Exhibit 10.38


 


Second Supplemental Agreement for Advertising
Space Leasing Agreement


(“Second Supplemental Agreement”)


 


Party A (Lessor): Shenzhen Kezhi
Technology Co., Ltd.(“Kezhi”)


 


Number of Business License: 91440300MA5G10WT71


 


Party B (Lessee): Shenzhen Honghao
Internet Technology Co. Ltd. (“Honghao”)


 


Number of Business License: 91440300MA5GANXX8H


 


All terms in this agreement, unless
otherwise stated, its definition is the same as the definition in the Advertising Space Leasing Agreement executed by both parties on
September 25, 2020.


 


Whereas:


 


		1.	Party A and Party B entered into an Advertising Space Leasing
Agreement (“Original Agreement”) on September 25, 2020, and entered into a Supplemental Agreement for Advertising
Space Leasing Agreement (“First Supplemental Agreement”) on November 20, 2020.



 


		2.	Party A and Party B confirm that the total amount of RMB¥440,000,000
has been paid to Party A’s bank account by bank transfer, and details are as follows:



 


		(1)	Leasing fee: RMB¥430,000,000 as the first installment of 20-year
buyout rents for advertising space management rights and advertising publishing rights;



 


		(2)	Contract bonds: RMB¥10,000,000 as the contract bonds of the
Original Agreement.



 


		3.	Affected by factors such as COVID-19, Party A and Party B intend
to adjust the media business operation strategy under the Original Agreement and First Supplemental Agreement. To ensure Party B’s
business operating results, starting from the execution date of this Second Supplemental Agreement, Party A and Party B no longer involve
the transfer of advertising space management rights and advertising publishing rights, and further decide to transfer the above-mentioned
leasing fees to loans.



 


To this end, Party A and Party
B signed this Second Supplemental Agreement on March 30, 2021, through friendly negotiation.


 


(1) The leasing fee RMB¥440,000,000
paid by Party B pursuant to the Original Contract and the First Supplemental Agreement is hereby transferred to the loan made by Party
B to Party A (the “Loan”). The period of Loan is six years, starting from the effective date of this Second Supplemental
Agreement. Party A can repay the Loan in advance, but Party A shall notify Party B in writing five business days in advance.


 






    


    


    

 


(2) The annual interest rate for the
Loan is five percent (5%). In the event that Party A repays the Loan on the day following the expiration of the loan period, Party A shall
repay the principal and interest in the total amount RMB¥572,000,000. In the event that Party A repays the Loan in advance, the interest
payable by the Party A shall be calculated by the principal of Loan and actual loan period.


 


(3) In the event that Party A fails to
repay the principal and interest of the Loan, starting from the overdue date, the overdue payment interest shall be six percent (6%) per
annum.


 


(4) Party A shall invest the Loan in
three sectors, outdoor media, digital media, and real estate investment. Party A promises and guarantees that through its own business
and resources, Party A will generate profits no less than RMB¥96,000,000 or equivalent assets value per year for Party B during the
period of the Loan, which means that Party A shall generate profits no less than RMB¥572,000,000 or equivalent assets value during
the period of the Loan. The value of equivalent assets shall be evaluated and determined by a legally qualified third-party asset appraisal
company.


 


(5) In order for Party A to repay the
Loan to Party B in accordance with this Second Supplemental Agreement and fulfill its commitment in Article 4, Party A promises that Nanjing
Jinjiahu Culture Media Co., Ltd (“Nanjing Jinjiahu”) will generate no less than RMB¥30,000,000 profits or equivalent
assets value each year for Party B pursuant to Party A’s contract with Nanjing Jinjiahu; Guangzhou Hongtan Commercial Real Estate
Investment Partnership (limited partnership) (“Guangzhou Hongtan”) will generate no less than RMB¥48,000,000 profits
or equivalent assets value each year for Party B through Party A’s contract with Guangzhou Hongtan; Party A will generate no less
than RMB¥18,000,000 profits or equivalent assets value each year for Party B through Party A’s outdoor advertising business
with Shenzhen Lianfake Network Technology Co., Ltd. For the payment batch, please refer to Attachment 4: Honghao payment batch.


 


(6) If the profits generated by Party
B, Nanjing Jinjiahu and Guangzhou Hongtan can meet the promised standard for two consecutive years, the three companies (Kezhi, Nanjing
Jinjiahu and Guangzhou Hongtan) agree to be acquired by Party B at a price-to-earnings ratio of 10 times, and the valuation of the targets
shall be at least RMB¥960,000,000. The assets value of the acquisition shall be evaluated and determined by a legally qualified third-party
asset appraisal company.


 


(7) Party A shall mortgage its own Huanghua
pear assets worth RMB¥475,630,000 to Party B as a guarantee for repayment of the principal and interest of the Loan. The valuation
report and mortgage agreement are attached hereto.


 


(8) In the event that Party A fails to
enable Party B to receive a profit of more than RMB¥572,000,000 or equivalent asset value or company value before the expiration of
the Loan period, Party A shall make up to Party B the remaining sum of Loan in cash, including principal and interest stipulated in Article
2 of this Second Supplemental Agreement.


 


(9) This Second Supplemental Agreement
will take effect upon Party A and Party B have stamped it, and is binding to both parties. After this supplemental agreement becomes effective,
it will become an integral part of the Original Agreement. In the event that the Original Agreement and the First Supplemental Agreement
conflict with this Second Supplemental Agreement, this Second Supplemental Agreement shall prevail.


 


(10) In the event of a dispute arising
from the execution and performance of this supplemental agreement, both parties shall resolve the dispute according to the dispute resolution
mechanism set forth in the Original Agreement.


 


		4.This	Second Supplemental Agreement is made in two original copies and
held by Party A and Party B.



 


[The Remainder of this page
is intentionally left blank and stamp pages follow]


 






    2


    


    

 


Party A: Shenzhen Kezhi Technology Co., Ltd. (Stamp)


 


Party B: Shenzhen Honghao Internet Technology Co.
Ltd. (Stamp)


 


Date: March 30, 2021


 


 


3