Exhibit 10.6


 


Exclusive Call Option Agreement


 


The Exclusive Call Option Agreement (hereinafter
referred to as “the Agreement”) is made and entered into by and among the following Parties 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 the Operating Entity, holding 100% of the equity of the Operating Entity in total;



 


		(2)	The Direct shareholders intend to grant Party A an irrevocable
and exclusive right to purchase all or part of the equity of the Operating Entity held by it, and Party A agrees to accept the above
purchase right granted by the Direct shareholders;



 


		(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)	All Shareholders and the Operating Entity agree to give all necessary cooperation to Party A in exercising
such Equity Purchase Option (as defined below).



 


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


 


		1.	Equity trading



 


		1.1	Grant of rights



 


		1.1.1	Party B 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 B 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 B all or part of the equity directly and/or indirectly held by it in the Operating Entity (“Equity
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 Equity Purchase Option, as permitted by PRC laws and regulations. The Operating Entity hereby
agrees that the Direct shareholders grant the Equity Purchase Option to Party A. Except for Party A and the Designated Person, no third
party shall enjoy the Equity Purchase Option or other rights related to the equity of the Operating Entity held by Party B, and Party
B shall not grant any such right to any third party. “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 B grants Party A the Equity
Purchase Option in accordance with Article 1.1.1 of the Agreement, and undertake to take all necessary actions to urge Party B to fulfill
all its obligations hereunder, including, but not limited to passing or voting in favor the resolutions of the board of shareholders or
the Board of Directors required by Party B to transfer the equity of the Operating Entity to Party A or the Designated Person or perform
other obligations hereunder.



 


		1.1.3	On the signing date of the Agreement, Party B shall deliver to Party A:



 


		(a)	Two duly executed but undated transfer agreements in all forms and contents satisfactory to Party A and/or
in the form substantially as shown in the Appendix; and



 


		(b)	All documents required and satisfactory to Party A in order to make the transfer of any equity purchased
hereunder effective.



 


		1.2	Exercise steps of Equity Purchase Option



 


Subject to the provisions
of PRC laws and regulations, Party A may exercise the Equity Purchase Option at any time by giving a written notice to Party B (hereinafter
referred to as the “Notice of Equity Purchase”) in accordance with Article 1.1 above. The Notice of Equity Purchase
shall specify the following matters: (a) Party A’s decision to exercise the Equity Purchase Option and the assignee of the equity;
(b) the total equity that Party A intends to purchase from Party B (“Purchased Equity”); and (c) the date of purchase
and/or transfer of the Purchased Equity. There is no limit on the number of exercise by Party A. Within seven (7) working days upon receipt
of the Notice of Equity Purchase, Party B shall enter into the Equity 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 Equity 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	Equity purchase price and its payment



 


		1.3.1	The purchase price of the Purchased Equity (“Equity Purchase Price”) shall be the higher
of the following:



 


(i) As of the exercise date of the
Equity Purchase Option, the total capital contribution in the registered capital of the Operating Entity multiplied by the Purchased Equity
ratio of the Operating Entity; and


 


(ii) The lowest price allowed by PRC
laws and regulations.


 


		1.3.2	After the necessary tax withholding (if applicable) of the Equity Purchase Price according to PRC laws,
the Equity Purchase Price shall be remitted in RMB to Party B’s designated account within two months from the date when the Purchased
Equity is officially transferred to Party A or the Designated Person (that is, the date on which the industrial and commercial registration
authority approves the corresponding industrial and commercial alteration registration or filing of the Operating Entity).



 


		1.3.3	Subject to the provisions and requirements of the laws of the People’s Republic of China at that
time, the Equity 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).



 






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		1.4	Transfer of the Purchased Equity



 


Every time the Equity
Purchase Option is exercised:


 


		1.4.1	The Shareholders shall urge the Operating Entity and Party B to convene a general meeting of shareholders
and/or a meeting of the Board of Directors in time, at which a resolution shall be passed to approve Party B’s transfer of the Purchased
Equity to Party A and/or the Designated Person;



 


		1.4.2	Party A shall be entitled to transfer any or all of the Purchased Equity to the name of Party A and/or
the Designated Person and/or act as the beneficial owner of the Purchased Equity in all aspects. Party A shall not be liable for any losses
caused thereby;



 


		1.4.3	Moreover, the Shareholders and the Operating Entity shall execute all other necessary contracts, agreements
or documents (including but not limited to amendments to the Articles of Association), obtain all necessary government licenses and permits
(including but not limited to the Company’s business license), and take all necessary actions to transfer the effective ownership
of the Purchased Equity 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 Equity. For the purposes of this paragraph and the Agreement, “Security interest”
includes guarantees, mortgages, third-party rights or interests, any equity purchase options, 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,
and the Equity Pledge Agreement shall not be included. The “Equity Pledge Agreement” as set forth in this paragraph
and the Agreement refers to the Equity Pledge Agreement signed by Party A, Party B, the Operating Entity and related parties on the date
of execution of the Agreement, pursuant to which Party B pledges to Party A all of its equity in the Operating Entity.



 


		2.	Undertakings



 


		2.1	Undertakings of relevant Shareholders and Party C



 


The Shareholders and
the Operating Entity hereby separately and severally undertake that:


 


		2.1.1	Without the prior written consent of Party A, it shall not supplement, change or amend the articles and
regulations of the Operating Entity 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 the Operating Entity, prudently and effectively operate its business
and handle its affairs pursuant to the good financial and commercial standards and practices, and urge the Operating Entity 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 the Operating
Entity on the date of execution of the Agreement. Party A shall provide relevant business support, technical services and consulting services
to the Operating Entity 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 the Operating Entity at any time since the date of execution
of the Agreement, or permit the encumbrance of any Security interest thereon;



  


		2.1.4	After the legal liquidation as described in Article 3.7, Party B will pay Party A any remaining payment
it has collected according to law in full, or cause such payment to occur. If such payment is prohibited by PRC laws, Party B shall pay
such income to Party A or the party designated by Party A as permitted by PRC laws;



 


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



 


		2.1.6	It shall operate all businesses of the Operating Entity in daily business activities to maintain the asset
value of the Operating Entity and refrain from any actions/omissions that may affect its operating status and asset value;



 






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



 


		2.1.9	It shall provide Party A with all information on the operation and financial condition of the Operating
Entity upon its request;



 


		2.1.10	If so required by Party A, it shall purchase and hold an insurance related to the assets and business
of the Operating Entity 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 the Operating Entity;



 


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



 


		2.1.12	Without the prior written consent of Party A, it shall not promote the Operating Entity to enter into
transactions that may substantially affect the assets, responsibilities, business operations, ownership structure and other legal rights
of the Operating Entity, except for necessary contracts signed in daily business activities;



 


		2.1.13	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 the Operating Entity, as well as any conditions that may adversely
affect the existence, business operation, financial status, assets or goodwill of the Operating Entity, and all measures approved by Party
A shall be taken in time to eliminate such adverse conditions or effective remedial measures shall be taken;



 


		2.1.14	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 the Operating Entity;



 


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



 


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



 


		2.1.17	If Party C or any shareholder fails to fulfill its tax obligations under applicable laws, which prevents
Party A from exercising its Equity 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;



 


		2.1.18	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



 


		2.1.19	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	Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or otherwise
dispose of any legal or beneficial interests of the equity of the Operating Entity owned by it, or allow any property right burden of
security interests to be set on it, except the pledge set on the equity according to the Equity Pledge Agreement;



 


		2.2.2	Without the prior written consent of Party A, it shall not agree or promote the separation or merger of
the Operating Entity with other entities;



 


		2.2.3	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 shareholders’ meeting 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 Chinese law, 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;



 


		2.2.4	Party B shall urge the board of shareholders and/or the Board of Directors of the Operating Entity not
to approve the sale, transfer, mortgage or otherwise dispose of any legal or beneficial interests of the equity of the Operating Entity
owned by Party B, or allow the property right burden of any Security interests to be set on it without the prior written consent of Party
A, except the pledge set on the equity according to the Equity Pledge Agreement;



 


		2.2.5	Party B shall urge the board of shareholders or the Board of Directors of the Operating Entity not to
approve the merger or combination of the Operating Entity with any person, or the acquisition or investment of any person without the
prior written consent of Party A, and other matters that require the prior written consent of Party A according to the Agreement;



 


		2.2.6	Party B shall promptly notify Party A of any litigation, arbitration or administrative procedures that
have occurred or may occur regarding the equity of the Operating Entity owned by it;



 


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



 


		2.2.8	Party B 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 the equity of the Operating
Entity;



 


		2.2.9	At the request of Party A, Party B shall appoint any person designated by Party A as the director of the
Operating Entity;



 






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		2.2.10	At the request of Party A from time to time, Party B shall immediately and unconditionally transfer its
equity in the Operating Entity to Party A or the Designated Person according to the Equity Purchase Option hereunder, and Party B hereby
waives the preemptive right (if any) that it enjoys when any other existing shareholders of the Operating Entity transfer equity;



 


		2.2.11	Party B shall strictly abide by the provisions of the Agreement and other contracts jointly or separately
signed by Party B, the Operating Entity and Party A, perform its obligations hereunder and other contracts, and refrain from any actions/omissions
that may affect its validity and enforceability. If Party B has any residual rights to the equity hereunder or under the Equity Pledge
Contract or Voting Rights Proxy Agreement signed by the same parties hereto, Party B shall not exercise such rights unless instructed
in writing by Party A; and



 


		2.2.12	Party B shall pledge all the equity of Party C owned by it to Party A and signs relevant Equity Pledge
Agreements.



 


		3.	Representations and Warranties



 


The Shareholders
and the Operating Entity 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 Equity as follows:


 


		3.1	It has the authority to execute and deliver the Agreement and any Equity Transfer Agreement to which it
is a party for the Purchased Equity (each is referred to as “Transfer Agreement”), as well as to perform its obligations
under the Agreement and any Transfer Agreement. Party B agrees to sign a transfer agreement consistent with the terms in the Appendix
of the Agreement if required by Party A when Party A exercises the Equity 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	At the request of Party A during the duration of the Agreement, Party B shall urge the shares to be transferred
to the name of Party A and/or the person designated by Party A if it has not taken the following actions. Party A and/or the person designated
by Party A shall hold the transferred shares in accordance with and subject to the terms of the Agreement, and such transfer shall be
registered in the Company’s books and shall be subject to the relevant industrial and commercial registration or filing procedures;



 


		3.3	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 the Operating Entity; (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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		3.4	Party B has a good and marketable ownership interest in the equity it owns in the Operating Entity. Except
for the Agreement and the Equity Pledge Agreement, Party B has not set any Security interest in such equity;



 


		3.5	The Operating Entity has good and marketable ownership of all its assets. Except for the Exclusive Asset
Purchase Option Agreement signed by Party A, Party B and the Operating Entity on the date of execution of the Agreement, there is no Security
interest or third party interest in the said assets;



 


		3.6	The Operating Entity 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;



 


		3.7	If the Operating Entity is dissolved or liquidated as required by PRC laws, it shall, to the extent permitted
by PRC laws and at the lowest price permitted by PRC laws, sell all its assets to Party A or other qualified entities designated by Party
A. The Operating Entity waives Party A or its designated qualified subject from any payment obligations arising therefrom within the applicable
scope of the then effective PRC law; or any income generated from the transaction shall be paid to Party A or a qualified entity designated
by Party A as part of the service fee under the Exclusive Business Cooperation Agreement within the applicable scope of the then effective
PRC law;



 


		3.8	The Operating Entity shall comply with all applicable PRC laws and regulations;



 


		3.9	There is no pending or possible litigation, arbitration or administrative procedure related to the equity,
assets of the Operating Entity or the Operating Entity; and



 


		3.10	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 in accordance with the
Agreement or other agreements signed separately by the Parties, the Agreement shall be valid until Party A or the Designated Person has
obtained all the rights and interests of Party C according to the Agreement.


 






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		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.



 


		5.2	With regard to the obligations hereunder, the Operating Entity and 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:	[***]



 


		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.



 






    11


     


    

 


		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, or
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 Agreement



 


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.


 






    12


     


    

 


		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	Transfer



 


The Shareholders
and 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 B and Party C without the consent of Party B, the Operating Entity or any shareholder.


 


		11.10	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]


 



    13


     


    

 


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


 


	By:	/s/ Wu Yuxiao	 
	 	Name: Wu Yuxiao	 


 


Date of Signing: June 26, 2018


 




     


     


    

 


Appendixes

Model of Equity Transfer Agreement


 


Equity Transfer Agreement


 


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


 


Party A (transferor):Beijing Rongde Times
Investment Management Co., Ltd., Beijing Zhongsi Zhida Investment Management Co., Ltd., Li Meiliang and Li Jinbiao


 


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


 


Whereas:


 


		(1)	Beijing Sentu Education Technology Co., Ltd., a joint-stock
company established and existing under the laws of PRC, has its address at 27B, Building 1, No. A48 Zhichun Road, Haidian District, Beijing
(the “Company”).



 


		(2)	Party A, Party B and the Company have signed an Exclusive Call
Option Agreement on [ ], and Party A grants Party B an irrevocable and exclusive right to purchase all or part of the Company’s
shares 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 Company’s equity transfer:


 


Article 1 Equity
to be transferred


 


		1.1	Subject to the terms and conditions of the Agreement and the Purchase Option Agreement, Party A agrees
to transfer to Party B ________% of its equity (equivalent to [    ] shares of the Company) in the Company without any third party interest
(Except for the rights and interests stipulated in the Purchase Option Agreement and the Equity Pledge Agreement entered into by Party
A, Party B, the Company and other relevant parties on [    ] (the “Equity Pledge Agreement”)), and all rights, earnings,
dividends and interests attached thereto as of the date of the Agreement (the “Transferred Equity”). Upon completion
of the equity transfer, Party B will obtain _______% equity of the Company (equivalent to [    ] shares of the Company), and enjoy shareholders’
rights, including the rights to replace directors, select senior managers and make business decisions.



 


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



 


Article 2Price and Payment
Method


 


		2.1	The total transfer price of the transferred equity is RMB _______(“Equity Transfer Payment”).



 


		2.2	Party B shall remit the equity transfer payment in RMB to the account designated by Party A within two
months upon the official transfer of the transferred equity to Party B (that is, the date on which the Company completes the registration
or filing of industrial and commercial changes related to the equity transfer).



 






    1


     


    

 


Article 3Responsibilities
and Obligations of the Parties:


 


		3.1	Responsibilities and obligations of Party A



 


		(a)	In addition to performing the Purchase Option Agreement and the Equity Pledge Agreement, Party A warrants
that the equity transferred to Party B is free from any third-party interest and that all rights, benefits, dividends and interests attached
as of the date of the Agreement are free from legal defect and are open against any third party.



 


		(b)	Within 30 days after the date of the Agreement, Party A shall handle, and/or urge the Company to handle
the relevant formalities of applying to the relevant departments of China for the examination and approval of the equity transfer and
the registration of changes etc., so as to make the equity change 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.



 


		3.2	Responsibilities and obligations of Party B



 


		(a)	Pay the full price to Party A in accordance with Article 2 of the Agreement.



 


		(b)	Provide Party A with reasonable assistance in handling the procedures of the equity transfer mentioned
in Article 3.1(b).



 


Article 4Liability
for Breach


 


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


 


Article 5Confidentiality
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 6Rights
and Obligations


 


Prior to the equity transfer, Party A, as a shareholder
of the Company, shall enjoy the rights and undertake the obligations according to its shares of the Company. Upon completion of the equity
transfer, Party B, as a shareholder of the Company, shall enjoy the rights and undertake the obligations.


 






    2


     


    

 


Article 7Applicable
Law and Dispute Resolution


 


		7.1	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.



 


		7.2	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.



 


		7.3	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 8Handling
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 9Assignment


 


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 10Severability


 


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 11Modification
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 12Notices


 


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 13Miscellaneous


 


		13.1	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.



 


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



 


[NO TEXT BELOW]


 




    3


     


    

 


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


 


Seal/Signature of Party A:


 


Beijing Rongde Times Investment Management Co., Ltd. 


 


	By:	 	 
	 	Name: 	 
	 	Title: Legal Representative	 


 


Date of Signing:


 


Beijing Zhongsi Zhida Investment Management Co., Ltd. 


 


	By:	 	 
	 	Name: 	 
	 	Title: Legal Representative	 


 


Date of Signing:


 


	By:	 	 
	 	Name: Li Meiliang	 



 


Date of Signing:


 


 


	By:	 	 
	 	Name: Li Jinbiao	 


 


Date of Signing:


 


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


 


	By:	 	 
	 	Name: 	 
	 	Title: Legal Representative	 


 


Date of Signing:


 


 


4