Exhibit 10.40


 


Hunan Xixingtianxia Technology Co., Ltd.


Investment Agreement


 








The Investment Agreement of Hunan Xixingtianxia
Technology Co., Ltd. (hereinafter referred to as “the Agreement”) is made and entered into by and among the Parties below
in [Chengdu] on [September 11, 2020]:




 


Party A: Sichuan
Senmiao Zecheng Business Consulting Co., Ltd. (hereinafter referred to as “the Investor”)


Unified
social credit code: 91510100MA6DF5NL3B


Legal
representative: Hu Xiang


Address:
No. 1602, 16/F, Building 1, No. 1098 Middle Section of Jiannan Avenue, High-tech Zone, Chengdu, China (Sichuan) Pilot Free Trade Zone


Mobile:
13541066721


 


Party B: Hunan
Xixingtianxia Technology Co., Ltd. (hereinafter referred to as “the Target Company”)


Unified social
credit code: 91430100MA4QEPGP9T


Legal representative:
Liang Huang


Address: No. 723,
Building 3A, Jinke Times Center, No. 1 Xiangyang Road, Changsha Economic & Technological Development Zone


Mobile: 18711104823


 


Party C: Li
Xiaoli


ID Card No.: 431081198208131102


Residential address:
Room 1302, Building 10, Zanglong Phase II, No. 188 Hongshan Road, Kaifu District, Changsha


Mobile: 13874990299


 


Party D: Liu
Xiaohong


ID Card No.: 510182198212270034


Residential address:
No. 23 Taikang Road, Pengzhou County-level City, Chengdu, Sichuan Province


Mobile: 18081047178





 






     


     


    

 


(Party C and Party
D are collectively referred to as the “Original Shareholders”)


 


Whereas:


 


		1.	The Target Company is a limited liability company legally incorporated
and validly existing in accordance with the laws of the People’s Republic of China, with a subscribed registered capital of RMB2
million and a paid-in registered capital of RMB1.2 million.




		2.	Party C and Party
                                            D are the Original Shareholders of the Target Company (hereinafter collectively referred
                                            to as the “Original Shareholders”) and hold 100% equity of the Target Company.
                                            The actual controllers are Party C and Party D.



		3.	The Investor intends
                                            to make an investment in the Target Company (the “Investment”), after which the
                                            Investor will hold [51] percent of the equity and the interests of the Target Company. In
                                            accordance with the Contract Law of the People’s Republic of China, the Company
                                            Law of the People’s Republic of China and other relevant laws and regulations,
                                            the Parties hereby make and enter into the following agreement with respect to the capital
                                            increase through friendly consultation for mutual compliance.



 


 Article 1
 Definitions and Interpretation




 


		1.1	Except as otherwise
                                            specified in the terms hereof or in the context, the following terms and expressions shall
                                            have the meanings given thereto below:



 


	Investor	shall refer
    to Sichuan Senmiao Zecheng Business Consulting Co., Ltd.

     

	Target Company

     
	shall refer
    to Hunan Xixingtianxia Technology Co., Ltd.

     

	Principal
    Business	shall
refer to the taxi booking operation services; on-line taxi booking services, etc. in which the Target Company is engaged at the time
when the acquisition occurred.






 






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	Affiliates	as regarding
    an entity or a legal person, shall refer to any entity or legal person which directly or indirectly controls, or is controlled by,
    or under common control with other entity or legal person. The term "control" herein shall mean the power to direct or
    influence, directly or indirectly, the management and decision-making of an entity or legal person or its direction of management
    and decision-making, whether through voting rights, ownership of securities, agreements or other means.

     

	China	shall refer
    to the People’s Republic of China. For the purpose of the Agreement, it does not include the Hong Kong Special Administrative
    Region, the Macao Special Administrative Region or the Taiwan Region.

     

	Confidential
    Information	including
the following information, whether recorded in tangible medium or orally, which is not publicly available: (i) relevant management, financial,
operational and customer information of the other Party known to the Parties since the negotiations in respect of the transaction under
the Agreement commenced; (ii) negotiations made by and among the Parties in respect of the transaction under the Agreement and the drafting
of documents thereof; (iii) the content of documents signed by the Parties and the performance of such documents, including resolution
of dispute therefrom (if any); (iv) organizational, managerial, financial, business and customer information of the Target Company; (v)
information that a Party expressly declared in writing as confidential; and (vi) other information which shall be deemed as confidential
under the Chinese laws or as unanimously expressed in writing by the Parties.






 






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	Force
    majeure	shall refer
    to objective situations that are unforeseeable, unavoidable and insurmountable by the Parties. Such events shall include, but are
    not limited to, modification of legislation, adjustments of Chinese government policies, wars, riots, insurrections, military or
    civilian riots, commotions, rebellions, riots, blockades, embargoes, strikes, lockouts, epidemics, fires, floods, earthquakes, abnormal
    suspension of trading on stock exchanges, etc.

     

	Chinese
    laws	refer to the
    laws, administrative regulations, judicial interpretations, local regulations, local rules, departmental rules and normative documents
    in force in China, as well as the amendments and supplements to such laws and regulations from time to time.

     

	Working
    day	shall
refer to any day that is a legal workday in China.

                                                                            



		1.2	Interpretation



 


All
clauses and headings in the Agreement are for convenience and review purposes only and shall not affect the meaning or interpretation
of the Agreement. Words importing the singular shall include the plural as applicable, and vice versa. The entities in the Agreement
shall include both corporations and non-corporate organizations and vice versa.


 


 Article 2 Representations and Undertakings of the Parties




 


		2.1	Representations
                                            and Undertakings of the Parties



 


		2.1.1	The
                                            Parties hereto represent and undertake as follows:



 


		(1)	The Parties
                                            shall have capacity for the civil rights and civil conduct to sign and perform the Agreement
                                            and any other documents
hereof, and obtained all the authorizations required therefor.






 






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		(2)	The Parties
                                            are enterprise legal persons legally established and validly existing under the Chinese laws,
                                            which are capable of bearing legal responsibilities independently, and not subject to any
                                            early termination, dissolution or bankruptcy in accordance with the laws, regulations or
                                            their Articles of Association.



 


		(3)	The execution
                                            and performance of the Agreement by and among the Parties will not violate or be inconsistent
                                            with their constitutions, internal regulations, contracts with any third party, Chinese laws,
                                            approvals/authorizations/consents/permits by relevant Chinese authorities, judgments/adjudications/orders
                                            of Chinese courts.



 


		(4)	Neither
                                            Parties have any pending or potential litigation, arbitration and administrative penalty
                                            cases to which it is a party or which will or may materially bind or affect any of its assets.



 


		(5)	The Parties
                                            shall comply with all laws and regulations with jurisdiction rights over its business, finances,
                                            operations or properties.



 


		(6)	The representatives
                                            of the Parties signing the Agreement, as evidenced by valid power of attorney or valid legal
                                            representative certificate, shall have been granted with the full power to execute the Agreement
                                            and other project documents to which it is a party on its behalf.



 


		(7)	The asset,
                                            business, financial and other necessary operating information provided by the Parties shall
                                            be true, accurate and complete.



 


		2.1.2	In
                                            particular, the Original Shareholders and the Target Company undertake as follows:



 






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		(1)	All information
                                            disclosed to the Investor shall be true, accurate, complete and free from concealment, false,
                                            misleading statement and material omission, and true and valid documents (including but not
                                            limited to rights certificates, licenses, relevant certificates, financial statements, etc.)
                                            shall be provided as required by the Investor. All tax and legal risks that have occurred
                                            or any potential tax and legal risks which have not yet occurred before the signing date
                                            of the Agreement shall be borne by the Original Shareholders and shall have nothing to do
                                            with the Investor.



 


		(2)	Except
                                            as already disclosed when signing the Agreement and except with the written approval of the
                                            Investor, the Target Company and the affiliates of the Original Shareholders shall not directly
                                            or indirectly engage in any business which competes or has any transaction connected with
                                            the Target Company. Otherwise, it shall constitute a material breach under the Agreement,
                                            and the Original Shareholders shall be liable to indemnify the Investor for such liability.



 


		(3)	The Target
                                            Company has obtained the necessary licenses, qualifications and necessary permits to conduct
                                            its business in accordance with laws, particularly the On-line Service Capability Certification
                                            for On-line Taxi Services (Nationwide) and the Business Permit for On-line Booking Taxi.
                                            Its business has always been conducted and will continue to be conducted in accordance with
                                            its constitutions and all applicable laws. In the case that the Target Company is punished
                                            or ordered to suspend its relevant business by administrative or judicial authorities for
                                            lack of necessary permits or licenses required for its business operation, it shall constitute
                                            a material breach under the Agreement, and the Original Shareholders shall be liable to indemnify
                                            the Investor for such liability.



 


		(4)	The Target
                                            Company shall pay taxes in accordance with laws and has started to pay Social Security Fund
                                            and Housing Provident Fund for all employees. If the Target Company is required to pay back
                                            taxes or Social Security Fund or Housing Provident Fund, the
Original Shareholders shall be liable to Indemnify the Investor for such liability.






 






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		(5)	As of
                                            the signing date of the Agreement, the other parties shall guarantee to the Investor that
                                            no deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement
                                            plan or other employee compensation or incentive agreement or arrangement has been signed
                                            by employee of the Target Company other than those have been disclosed to the Investor. Otherwise,
                                            it shall constitute a material breach under the Agreement, and the Original Shareholders
                                            shall be liable to indemnify the Investor for such liability.



 


		(6)	As of
                                            the signing date of the Agreement, the Target Company shall warrant that it and its holding
                                            subsidiaries (if any) are subject to no loan guarantees, material litigation, arbitration
                                            and administrative penalties, or any circumstances that may cause bankruptcy, dissolution
                                            or cancellation. Otherwise, it shall constitute a material breach under the Agreement, and
                                            the Original Shareholders shall be liable to indemnify the Investor for such liability.



 


		2.1.3	Representations
                                            and Undertakings of the Investor



 


The
Investor shall undertake that the investment funds paid by it under the Agreement are of lawful origin, and there is no possibility that
it may be confiscated by governmental authorities or claimed by any third party.


 


		2.2	Restatement



 


The
Parties hereby restate that every and all statements made pursuant to Article 2.1 hereof is true and correct in all respects as of the
execution and commencement date of the Agreement, as well as business registration date for transferring the equity interests under the
Agreement.


 


		2.3	The Original
                                            Shareholders shall undertake to the Investor that, from the signing date of the Agreement,
                                            it shall ensure that the Target Company will not conduct any of the following acts without
                                            prior written consent of the Investor, otherwise the
Original Shareholders shall be liable to indemnify the Investor for such liability:



 






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		(1)	Dispose
                                            of or allow the Target Company to dispose of any of its existing property or documents in
                                            any manner;



		(2)	Renegotiate
                                            the Investment under the Agreement with any other third party;



		(3)	Allow the
                                            Target Company to prepay the debts of any creditor with any existing property, or to provide
                                            any form of security for the debts of any other third party;



		(4)	Acquire
                                            or dispose of or agree to acquire or dispose of any income, assets, business or create any
                                            encumbrance of rights over such income, assets and business, or assume or incur or agree
                                            to assume or incur any debt, obligation or expense (whether actual or contingent);



		(5)	Pass any
                                            resolution of general meeting, other than the resolution passed for the purpose of and in
                                            accordance with the provisions of the Agreement.



		(6)	Modify
                                            or agree to terminate any material contract (the term "material contract" herein
                                            shall refer to a contract that will or may have material effect on the Company’s assets,
                                            normal production and operations and valid existence).



		(7)	Enter into
                                            any long-term, onerous, unusual or material agreement, arrangement or obligation.



		(8)	Pay or agree to pay any aggregate amount of capital expenditure, or
make or agree to make any commitment involving capital expenditure over RMB1,000,000;




		(9)	Modify
                                            or agree to modify the terms of its borrowings or the terms of liability in the nature of
                                            borrowings, or borrow, incur or agree to borrow, incur liability in the nature of borrowings;



		(10)	Release,
                                            discharge or consolidate any liability or claim;



		(11)	Grant,
                                            modify, and agree to terminate any Intellectual Property Rights or allow any Intellectual
                                            Property Rights to lapse or enter into any agreement with respect to the foregoing rights;



		(12)	Loss any
                                            business license necessary for the operation of the Company;



		(13)	Change
                                            the business scope or engage in other businesses beyond the business scope as stated in the
                                            Business License of the Company;



		(14)	Make significant
                                            changes to organization and senior management personal, including but not limited to salary
                                            adjustment for senior management, personnel change, etc;



		(15)	Any other
                                            act that would prejudice the legal rights and interests of the Investor upon its investing
                                            in the Target Company under the Agreement.






 






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 Article 3
 Investment




 


		3.1	The Investor under the Agreement shall invest in the Target Company
with a total amount of RMB3.16 million, which shall be invested in the Company in the form of capital increase. Upon the Investment, the
Investor shall hold [51%] percent of shares of the Target Company.




 


		3.2	The Investor shall increase the capital of the Target Company with
cash in RMB, of which RMB[2.08] million will be credited to the paid-up registered capital and the remaining RMB[1.08] million will be
used as the capital reserve of the Target Company.




 


		3.3	Upon completion
                                            of the Investment, the equity structure of the Target Company shall be as follows:



 


	Shareholder
    Name	Subscribed
    

Capital 

Contribution 

(RMB10,000)	Paid-in
    

Capital 

Contribution

 (RMB10,000)	Method


    of Capital

 Contribution	Equity


    Ratio
	Sichuan
    Senmiao Zecheng Business Consulting Co., Ltd.	[208]	[208]	In
    Currency	[51%]
	Li
    Xiaoli	[130]	[78]	In
    Currency	[31.85%]
	Liu
    Xiaohong	[70]	[42]	In
    Currency	[17.15%]
	Total	408	328	In
    Currency	100%


 


		3.4	The Investor
                                            shall contribute RMB500,000 to the Target Company upon signing of the Agreement by the Parties;
                                            the remaining capital contribution shall be paid by the Investor to the Target Company in
                                            one lump sum within ten working days after the completion of the business registration change
                                            regarding the aforesaid capital increase and the Investor being recorded as a shareholder
                                            of the Target Company, so as to complete its capital contribution obligations to the Target
                                            Company.



 






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		3.5	The Investor
                                            shall conduct the settlement and business registration change for capital increase after
                                            all prerequisites as agreed in Article 4 under the Agreement have been fulfilled.



 


		3.6	In respect
                                            of the aforesaid capital increase, the Original Shareholders may enter into a separate capital
                                            increase agreement (subject to the actual name of such agreement) with the Investor for the
                                            purpose of obtaining governmental approval and registration and subject to the terms and
                                            conditions under the Agreement.



 


		3.7	The Parties
                                            acknowledge that depending on business needs of the Target Company, the shareholders of the
                                            Target Company shall, upon the request of the Investor, enter into a series of relevant agreements
                                            regarding changing the investment form of the Investor in the Target Company into agreement-controlled
                                            model.



 


		3.8	The Parties
                                            acknowledge that in case of any change in the final investment amount of Party A, the Parties
                                            shall enter into a separate supplemental agreement to the Agreement, however, Party A shall
                                            still hold 51% of the equity interests of the Target Company and the supplemental agreement
                                            shall have the same legal effect as the Agreement.



 


 Article 4
 Prerequisites




 


		4.1	The Parties
                                            agree that the settlement shall subject to the following prerequisites being fulfilled or
                                            waived by the Investor:



 


		(1)	Cooperating
                                            with the Investor in completing all due diligence (including but not limited to commercial,
                                            legal and financial due diligence) on the Target Company in a comprehensive manner and with
                                            the findings meeting the requirements of the Investor;



 


		(2)	The
                                            Investor has obtained internal approval;



 


		(3)	The
                                            Target Company has achieved approval from the Shareholders’ Meeting, the Investment
                                            has passed by the necessary Shareholders’ Meeting resolutions and all shareholders
                                            have declared to waive the Pre-emption rights;






 






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		(4)	Senior
                                            management of the Target Company have entered into employment agreements, non-competition
                                            agreements, confidentiality agreements, etc., with the content and form satisfactory to the
                                            Investor;



 


		(5)	Executive
                                            directors nominated by the Investor in accordance with the Company Law and the Articles of
                                            Association have taken position in the Target Company;



 


		(6)	All
                                            shareholders of the Target Company have signed a capital increase agreement, Articles of
                                            Association and other necessary legal documents in relation to the Investment.



 


 Article 5 Corporate Governance




 


		5.1	It is agreed
                                            by the Parties that a shareholder of the Target Company shall exercise his or her voting
                                            right in the shareholders’ meeting in accordance with his or her proportion of capital
                                            contribution.



 


		5.2	It is agreed
                                            by the Parties that the Target Company shall distribute profits to shareholders in accordance
                                            with their proportion of capital contribution.



 


		5.3	It is agreed
                                            by the Parties that the shareholders shall have the priority to subscribe for increased registered
                                            capital of the Target Company in proportion to the capital contribution when the Company
                                            increases its registered capital.



 


		5.4	It is agreed
                                            by the Parties that the amended Articles of Association of the Target Company shall include,
                                            but are not be limited to, the following contents:



 


(1)
Shareholders’ Meeting


None
of the following matters shall be implemented unless being passed through a resolution approved by shareholders representing over
two-thirds (2/3) (not including) of the voting rights at a Shareholders’ Meeting (which shall also subject to the approval by
representative of the Investor): None of the following matters shall be implemented unless being passed through a resolution
approved by shareholders representing over two-thirds of the voting rights at a Shareholders’ Meeting and being approved by
representative of the Investor:


 






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		(I)	Amendment
                                            to the Articles of Association of the Target Company;



		(II)	Increases
                                            and decreases in registered capital of the Target Company, or any other act which will results
                                            in dilution or reduction of the Investor’s shareholding in the Company;



		(III)	Merger
                                            and division of the Target Company;



		(IV)	Termination
                                            and dissolution of the Target Company;



		(V)	Changing
                                            in organizational form of the Target Company;



		(VI)	Changing
                                            in number or personnel of the Board of Directors of the Target Company;



		(VII)	Any
                                            form of capital reduction, liquidation or any event involving control power change of the
                                            Target Company;



		(VIII)	Approval
                                            of the annual operating budget of the Target Company.



 


(2)
Right to be Informed


 


The
Investor shall have the right to be informed about operation status of the Target Company. For which purpose, the Target Company shall:


 


		(I)	submit
                                            the annual statement for the previous financial year to the Investor within one hundred and
                                            eighty (180) days after the end of each financial year;



		(II)	submit
                                            the balance sheets, income statements, statements of financial position and other financial
                                            and accounting statements for the current quarter to the Investor within ten (10) days of
                                            the end of each quarter;



		(III)	The
                                            Investor shall be entitled to access the financial information of the Target Company at any
                                            time to find out the true usage of its invested fund.



 


 


		Article	6  
                                            Charges



 


		6.1	For the purpose
                                            of the Agreement, the relevant taxes and fees arising from the Investment shall be borne
                                            by each Party in accordance with the laws.



 


		6.2	If the Investment
                                            fails due to the fault of a Party, or if the capital increase cannot be completed due to
                                            the unilateral withdrawal from the transaction under the Agreement of a Party without reasonable
                                            cause, then the party at fault or the withdrawing party shall be liable for the transaction
                                            costs of the other party, including
but not limited to the costs of legal documentation, due diligence costs and other costs related to this transaction.






 






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 Article 7 Confidentiality




 


		7.1	Confidentiality



 


		7.1.1	All
                                            contents described herein are trade secrets and shall not be disclosed by either Party to
                                            any third party except as required by law. If a Party is required to disclose the contents
                                            or information relating to the Agreement to a third party by laws, it shall consult with
                                            the other Party and seek to protect the trade secrets under the Agreement to the maximum
                                            extent as far as possible. The Parties:



 


		(1)	shall
                                            strictly comply with the confidentiality obligations regarding trade secrets; shall not use
                                            the trade secrets information for any purpose other than performing the Agreement;



		(2)	shall
                                            establish rules and regulations for the observance of the confidentiality obligations under
                                            this Article 7 by its own directors, officers and other employees, as well as those of its
                                            respective affiliates.



 


This
confidentiality clause shall apply to any and all legal and natural person bound by the Agreement, including but not limited to employees,
directors, shareholders, consultants, agents or other representatives of the Parties. The breaching Party shall indemnify the other Parties
for all other losses caused by any breach of the confidentiality clauses. With respect to trade secrets, the rights and obligations set
forth in this clause and the Agreement shall continue to be effective for five (5) years from the date of termination of the Agreement.


 


 


		7.1.2	The
                                            provisions of Article 7.1.1 above shall not apply to the following information:



 


		(1)	the information
                                            that the receiving Party could prove with written record that it has obtained by lawful means
                                            before it is disclosed;






 






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		(2)	the information
                                            that has become public information due the reason and by the manner unrelated with the Receiving
                                            Party;



 


		(3)	the information
                                            that the receiving Party is required to disclose by the provisions of Chinese laws or by
                                            any securities regulatory authority or stock exchange or market; in which case, the receiving
                                            Party shall provide the relevant party with the confidential information required to be disclosed
                                            to the extent reasonable.



 


		(4)	the information
                                            independently acquired by the receiving Party without reference to any confidential information.



 


 Article 8
 Force Majeure




 


		8.1	Force Majeure



 


		8.1.1	In
                                            the event of Force Majeure, as a result of which the Parties are unable to perform their
                                            obligations under the Agreement, the performance of such obligations under the Agreement
                                            shall be suspended without penalty, and shall also be automatically extended for a period
                                            equal to the period of suspension. The Party claiming to be affected by Force Majeure shall
                                            promptly (within a quantifiable period, e.g., within 3 days upon the occurrence of the Force
                                            Majeure) notify the other Party in writing, and appropriate and reasonable proofs (which
                                            shall be verified or notarized when appropriate) confirming the claim of force majeure shall
                                            also be provided. The party claiming to be affected by Force Majeure shall also use all reasonable
                                            efforts to avoid the effects of Force Majeure.



 


		8.1.2	In
                                            the event of a Force Majeure event, the parties shall immediately consult to find an appropriate
                                            solution and shall make all reasonable efforts to mitigate the consequences of such Force
                                            Majeure event.



 






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Article
9 Liability for Breach of the Agreement


 


		9.1	In the event
                                            of nonperformance or failure to fulfill the Agreement caused by any Party’s breach
                                            of its obligations, warranties or undertakings in the Agreement, the breaching Party shall
                                            indemnify the other Parties for losses (including reasonable attorney’s fees) thus
                                            incurred. In the event of breach of the Agreement by the Parties, each breaching Party shall
                                            bear its own liability for breach of the Agreement.



 


 Article 10
 Termination and Modification to the Agreement




 


		10.1	The Agreement
                                            may be terminated in any of the following circumstances:



		(1)	The Agreement
                                            is terminated upon written consensus of the Parties.



		(2)	The Investor
                                            shall be entitled to terminate the Agreement for breach of the representations and warranties
                                            by the Target Company, in which case, the Agreement shall be terminated as of the service
                                            date of the written termination notice, and the liability for breach will be pursued;



		(3)	In the case
                                            that the Investor is unable to obtain the equity interests agreed herein due to the Target
                                            Company, the Investor shall be entitled to terminate the Agreement, in which case, the Agreement
                                            shall be terminated as of the service date of the written termination notice, and the liability
                                            for breach will be pursued;



		(4)	If the
                                            prerequisites agreed in Article 4 of the Agreement are not fully satisfied or waived by the
                                            Investor by [December 31, 2020], the Investor shall be entitled to terminate the Agreement
                                            by sending written notice to the other Party. However, in cases where some of the prerequisites
                                            are still waiting for administrative approval, which caused that such prerequisites are not
                                            all met on time, the aforesaid period may be extended accordingly.



 


10.2. The Agreement
may be modified, supplemented or altered upon consensus by the Parties. Modifications, supplementations or alterations shall be made
in writing and take effect after being signed and sealed by all Parties. As integral parts of the Agreement, the modifications, supplementations
and alterations shall be equally authentic as the Agreement.


 






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Article 11
Dispute Resolution


 


		11.1Any	dispute arising
                                            out of the Agreement, including any dispute concerning its existence, validity or termination
                                            among the Parties hereto (“disputes”) shall, first of all, be settled
                                            in good faith through friendly mutual consultation, and a Party may, at any time, send to
                                            the other Parties a written notice of consultation, indicating the nature of a dispute. Any
                                            Party may submit the dispute to [Chengdu Arbitration Commission] for arbitration if such
                                            dispute is not settled in the aforesaid manner within forty-five days of notice given by
                                            such party in accordance with the provisions of this clause. The place of arbitration shall
                                            be [Chengdu] and the arbitration shall be conducted in accordance with the arbitration rules
                                            then in force.



 


		11.2	The language
                                            of arbitration shall be Chinese.



 


		11.3	The arbitration
                                            award rendered by the arbitration tribunal is final and shall be binding on the Parties.
                                            The Parties hereto agree to be bound by the award and agree to enforce the award accordingly.



 


		11.4	In the course
                                            of arbitration, the remaining provisions of the Agreement shall continue to be performed
                                            by the Parties except for the disputed part under arbitration and except for the circumstances
                                            of termination as agreed herein.



 


 Article 12
 Applicable Law




 


		12.1	The conclusion,
                                            effectiveness, validity, interpretation, performance and all matters in connection with the
                                            Agreement shall be governed by the Chinese laws.



 


		12.2	If the economic
                                            interests of a Party are materially and adversely affected by the enactment of new Chinese
                                            laws, regulations or provisions, or by the modification, interpretation or implementation
                                            manner of the existing Chinese laws, regulations or provisions after the effective date of
                                            the Agreement, then the Parties shall promptly consult with each other and make their best
                                            endeavors to enforce necessary adjustments which could maintain the economic interests that
                                            the Parties could obtained from the Agreement at a level as close as possible to that which
                                            would have been obtained if the new laws, regulations or provisions have not been enacted,
                                            amended or interpreted or implemented.






 






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		12.3	If the Target
                                            Company may thereby obtain greater interests than that provided under the Agreement due to
                                            the enactment of new Chinese laws, regulations or provisions, or the modification, interpretation
                                            or implementation manner of existing Chinese laws, regulations or provisions after the effective
                                            date of the Agreement, the Parties shall promptly consult with each other and make their
                                            best endeavors to enforce necessary adjustments to enable the Target Company to obtain such
                                            increased interests.



 


 Article 13
Supplementary Provisions




 


		13.1	Non-waiver



 


No failure
or delay by any Party in exercising any right, power or privilege under the Agreement or any of its Appendixes shall be deemed a waiver
thereof; nor shall any single or partial exercise of such right, power or privilege prejudice any further exercise of such right, power
or privilege.


 


		13.2	Service



 


The
written documents given under the Agreement shall be deemed to have been duly served 5 working days after they are sent by each Party
to the following address:


 


Party
A: Sichuan Senmiao Zecheng Business Consulting Co., Ltd.


Attention:
Hu Xiang


Mobile:
13541066721


Address:
No. 1602, 16/F, Building 1, No. 1098 Middle Section of Jiannan Avenue, High-tech Zone, Chengdu, China (Sichuan) Pilot Free Trade Zone


 





Party B: Hunan Xixingtianxia Technology
Co., Ltd.


Address: No. 723, Building 3A, Jinke
Times Center, No. 1 Xiangyang Road, Changsha Economic & Technological Development Zone




 


Party
C: Li Xiaoli


Address:
Room 1302, Building 10, Canglong Phase II, No. 188 Hongshan Road, Kaifu District, Changsha


 






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Party
D: Liu Xiaohong


Address:
No. 23 Taikang Road, Pengzhou County-level City, Chengdu, Sichuan Province


 


		13.3	Severability



 


The
invalidity, illegality or non-enforceability of one or more provisions hereof in any respect under any Chinese laws shall not affect
or impair the validity, legality or enforceability of any other provisions hereof in any respect.


 


		13.4	Language



 


The
Agreement is written in Chinese and shall be executed in four originals, one for each Party.


 


		13.5	Effectiveness
                                            and Entire Agreement



 


The
Agreement shall take effect upon being signed and sealed by all Parties hereto, and any modification to the Agreement shall be invalidated
except that it is made in a separate supplementary agreement duly signed by all Parties. As soon as the Agreement comes into effect,
the delivered Agreement shall constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and
supersede all previous oral or written agreements and memorandums of understanding among the Parties with respect to the same.


 


		13.6	Publicity



 


The
Parties shall ensure that news, announcements, advertisements or other publicity issued in relation to the Target Company and its business
shall be truthful and accurate, as well as comply with the provisions of the Agreement regarding confidentiality obligations.


 


		13.7	In case of
                                            any inconsistency between the Agreement and the Articles of Association of the Target Company,
                                            the Agreement shall prevail.



 









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In
witness thereof, each and every Party hereto has caused the Agreement executed by their duly representatives on the date first above
written.


 


(The remainder
of this page is intentionally left blank)


 









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(There is no text on this page, and it’s
the signature page of the Investment Agreement of Hunan Xixingtianxia Technology Co., Ltd.)


 


Party A: Sichuan
Senmiao Zecheng Business Consulting Co., Ltd. (seal)


Legal
representative (or authorized representative): (seal)


Date:
September 11, 2020


 


Party B: Hunan Xixingtianxia Technology Co.,
Ltd. (seal)


Legal representative (or authorized representative):
(seal)


Date: September 11, 2020




 


Signature and fingerprint
of Party C (or authorized representative): (seal)


Date: September
11, 2020


 


Signature and fingerprint
of Party D (or authorized representative): (seal)


Date: September
11, 2020


 






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