Exhibit 10.40


 


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¥444,320,000 has been paid to Party A’s bank account by bank transfer, and details
are as follows:


 


(1) Leasing fee:
RMB¥434,320,000 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 paid leasing fees as the working capital of Party A.


 


To this end, Party A and Party
B signed this Second Supplemental Agreement on May 12, 2021, through friendly negotiation.


 


(1) The leasing fee RMB¥440,320,000 paid by
Party B pursuant to the Original Contract and the First Supplemental Agreement is hereby transferred to the working capital of Party A
(the “Dedicated Fund”). The use period of the Dedicated Fund is six years, starting from the effective date of this
Second Supplemental Agreement. During the use period of the Dedicated Fund, Party A shall use the Dedicated Fund for the purposes and
usages as stipulated in the Article 5 of this Second Supplemental Agreement to ensure that Party B can receive equivalent assets value.


 


(2) Party B may repay the Dedicated Fund
in advance, but Party A shall notify Party B in writing five business days in advance and shall not affect the promise and guarantee made
by Party A under the Article 6 of this Second Supplemental Agreement. In the event that Party A violates the provision of this Second
Supplemental Agreement, Party B shall have the right to request Party A to return the principal and occupation fees of such working capital
by notifying Party B in writing with five business days in advance.


 






     



    


    

 


(3) Party A agrees and confirms that,
during the period of the Dedicated Funds, Party A shall pay Party B the occupation fees of non-operating funds occupied by Party A. The
occupation fees of such non-operating funds occupied by Party A shall be calculated at five percent (5%) of the principal of the Dedicated
Funds. In the event that Party A returns the Dedicated Funds on the day following the expiration date of the use period of the Dedicated
Funds, Party A shall return the principal and the occupation fees of non-operating funds occupied by Party A in the total amount RMB¥577,616,000.
If Party A returns all or part of the Dedicated Funds in advance, the occupation fee shall be calculated based on the principal of Dedicated
Funds and actual occupied period.


 


(4) If Party A fails to return the principal
of Dedicated Funds and pay the occupation fees, starting from the date of overdue, the interest on the overdue payment will be calculated
at six percent (6%) per annum.


 


5. Party A shall invest the Dedicated
Funds 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 no less than RMB¥96,000,000 equivalent assets value per year for Party B during the
use period of the Dedicated Funds, which means that Party A shall generate no less than RMB¥577,600,000 equivalent assets value during
the use period of the Dedicated Funds. The value of equivalent assets shall be evaluated and determined by a legally qualified third-party
asset appraisal company.


 


(6) In order for Party A to return the
Dedicated Funds to Party B in accordance with this Second Supplemental Agreement and fulfill its commitment in Article 6, Party A promises
that Nanjing Jinjiahu Culture Media Co., Ltd (“Nanjing Jinjiahu”) will generate no less than RMB¥30,000,000 equivalent
assets value each year for Party B through Party A’s business cooperation with Nanjing Jinjiahu; Guangzhou Hongtan Commercial Real
Estate Investment Partnership (limited partnership) (“Guangzhou Hongtan”) will generate no less than RMB¥48,000,000
equivalent assets value each year for Party B through Party A’s business cooperation with Guangzhou Hongtan; and Party A will generate
no less than RMB¥18,000,000 equivalent assets value each year for Party B through Party A’s outdoor advertising business. For
the payment batch, please refer to Attachment 1: Honghao return batch.


 


(7) If Party A, Nanjing Jinjiahu and
Guangzhou Hongtan can meet the promised standard as above for two consecutive years, Party B shall have priority right to acquire the
above three companies based on the price-to-earnings ratio evaluated and determined by a legally qualified third-party asset appraisal
company. The valuation of the target companies shall be evaluated and determined by a legally qualified third-party asset appraisal company.


 


(8) Party A shall mortgage its own Huanghua
pear assets worth RMB¥475,630,000 to Party B as a guarantee for return of the principal and occupation fees of the Dedicated Funds.
The valuation report and mortgage agreement are attached hereto.


 


In the event that Party A fails to enable
Party B to obtain RMB¥57,760,000 or more equivalent asset value or company value before the expiration of use period of the Dedicated
Funds, Party A shall make up to Party B the remaining sum of Dedicated Funds, including principal and occupation fees of Dedicated Funds
as stipulated in Article 1 of this Second Supplemental Agreement, by cash.


 


(10). This Second Supplemental Agreement
will take effect upon Party A and Party B stamp it, and is binding to both parties. After this Second 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.


 


(11). In the event of a dispute arising
from the execution and performance of this Second 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: May 12, 2021


 






    3


    


    

 


Attachment 1: Honghao return batch


 


Return Payment (RMB¥million)


 


	Project	 	2021Q3	 	2021Q4	 	2022Q1	 	2022Q2	 	2022Q3	 	2022Q4	 	2023Q1	 	2023Q2
	Nanjing Jinjiahu	 	 	 	10	 	5	 	5	 	10	 	10	 	5	 	5
	Guangzhou Hongtan	 	2	 	14	 	10	 	10	 	14	 	14	 	10	 	10
	Party A outdoor advertising business	 	 	 	4.41	 	4.41	 	4.41	 	4.41	 	4.54	 	4.54	 	4.54


 


	Project	 	2023Q3	 	2023Q4	 	2024Q1	 	2024Q2	 	2024Q3	 	2024Q4	 	2025Q1	 	2025Q2	 	2025Q3
	Nanjing Jinjiahu	 	10	 	10	 	5	 	5	 	10	 	10	 	5	 	5	 	10
	Guangzhou Hongtan	 	14	 	14	 	10	 	10	 	14	 	14	 	10	 	10	 	14
	Party A outdoor advertising business	 	4.54	 	4.65	 	4.65	 	4.65	 	4.65	 	4.69	 	4.69	 	4.69	 	4.69


 


	Project	 	2025Q4	 	2026Q1	 	2026Q2	 	2026Q3	 	2026Q4	 	2027Q1	 	2027Q2	 	2027Q3	 	Total
	Nanjing Jinjiahu	 	10	 	5	 	5	 	10	 	10	 	10	 	10	 	5.60	 	185.6
	Guangzhou Hongtan	 	14	 	14	 	14	 	14	 	14	 	13	 	11	 	 	 	288
	Party A outdoor advertising business	 	4.63	 	2.19	 	4	 	4	 	4	 	4	 	4	 	4	 	104


 


RMB 577.6 million


 


 


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