Exhibit 10.4


 


Equity Disposal Agreement


 


This equity disposal agreement (hereinafter referred
to as “this Agreement”) is signed by and between the following parties (hereinafter referred to as “the parties”)
in Beijing, China on February 5, 2021)


 


Party A: 


Beijing Fengyuan Zhihui Education
Technology Co., Ltd.


Address: Room 515, 5th Floor, No. 5 Haiying
Road, Fengtai District, Beijing


 


Party B:


Yulong Yi, ID No. [*]


Address: Jizhang Village, Gaocun Town,
Yiyang County,Henan Province


 


Ru Zhang, ID No. [*]


Address: Cuidiwan Building 25, Door 1,
1402, 15 Street,Nanchang Road,Jianxi District, Luoyang City,Henan Province


 


Shaowei Peng, ID No. [*]


Address: Siling Village,Lianzhuang Town,Yiyang
County, Henan Province


 


Boyu Zhu, ID No. [*]


Address:Luyuan Building 12,#3,
602, Manda Road,Manzhouli City, Neimenggu Province


 


Junwei Cao, ID No. [*]


Address: Shuizhai Village 1, Shuizhai
Town, Yichuan County, Henan Province


 


Zhenlei Li, ID No.410327198901225311


Address: Yanligou Village 59, Gaocun
Town, Yiyang County, Henan Province


 


Xiangle Sun, ID No. [*]


Address: Sun Village #3, Minggao Town,
Yichuan County, Henan Province


 


Wanwu Kang, ID No. [*]


Address: Gou Village #2, Limiao Zhen,
Nanzhang County, Hubei Province


 


Fengying Yu, ID No. [*]


Address: Tucheng Village, Liusumu Town,
Liangcheng County, Wulanchabumu City, Neimenggu Province


 




     


     


    

 


 


Zhe Wang, ID No. [*]


Address: Weiyi Road #3 Yard, Building
2, 39, Jinshui District, Zhengzhou City


 


Yue Wang, ID No. [*]


Address: Xingfu Street 75, Chongwen District,
Beijing


 


Party C: 


Beijing Zhuoxun Century Culture
Communication Co., Ltd.(“Zhuoxun Culture”)


Address: Room 513, 5th Floor,
No. 5 Haiying Road, Fengtai District, Beijing


 


Whereas


 


1. Party A is a wholly foreign-owned
enterprise registered and existing in the People’s Republic of China


 


2. Party C is a limited liability company
incorporated in China


 


3. Party B is the shareholder of Zhuoxun
Culture (collectively referred to as the “authorized party”), of which Yulong Yi holds 53% equity, Ru Zhang holds 11% equity,
Shaowei Peng holds 5% equity, Boyu Zhu holds 5% equity, Junwei Cao holds 5% equity, Zhenlei Li holds 5% equity, Xiangle Sun holds 5% equity,
Wanwu Kang holds 4% equity, Fengying Yu holds 3% equity, Zhe Wang holds 2.5% equity and Yue Wang holds 1.5% equity.


 


4. Party A and Party B have signed a
equity pledge agreement, under which Party B guarantees Zhuoxun Culture to perform its obligations under the exclusive consultation and
service agreement signed with Party A. In order to ensure the security of the mortgage, and in consideration of the technical support
provided by Party A to Zhuoxun Culture and the good cooperative relationship between the parties, the parties have reached the following
agreement.


 


1. Granting Options


 


1.1 Grant


 


The parties to this agreement agree that,
from the effective date of this agreement, unless it has been disclosed to Party A and with the prior explicit written permission of Party
A, Party A shall have the exclusive option, in accordance with the provisions of this agreement, and Party A or the third party designated
by Party A shall at any time purchase all or part of the equity held by the authorized party in Zhuoxun Culture at the lowest price permitted
by the laws and regulations of the People’s Republic of China at the time of exercise. Party B agrees that, as a shareholder of
Party C, if Party B legally obtains dividends, dividends or surplus property from Party C before the equity of Party C held by Party B
is transferred to Party A, Party B shall, on the premise of complying with Chinese laws and after paying taxes required by Chinese laws,
immediately pay all such income to Party A


 




    2


     


    

 


The parties to this agreement agree that,
from the effective date of this agreement, unless it has been disclosed to Party A and with the prior written permission of Party A, Party
A has the exclusive option to purchase all or part of the assets held by Zhuoxun Culture at any time by Party A or its designated third
party at the lowest price permitted by the laws and regulations of the people’s Republic of China at the time of exercise.


 


Party A shall be granted the above option
after this agreement is signed by all parties and becomes effective, and the authorization shall be irrevocably or unchangeable during
the term of this Agreement (including any extension period according to Article 1.2 below).


 


1.2 Validation


 


This agreement is signed by the parties
and becomes effective on the first date as it appears hereof. This Agreement shall be valid for ten years from the effective date of this
agreement. Before the expiration of this agreement, if Party A requests, all parties shall extend the term of this agreement according
to Party A’s request and sign another equity disposal agreement or continue to perform this agreement according to Party A’s
request.


 


2. Exercise of options and Delivery


 


2.1 Exercise Time


 


2.1.1 The authorized party agrees that,
subject to the laws and regulations of the people’s Republic of China, Party A may exercise part or all of the options under this
agreement at any time after this agreement is signed and takes effect.


 


2.1.2 The authorized party agrees that
there is no limit on the number of times party A exercises its rights, unless it has acquired and held all the equity and assets of Zhuoxun
Culture.


 


2.1.3 The authorized party agrees that
Party A may appoint a third party as its representative to exercise the right of choice, but Party A shall notify the authorized party
in writing in advance when exercising the right


 


2.2 Disposal Exercise Price


 


The authorized party agrees that when
Party A exercises the right, all the exercise price obtained by the authorized party shall be presented to Zhuoxun Culture free of charge,
or be transferred from the authorized party to Zhuoxun Culture by other ways agreed by Party A in writing.


 




    3


     


    

 


2.3 Transfer Possession


 


The authorized party agrees that the
option under this agreement can be transferred in part or in whole by Party A to a third party without prior consent of the authorized
party. The third party shall be regarded as a party to this agreement, and the Contractor shall exercise the option according to the conditions
of this Agreement and undertake the rights and obligations of Party A under this agreement.


 


2.4 Notice


 


If Party A exercises the right, it shall
notify the authorized party in writing ten working days prior the delivery date (as defined below), and the notice shall specify the following
terms:


 


2.4.1 The effective delivery date of
the equity or assets after the exercise of the option (hereinafter referred to as the “delivery date”);


 


2.4.2 The name of the holder of the equity
or assets that should be registered after the exercise of the option;


 


2.4.3 The number and proportion of shares
purchased from the authorized person, or the details and quantity of assets


 


2.4.4 Exercise price and payment method;


 


2.4.5 Power of attorney (if the third
party designated by Party A exercises the power on behalf of Party A).


 


The parties agree that Party A may at
any time appoint a third party to exercise the right of option, register the equity or assets in the name of such third party.


 


2.5 Equity Transfer


 


Each time Party A exercises the option,
within 10 working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this Agreement


 


(1) The authorized party shall instruct
Zhuoxun Culture to hold a shareholders’ meeting in time. At the meeting, the resolution of shareholders’ meeting approving
the authorized party to transfer the equity to Party A and / or the third party designated by it shall be passed;


 




    4


     


    

 


(2) The authorized party shall sign a
transfer agreement with Party A (or, if applicable, the third party designated by it) which is consistent in substance with the equity
transfer agreement listed in Annex 1 of this agreement;


 


(3) Party B shall sign all other required
contracts, agreements or documents, obtain all required government approval and consent, and take all necessary actions to transfer the
effective ownership of the Purchased Equity to Party A and / or its designated third party without any security interest, Party A and
(or) the third party designated by Party A shall become the registered owner of the Purchased Equity, and submit to Party A or the third
party designated by Party A the latest business license, articles of association and other relevant documents issued or registered by
relevant Chinese authorities. Such documents shall reflect the changes of equity, directors and legal representatives of Zhuoxun Culture.


 


2.6 Asset
Transfer


 


Each time Party A exercises the option,
within 10 working days from the date of receiving the exercise notice issued by Party A in accordance with Article 2.4 of this Agreement:


 


(1) Zhuoxun Culture shall timely hold
(Executive) board meeting or shareholders’ meeting in accordance with its articles of association. At the meeting, Zhuoxun Culture
shall pass a resolution approving the transfer of assets to Party A and / or the third party designated by Zhuoxun Culture


 


(2) Zhuoxun Culture shall sign the transfer
agreement with Party A (or the third party designated by it if applicable) for the transfer of relevant assets;


 


(4) Zhuoxun
Culture shall sign all other required contracts, agreements or documents, obtain all required government approval and consent, and take
all necessary actions to transfer the effective ownership of the purchased assets to Party A and / or its designated third party without
any security interest, And make Party A and / or the third party designated by Party A become the registered purchaser of the purchased
assets (if applicable)


 


3. Statement
and Commitment


 


The authorized party represents and warrants
as follows:


 


3.1.1 Have complete right and authorization
to sign and perform this Agreement;


 




    5


     


    

 


3.1.2 The performance of this Agreement
and the obligations under this Agreement does not violate the binding laws, regulations and other agreements, and does not require the
approval or authorization of government departments;


3.1.3 There is no litigation, arbitration
or other judicial or administrative proceedings pending or likely to substantially affect the performance of this Agreement;


 


3.1.4 It has disclosed to Party A all
situations that may adversely affect the performance of this Agreement;


 


3.1.5 It has not been declared bankrupt
and its financial position is sound


 


3.1.6 The equity of Zhuoxun Culture is
free from any pledge, guarantee, liability and other third party’s rights and liabilities, and is free from recourse by the third
party, except for the equity pledge agreement signed by Party A and Party B


 


3.1.7 It will not set any pledge, liabilities
and other third party’s rights and burdens on its equity of Zhuoxun Culture, and will not dispose of its equity to Party A or other
persons other than the third party designated by Party A by means of transfer, gift, pledge or any other means


 


3.1.8 The right of choice granted to
Party A shall be exclusive, and the authorized party shall not grant the right of choice or similar rights to any person other than Party
A or its designated third party in any other way


 


3.1.9 During the term of this agreement,
the business of Zhuoxun Culture complies with the laws, regulations, regulations and other management regulations and guidelines issued
by the competent government departments, and there is no violation of any of the above regulations, which will have a significant adverse
impact on the business or assets of the company;


 


3.1.10 Maintain the existence of Zhuoxun
Culture in accordance with good financial and commercial standards and practices. Prudently and effectively conduct its business and conduct
its affairs, and use its best efforts to ensure that Zhuoxun Culture continues to operate with the necessary permits, licenses and approvals,
and that such permits, licenses and approvals will not be cancelled, withdrawn or declared invalid;


 


3.1.11 At the request of Party A, provide
all the operation and financial information of Zhuoxun Culture.


 




    6


     


    

 


3.1.12 Before Party A (or the third party
designated by Party A) exercises the right of option and obtains all equity or assets of Zhuoxun Culture, Zhuoxun Culture shall not do
any of the following unless it obtains the written consent of Party A (or the third party designated by Party A)


 


(a) Sell,
transfer, mortgage or otherwise dispose of any asset, business or income, or allow to set up any other security interest on it (except
those arising in the normal or ordinary course of business or disclosed to Party A with Party A’s prior explicit written consent);
and;


 


(b) Enter
into a transaction that will materially and adversely affect its assets, liabilities, operations, equity and other legitimate rights (except
those arising in the course of normal or daily business or disclosed to Party A with Party A’s prior explicit written consent);


 


(c) To
distribute dividends and bonus to shareholders in any form;


 


(d) Incurs,
inherits, guarantees or permits the existence of any debt, but (I) arises in the normal or ordinary course of business and not by way
of borrowing money( II) except for debts that have been disclosed to Party A and have been expressly agreed in writing by Party
A in advance;


 


(e) Enter
into any material contract, except in the normal course of business (for the purposes of this paragraph, if the value of a contract exceeds
RMB 1 million, it shall be regarded as a material contract);


 


(f) To
increase or decrease the registered capital of Zhuoxun Culture through the resolution of the shareholders’ meeting, or to change
the structure of the registered capital separately;


 


(g)Supplement, change or modify the articles
of association of Zhuoxun Culture in any form


 


(h) To
merge or associate with any person, or to acquire or invest in any person


 


3.1.13 Before Party A (or the third party
designated by Party A) exercises the right of option to acquire all equity or assets of Zhuoxun Culture, Party B shall not jointly or
unilaterally carry out the following acts unless Party A (or the third party designated by Party A) expressly agrees in writing:


 


(a) Supplement,
change or modify the articles of association of Zhuoxun Culture in any form, and such supplement, change or modification will substantially
and adversely affect the assets, liabilities, operation, equity and other legal rights of Zhuoxun Culture (except for the case of capital
increase in the same proportion to meet the legal requirements), or may affect this Agreement and Party A, Party B and Effective performance
of other agreements signed by Zhuoxun Culture;


 




    7


     


    

 


(b) Zhuoxun
Culture to enter into a transaction that will substantially and adversely affect Zhuoxun Culture’s assets, liabilities, operations,
equity and other legal rights (except those arising in the normal or daily business process or which have been disclosed to Party A and
obtained Party A’s explicit written consent in advance); and;


 


(c) To
urge the shareholders’ meeting of Zhuoxun Culture to pass the resolution of dividend distribution;


 


(d) Sell,
transfer, mortgage or otherwise dispose of the legal or beneficial interest of any equity of Zhuoxun Culture at any time since the effective
date of this contract, or allow to set any other security interest on it;


 


(e) Urge
the board of shareholders of Zhuoxun Culture to approve the sale, transfer, mortgage or other disposal of the legal or beneficial interests
of any equity, or allow the establishment of any other security interests on it;


 


(f) Urge
the board of shareholders of Zhuoxun Culture to approve the merger or association of Zhuoxun Culture with any person, or the acquisition
or investment of any person, or any other form of restructuring;


 


(g) Self-Liquidating,
liquidation or dissolution of Zhuoxun Culture


 


3.1.14 Before Party A (or its designated
third party) exercises the right of option to acquire all equity or assets of Zhuoxun Culture, Party B undertakes that:


 


(a) Immediately
notify Party A in writing of any litigation, arbitration or administrative proceedings that have occurred or may occur with respect to
the equity owned by Party A, or any circumstance that may have any adverse effect on such equity;


 


(b) Urge
the shareholders’ meeting of Zhuoxun Culture to examine and approve the transfer of the Purchased Equity specified in this agreement,
urge Zhuoxun Culture to amend its articles of association to reflect the transfer of equity from Party B to Party A and / or its designated
third party, and other changes described in this agreement, and immediately apply to the competent authorities in China for approval (if
such approval is required by law) and change registration, Urge Zhuoxun Culture to approve the appointment of Party A and / or the third
party designated by Party A as the new director and new legal representative through the resolution of the shareholders’ meeting;


 




    8


     


    

 


(c) In
order to maintain its legal and effective ownership of the equity, sign all necessary or appropriate documents, take all necessary or
appropriate actions and make all necessary or appropriate complaints or make all necessary and appropriate defenses against all claims


 


(d) Upon
Party A’s request at any time, Party A shall transfer its equity unconditionally and immediately to the third party designated by
Party A at any time, and give up its preemptive right to another existing shareholder for the above equity transfer;


 


(e) Strictly
abide by the provisions of this contract and other contracts jointly or separately signed by Party B and Party A, earnestly perform the
obligations under such contracts, and do not do any act / omission that may affect the validity and enforceability of such contracts.


 


3.2 Commitment


 


The authorized party undertakes to Party
A that the authorized party shall bear all expenses arising from the equity transfer and go through all necessary procedures for Party
A and / or its designated third party to become a shareholder of Zhuoxun Culture. The procedures include, but are not limited to, assisting
Party A to obtain necessary approval from government departments for equity transfer, submitting equity transfer agreement, resolutions
of shareholders’ meeting and other documents to relevant industrial and commercial administration departments, and amending articles
of association, register of shareholders and other articles of Association documents


 


3.3 Party
B hereby represents and warrants to party a jointly and severally on the date of signing this contract and each delivery date as follows:


 


(1) It
has the power and ability to enter into and deliver this contract and any equity transfer agreement (each referred to as the “transfer
agreement”) to which it is a party for each transfer of the Purchased Equity under this contract, and to perform its obligations
under this contract and any transfer agreement. Once signed, this contract and each assignment agreement to which it is a party will constitute
legal, valid and binding obligations, and can be enforced in accordance with its terms;


 


(2) Neither
the signing and delivery of this contract or any assignment agreement nor the performance of its obligations under this contract or any
assignment agreement will: (I) result in violation of any relevant Chinese laws and regulations(II) conflict with its articles
of association or other organizational documents(III) result in a breach of any contract or instrument to which it is a party or
by which it is bound(IV) result in a breach of any conditions relating to the grant and / or continued validity of any license
or approval granted to it; Or (V) causes any license or approval granted to it to be suspended or revoked or subject to conditions;


 




    9


     


    

 


(3) Party
B shall have good and marketable ownership of all equity of Zhuoxun Culture. Party B does not have any security interest in the above
equity;


 


(4) Zhuoxun
Culture has no outstanding debts, except (I) debts incurred in the normal course of its business, and (II) debts disclosed to Party A
and with the prior explicit written consent of Party A;


 


(5) Zhuoxun
Culture complies with all laws and regulations applicable to the acquisition of equity and assets;


 


(6) At
present, there are no ongoing or pending litigation, arbitration or administrative procedures related to the equity and assets of Zhuoxun
Culture or Zhuoxun Culture.


 


3.4 Zhuoxun
Culture represents and warrants as follows:


 


3.4.1 It has complete right and authorization
to sign and in compliance with this agreement


 


3.4.2 The implementation of this Agreement
and its obligations under its terms does not violate the binding laws, regulations and other agreements, and does not require the approval
or authorization of government departments


 


3.4.3 There is no litigation, arbitration
or other judicial or administrative proceedings pending or likely to substantially affect the performance of this Agreement;


 


3.4.4 Party B has disclosed to Party
A all situations that may adversely affect the performance of this agreement


 


3.4.5 It has not been declared bankrupt
and its maintained sound healthy financial condition


 


3.4.6 Except for those disclosed to Party
A, there is no pledge, guarantee, liability or other third party’s burden on the assets of Zhuoxun Culture, and it is free from
recourse of the third party, except for the equity pledge agreement signed by Party A and Party B


 




    10


     


    

 


3.4.7 Without Party A’s prior written
consent, it will not set any pledge, mortgage, liability and other third party’s rights and burdens on the assets it holds, and
will not dispose of the assets it holds to any person other than Party A or the third party designated by Party A by means of transfer,
gift, mortgage, pledge or any other means


 


3.4.8 The right of option granted to
Party A shall be exclusive, and Zhuoxun Culture shall not grant the right of option or similar rights in any other way to any person other
than Party A or its designated third party;


 


3.4.9 During the term of this agreement,
the business of Zhuoxun Culture complies with the laws, regulations, regulations and other management regulations and guidelines issued
by the competent government departments, and there is no violation of any of the above regulations, which will have a significant adverse
impact on the business or assets of the company


 


3.4.10 Maintain the existence of Zhuoxun
Culture in accordance with good financial and commercial standards and practices. Prudently and effectively conduct its business and conduct
its affairs, and use its best efforts to ensure that Zhuoxun Culture continues to operate with the necessary permits, licenses and approvals,
and that such permits, licenses and approvals will not be cancelled, withdrawn or declared invalid;


 


3.4.11 At the request of Party A, provide
all the operation and financial information of Zhuoxun Culture


 


3.4.12 Take all reasonable and necessary
measures to manage Zhuoxun Culture business and strive to maintain and increase the value of Zhuoxun Culture assets


4. Taxation


 


The taxes generated by each party during
the exercise of this Agreement shall be borne by each party


 


5. Breach
Agreement


 


5.1 If Party B or Party C violates this
agreement or any of its representations and guarantees in this agreement, Party A may notify the defaulting party in writing, requiring
it to correct the breach within ten days after receiving the notice, take corresponding measures to effectively and timely avoid the occurrence
of damage, and continue to perform this agreement. In case of any damage, the breaching party shall compensate Party A so that Party A
can obtain all the rights and interests it deserves when performing the contract.


 




    11


     


    

 


5.2 If Party B or Party C fails to correct
the breach within ten days after receiving the notice in accordance with the above-mentioned 5.1, Party A has the right to require the
breaching party to compensate Party A for any expenses, liabilities or losses (including but not limited to the interest paid or lost
by Party A due to the breach of contract and the attorney’s fees). Meanwhile, Party A has the right to implement the equity transfer
agreement attached to this agreement to transfer the equity held by Party B to Party A and / or the third party designated by Party A


 


6. Jurisdiction
and Disputes


 


6.1 Jurisdiction
Law


 


The laws of the people’s Republic
of China shall be applicable to this agreement, including but not limited to the completion, performance, validity and interpretation
of this agreement.


 


6.2 Friendly
Negotiation


 


In case of any dispute arising from the
interpretation or performance of this agreement, the parties shall settle the dispute through friendly negotiation or mediation by an
intermediate third party. If the dispute cannot be settled by the above-mentioned means, it shall be submitted to the arbitration authority
for settlement within 30 days from the date of the above-mentioned relevant discussion


 


6.3 Arbitration


 


Any dispute arising from this Agreement
shall be submitted to China International Economic and Trade Arbitration Commission (Beijing) for arbitration in accordance with its arbitration
rules. The place of arbitration shall be Beijing. The arbitration award shall be final and binding on all parties.


 


7. Confidential


 


7.1 Confidential
Information


 


The contents of this Agreement and its
attachments shall be kept confidential. The parties shall not disclose any information of this agreement to any third party (except with
the prior written consent of the parties). This clause shall survive the termination of this agreement.


 


7.2 Exceptions


 


If confidential information should be
disclosed in accordance with laws, court decisions, arbitration awards and decisions or requirements of government authorities, securities
regulatory authorities, stock exchanges and stock exchange institutions, the disclosure of such information shall not be deemed as a violation
of Article 7.1 above


 




    12


     


    

 


8. Others


 


8.1 Completion
of the Agreement


 


The parties hereby confirm that this
agreement is a fair and reasonable agreement reached by the parties on the basis of equality and mutual benefit. This Agreement constitutes
all the parties to the agreement on the subject matter involved in the agreement. If any previous discussions, negotiations and agreements
are inconsistent with this agreement, this Agreement shall prevail. This Agreement shall be amended by the parties in writing. The annex
to this agreement is an integral part of this Agreement and has the same effect as this Agreement


 


8.2 Notice


 


8.2.1 All notices given by the parties
to this Agreement for the performance of their rights and obligations under this Agreement shall be made in writing and sent by hand delivery,
registered mail, prepaid mail, recognized courier service, or fax to the following addresses of the party or parties concerned:


 


Party A:


Beijing Fengyuan Zhihui Education
Technology Co., Ltd.


Address: Room 515, 5th Floor,
No. 5 Haiying Road, Fengtai District, Beijing


Fax:


Phone:138-3888-4833


Recipient: Ru Zhang


 


Party B:


Yulong Yi,


Phone: [*]


Address: Jizhang Village,Gaocun Town,
Yiyang County, Henan Province


Recipient: Yulong Yi


 


Ru Zhang,


Phone: [*]


Address: Cuidiwan Building 25,Door 1,
15 Street, Nanchang Road,Jianxi District, Luoyang City, Henan Province


Recipient: Ru Zhang


 


Shaowei Peng,


Phone: [*]


Address: Siling Village,Lianzhuang Town,
Yiyang County, Henan Province


Recipient: Shaowei Peng


 




    13


     


    

 


Boyu Zhu,


Phone: [*]


Address: Huayuan Building 12,#3, Room
602, Manda Road, Manzhouli City, Neimenggu Province


Recipient: Boyu Zhu


 


Junwei Cao,


Phone: [*]


Address: Shuizhai Village 1, Shuizhai
Town, Yichuan County, Henan Province.


Recipient: Junwei Cao


 


Zhenlei Li,


Phone: [*]


Address: Yanligou Village 59,Gaocun Town,
Yiyang County, Henan Province


Recipient: Zhenlei Li


 


Xiangle Sun,


Phone: [*]


Address: Sun Village 3, Minggao Town,
Yichuan County, Henan Province


Recipient: Xiangle Sun


 


Wanwu Kang,


Phone: [*]Address: Goucun #2, Limiao
Town, Nanzhang County, Hubei Province


Recipient: Wanwu Kang


 


Fengying Yu,


Phone: [*]


Address: Tucheng Village, Liusumu Town,
Liangcheng County, Wulanchabu City, Neimenggu Province


Recipient: Fengying Yu


 


Zhe Wang,


Phone: [*]


Address: Weiyi Road #3 Yard, Building
2, 39, Jinshui District, Zhengzhou City


Recipient: Zhe Wang


 


Yue Wang,


Phone: [*]


Address: Xingfu Street 75, Chongwen District,
Beijing


Recipient: Yue Wang


 




    14


     


    

 


Party C: 


Beijing Zhuoxun Century Culture Communication Co., Ltd

Address: Room 513, 5th Floor, No. 5 Haiying Road, Fengtai District, Beijing 

Fax: [    ]


Phone: 010-6372-1372


Recipient: Boyu Zhu


 


8.2.2 A notice or letter shall be deemed
to have been served under the following circumstances


 


8.2.2.1 If the fax is delivered by fax,
the date record on the fax shall prevail. However, if the fax is delivered later than 5 pm or on a non working day in the place of delivery,
the next working day of the date record on the fax shall be the date of delivery;


 


8.2.2.2 If it is delivered by hand (including
express mail), the date of receipt shall prevail;


 


8.2.2.3 If it is delivered by registered
mail, the 15th day after the date on the receipt of the registered mail shall prevail.


 


8.2.3 Restrictions


 


This Agreement shall be binding on all
parties


 


8.3 Language


 


This agreement is made in thirteen
copies, written in Chinese, with each party holding one copy


 


8.4 Days
and Working days


 


“Day” referred to in this
Agreement shall be the date on the calendar; The “working days” referred to in this Agreement are from Monday to Friday


 


8.5 Headings


 


The headings of this Agreement are for
convenience only and shall not be used for the interpretation of this agreement


 


8.6 Supplementary


 


The obligations, promises and liabilities
of the authorized party to Party A under this Agreement are separate and joint, and the authorized parties shall bear joint and several
liabilities. As far as Party A is concerned, the default of any one of the authorized parties will automatically constitute the default
of the authorized party


 


8.7 Pending
Issues


For matters not specified in this agreement,
the parties shall settle them through negotiation in accordance with the laws of the people’s Republic of China


 




    15


     


    

 


Signature Page Only


 


Party A: Beijing Fengyuan Zhihui Education Technology
Co., Ltd.


 


Authorized Representative:


 


[company’s seal]


 




    16


     


    

 


Signature Page Only


 


	Party B:	 	 
	 	 	 
	Yulong Yi	 	Ru Zhang
	 	 	 
	/s/ Yulong Yi	 	/s/ Ru Zhang
	 	 	 
	Shaowei Peng	 	Boyu Zhu
	 	 	 
	/s/ Shaowei Peng	 	/s/ Boyu Zhu
	 	 	 
	Junwei Cao	 	Zhenlei Li
	 	 	 
	/s/ Junwei Cao	 	/s/ Zhenlei Li
	 	 	 
	Xiangle Sun	 	Wanwu Kang
	 	 	 
	/s/ Xiangle Sun	 	/s/ Wanwu Kang
	 	 	 
	Fengying Yu	 	Zhe Wang
	 	 	 
	/s/ Fengying Yu	 	/s/ Zhe Wang
	 	 	 
	Yue Wang	 	 
	 	 	 
	/s/ Yue Wang	 	 


 




    17


     


    

 


Signature Page Only


 


Party C: Beijing Zhuoxun Century Culture Communication
Co., Ltd.


 


Authorized Representative:


 


[company’s seal]


 




    18


     


    

 


Attachment 1: Equity Transfer Agreement


 


Equity Transfer Agreement


 


This equity transfer agreement (hereinafter referred
to as “this Agreement”) is signed by and between the following parties in Beijing on the day of [    ]


 


Party A: Beijing Fengyuan Zhihui Education Technology
Co., Ltd.


 


Address: Room 515, 5th Floor, No. 5 Haiying Road,
Fengtai District, Beijing


 


Party B:


 


Yulong Yi, ID No. [*]


Address: Jizhang Village, Gaocun Town,
Yiyang County, Henan Province


 


Ru Zhang, ID No. [*]


Address: Cuidiwan Building 1 1402, 15
Street, Nanchang Road, Jianxi District, Luoyang City, Henan Province


 


Shaowei Peng, ID No. [*]


Address: Siling Village, Lianzhuang Town,
Yiyang County, Henan Province


 


Boyu Zhu, ID No.15210219930117122X


Address: Huayuan Building 12, #3, Room
602, Manda Road, Manzhouli City, Neimenggu Province


 


Junwei Cao, ID No. [*]


Address: Shuizhai Village #1, Shuizhai
Town, Yichuan County, Henan Province


 


Zhenlei Li, ID No. [*]


Address: Yanligou Village 59, Gaocun
Town, Yiyang County, Henan Province


 


Xiangle Sun, ID No. [*]


Address: Sun Village #3, Minggao Town,
Yichuan County, Henan Province


 


Wanwu Kang, ID No. [*]


Address: Gou Village #2, Limiao Town.
Nanzhang County, Hubei Province


 


Fengying Yu, ID No. [*]


Address: Tucheng Village, Liusumu Town,
Liangcheng County, Wulanchabu City, Neimenggu Province


 




    19


     


    

 


Zhe Wang, ID No. [*]Address: Weiyi Road
#3 Yard, Building 2, 39,Jinshui District,Zhengzhou City


 


Yue Wang, ID No. [*]


Address: Xingfu Street 75, Chongwen Road,Beijing


 


Party C:


Beijing Zhuoxun Century Culture Communication
Co., Ltd.


( hereinafter referred to as “Zhuoxun Culture”)


Address: Room 513, 5th Floor, No. 5 Haiying Road,
Fengtai District, Beijing


 


In this contract, Party A, Party B and Party C
are hereinafter referred to as “party” and collectively as “parties”.


 


As


 


1. Party A is a wholly foreign-owned enterprise
registered and existing in the people’s Republic of China (hereinafter referred to as “China”);


 


2. Party C is a wholly domestic company registered
in Beijing, China. At present, Party B holds 100% equity of Party C (hereinafter referred to as “relevant equity”); and


 


3. Party B is willing to transfer part or
all of Party C’s equity to Party A and / or its designated third party when Party A and / or its designated third party
exercise its option in accordance with the relevant provisions of the equity disposal agreement signed by Party A and Party A on
[    ] and Party A and / or its designated third party agree to transfer the equity (hereinafter referred to as
“equity transfer”).


 


Accordingly, the two parties have reached the
following agreement through consultation:


 


1. Equity Transfer


 


1.1 Party B agrees to transfer the
relevant equity to Party A. among Party B, Yulong Yi transfers 53% equity; among Party B, Ru Zhang transfers 11% equity; among Party B,
Shaowei Peng transfers 5% equity; among Party B, Boyu Zhu transfers 5% equity; among Party B, Junwei Cao transfers 5% equity; among Party
B, Zhenlei Li transfers 5% equity; among Party B, Xiangle Sun transfers 5% equity; among Party B, Wanwu Kang transfers 4% equity; among
Party B, Fengying Yu transfers 3% equity; among Party B, Zhe Wang transfers 2.5% equity; among Party B, Yue Wang transfers 1.5% equity.
Party A agrees to accept such transfer. After the transfer, Party A holds 100% of the equity of Party C.


 




    20


     


    

 


 


1.2 As consideration for equity transfer,
Party A shall pay RMB to Yulong Yi of Party B___ Yuan, to Ru Zhang of Party B____ Yuan, to Shaowei Peng of Party B____ Yuan,to Boyu Zhu
of Party B____ Yuan, to Junwei Cao of Party B____ Yuan, to Zhenlei Li of Party B____ Yuan, to Xiangle Sun of Party B____ Yuan, to Wanwu
Kang of Party B____ Yuan,t o Fengying Yu of Party B____ Yuan, to Zhe Wang of Party B____ Yuan,to Yue Wang of Party B____ Yuan, in accordance
with Article 2.


 


1.3 Party B agrees to the equity transfer
under this article, and is willing and will urge other shareholders of Party C (except Party B) to sign necessary documents including
the resolution of the shareholders’ meeting and the letter of giving up preemptive purchase of relevant equity, and assist in handling
other necessary procedures for equity transfer


 


1.4 Party B and Party C shall be jointly
and separately responsible for taking all necessary actions, including but not limited to signing this agreement, passing resolutions
of the shareholders’ meeting, amendments to the articles of association, etc., to realize the transfer of equity from Party B to
Party A, And shall be responsible for completing all government approval or industrial and commercial registration and filing procedures
within 10 working days from the date Party A issues the notice of exercise in accordance with the provisions of the equity disposal agreement,
so as to make Party A the registered owner of such equity.


 


2. Equity Transfer Payment


 


2.1 Party
A shall pay RMB to Yulong Yi ___ Yuan, to Ru Zhang____ Yuan, to Shaowei Peng ____ Yuan, to Boyu Zhu ___ Yuan, to Junwei Cao ____ Yuan,
to Zhenlei Li ____ Yuan, to Xiangle Sun____ Yuan, to Wanwu Kang ____ Yuan, to Fengying Yu ____ Yuan, to Zhe Wang ____ Yuan, to Yue Wang
____ Yuan within 5 working days after signing this agreement.


 


2.2 Party
B shall issue appropriate receipt to Party A within 5 working days after receiving each payment mentioned in Article 2.1.


 


3. Proclamation and Commitment


 


3.1 Each
party hereby represents and warrants as follows:


 


(a) The party is a legally established
and existing company or an individual with full capacity for civil conduct, and has complete power and ability to sign and perform this
Agreement and other documents related to this agreement required to achieve the purpose of this Agreement;


 




    21


     


    

 


(b) Such
party has taken or will take all necessary actions to properly and effectively authorize the signing, delivery and performance of this
Agreement and all other documents related to the transactions under this agreement, and such signing, delivery and performance does not
violate any relevant laws, regulations and government regulations, and does not infringe the legitimate rights and interests of any third
party


 


3.2 Party B and Party C jointly and
separately declare and guarantee to Party A as follows:


 


(a) Party B currently legally and
effectively holds 100% of the equity of Party C. Party B’s acquisition and holding of the equity does not violate any laws and regulations
or government decisions, nor does it violate the interests and rights of any third party;


 


(b) Party C is a limited liability
company duly established and validly existing in accordance with the laws of China, which has complete rights and behavioral capabilities,
has the right to own, dispose and operate its assets and business, and to carry out its business which is currently in progress or planned.
Party C has obtained all the licenses, qualification certificates or other governmental departments’ approval, approval, filing
or registration procedures for all the business described in its business license;


 


(c) Party C has not violated any relevant
laws and regulations or government regulations since its establishment;


 


(d)There is no security interest or
any other third party rights in the equity of Party C held by Party B, unless otherwise agreed by both parties


 


(e) This
party has not omitted to provide Party A with any documents or information about Party C or its business that may affect its decision
to enter into this Agreement;


 


(f)Prior to the completion of the
equity transfer, such party will not authorize or cause to be issued or promised to issue new equity in addition to the equity already
issued on the date of signing this agreement by any act or omission, and will not change the registered capital or shareholder structure
of Party C in any form


 


4. Validation


 


This agreement is signed and effective
on the date first above written.


 




    22


     


    

 


5. Disputes


 


In case of any dispute between the
parties on the interpretation and performance of the terms under this agreement, the parties shall negotiate in good faith to resolve
the dispute. If both parties fail to reach an agreement on the settlement of the dispute within 30 days after one party’s request
for the settlement of the dispute through negotiation, either party may submit the dispute to China International Economic and Trade Arbitration
Commission for arbitration in accordance with its current arbitration rules. The place of arbitration shall be Beijing; The language of
arbitration shall be Chinese. The arbitration award shall be final and binding on both parties.


 


6. Validity


 


The validity, interpretation and enforcement
of this Agreement shall be governed by the laws of China.


 


7. Amendment, Supplementary


 


The parties shall amend and supplement
the agreement by written agreement. The Amendment Agreement and supplementary agreement on this agreement properly signed by all parties
are an integral part of this Agreement and have the same legal effect as this agreement.


 


8. The divisibility of protocol


If any provision of this agreement
is invalid or unenforceable due to inconsistency with the relevant law, it shall be void or unenforceable only within the relevant legal
jurisdiction and shall not affect the legal effect of other provisions of this agreement


 


9. Agreement Attachment


 


Any annex to this agreement is an
integral part of this Agreement and has the same legal effect as this agreement.


 


10. Others


 


10.1 This agreement is made in Chinese
in thirteen copies, one for each party.


 


10.2 If Party A designates any third
party to exercise the option, Party A and / or the third party designated by Party A shall, as the case may be, refer to Party A in this
equity transfer agreement


 


No Content


 




    23


     


    

 


Signature Page Only


 


Party A: Beijing Fengyuan Zhihui Education Technology
Co., Ltd.


 


Authorized Representative:


 


[    ]


 




    24


     


    

 


Signature Page Only


 


	Party B:	 	 
	 	 	 
	Yulong Yi	 	Ru Zhang
	 	 	 
	 	 	 
	 	 	 
	Shaowei Peng	 	Boyu Zhu
	 	 	 
	 	 	 
	 	 	 
	Junwei Cao	 	Zhenlei Li
	 	 	 
	 	 	 
	 	 	 
	Xiangle Sun	 	Wanwu Kang
	 	 	 
	 	 	 
	 	 	 
	Fengying Yu	 	Zhe Wang
	 	 	 
	 	 	 
	 	 	 
	Yue Wang	 	 
	 	 	 
	 	 	 


 


Signature Page Only


 




    25


     


    

 


Party C


 


Beijing Zhuoxun Century Culture Communication
Co., Ltd.


 


Authorized Representative:


 


[    ]


 


 


26