfer transaction.



 


		3.2	Party B hereby represents and warrants that:



 


		(a)	Party B is an enterprise duly incorporated and validly existing under the laws of the People’s Republic
of China;



 


		(b)	Party B shall perform the Agreement within its corporate power and business scope; It has obtained the
necessary authorization from the company and the consent and approval of third parties and government departments, and does not violate
any legal or contractual restrictions that are binding or have an impact on it;



 


		(c)	The Agreement, upon execution, shall constitute a legal, valid, binding and enforceable document for Party
B.



 


		Article 4	Liability for Breach



 


In case of any violation of the provisions hereof
by either Party, the breaching Party shall compensate the other Party for all losses thus incurred.


 


		Article 5	Confidentiality Provisions



 


The Parties acknowledge that any oral or written
information exchanged between them in connection with the Agreement belongs to confidential information. Each Party shall keep confidential
all such information and shall not disclose any relevant information to any third party without the written consent of the other Party,
except that: (a) such information is or will be publicly known (not for the disclosure of the receiving Party); (b) such information is
required to be disclosed by applicable laws, or rules or regulations of any stock exchange; or (c) such information is disclosed by either
Party to its legal adviser or financial adviser in connection with the transactions stated herein and such legal adviser or financial
adviser shall be subject to the duty of confidentiality similar to this Article. The disclosure of any confidential information by any
staff or organization employed by either party shall be deemed as the disclosure of such confidential information by such party, and such
party shall be held legally liable for any breach of the Agreement. The provision shall survive the termination of the Agreement for any
reason whatsoever.


 


		Article 6	Applicable Law and Dispute Resolution



 


		6.1	The execution, effectiveness, interpretation and performance of the Agreement and the resolution of disputes
hereunder shall be governed by the officially published and publicly available laws of the People’s Republic of China. Matters not
covered in the officially published and publicly available laws of the People’s Republic of China shall be governed by the principles
and practices of international law.



 




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		6.2	Any dispute arising out of the interpretation and performance of the Agreement shall be solved by the
Parties through friendly consultation. In case no settlement can be reached within 30 days after either Party requests to resolve the
dispute through consultation, the dispute may be submitted to China International Economic and Trade Arbitration Commission (CIETAC) for
arbitration by either Party in accordance with the arbitration rules of CIETAC then effective. The arbitration shall take place in Beijing.
The arbitration proceedings shall be conducted in Chinese. The arbitration award shall be final and binding upon the Parties hereto.



 


		6.3	In case of any dispute arising out of the interpretation and performance of the Agreement, or any pending
arbitration, the Parties hereto shall continue to exercise their rights and perform their obligations hereunder, except for the matters
in dispute.



 


		Article 7	Handling fees and other expenses



 


All expenses and actual expenses related to the
Agreement, including but not limited to legal fees, costs, stamp duty and any other taxes and expenses, shall be borne by Party A and
Party B respectively.


 


		Article 8	Assignment



 


No assignment shall be made by Party A with respect
to the rights and obligations hereunder to any third party without the prior written consent of Party B. Party B may transfer its rights
and obligations hereunder to any third party without the consent of Party A, provided that Party A is notified of the aforesaid transfer.


 


		Article 9	Severability



 


If any provision hereunder is invalid or unenforceable
due to inconsistency with applicable laws, such provision shall be invalid or unenforceable only within the jurisdiction of the applicable
laws and shall not affect the legal effect of the other provisions of the Agreement.


 


		Article 10	Modification and Supplementation to the Agreement



 


Modification and supplementation to the Agreement
shall be made by the Parties in a written agreement. The modification and supplementation to the Agreement duly signed by the Parties
shall form a part of the Agreement and shall have the same legal effect as the Agreement.


 


		Article 11	Notices



All notices and other communications required
or permitted hereunder shall be sent to the addresses of the Parties under Article 8 of the Purchase Option Agreement.


 


		Article 12	Miscellaneous



 


		12.1	The Agreement is written in Chinese and is made out in ____ originals, with each Party holding one (1)
original and each original being equally authentic.



 


		12.2	The Contract shall come into force as of the date of signature by both Parties.



 


[NO TEXT BELOW]


 




    5


     


    

 


IN WITNESS WHEREOF, the Parties hereto have executed
the Asset Transfer Agreement on the date set forth below.


 


Party A: Beijing Sentu Education Technology Co., Ltd. 


 


	By:	 	 
	 	Name: 	 
	 	Title: Legal Representative	 


 


Date of Signing:


 


Party B: Jianzhi Century Technology (Beijing) Co., Ltd. 


 


	By:	 	 
	 	Name: 	 
	 	Title: Legal Representative	 


 


Date of Signing:


 




    6


     


    

 


Appendix: List of Assets








 


 


7