Exhibit 4.9


 





Exclusive
Call Option Agreement


 


This Exclusive
Call Option Agreement (hereinafter referred to as this “Agreement”) is executed by and among the following
parties on May 31, 2019 in Beijing, PRC:


 


Party
A:      Beijing Sangu Maolu Information Technology Co., Ltd., a limited liability company incorporated and existing in accordance
with Chinese laws under the address of 1011A33, 9F, Yard 1, No. 32 Xizhimen North Avenue, Haidian District, Beijing


 


Party
B:       Party B1: Li Mingyou, a Chinese citizen, ID card number: ******;

Party B2: Du Xingyu, a Chinese citizen, ID card number: ******

and


 


Party
C:       Beijing Internet Drive Technology Co., Ltd., a limited liability company incorporated and existing in accordance with
Chinese laws under the address of No. 3009-190, 3F, Block B, Building 1, Yard 2, No. 2 Yongcheng North Road, Haidian District,
Beijing


 


In this
Agreement, Party A, Party B and Party C are hereinafter each referred to as a “Party” and collectively referred
to as the “Parties”.


 


Whereas:
Party B holds 100% of the equity interests in Party C;


 


Now the
Parties enter into the following agreement through negotiation:


 


		1.	Sale
                                         and Purchase of Equity and Asset 



 


		1.1	Grant
                                         of right



 


		1.1.1	Party
                                         B hereby irrevocably grants Party A an irrevocable exclusive right (the “Purchasing
                                         Right for Equity”) to purchase or designate
                                         a person or persons (each referred to as a “Designated Person of Shares”)
                                         to purchase at any time from Party B all or part of the equity held by it in Party
                                         C at one time or multiple times by steps decided by Party A at its own discretion at
                                         the price stated in Article 1.3 hereof, to the extent permitted by laws of the People’s
                                         Republic of China (“PRC”). No one other than Party A and the Designated
                                         Persons of Shares may enjoy the Purchasing Right for Equity or other rights in relation
                                         to Party B’s equity. Party C hereby agrees that Party B grants Purchasing Right
                                         for Equity to Party A. The term “Person” referred to in this clause
                                         and this Agreement means an individual, company, joint venture, partnership, enterprise,
                                         trust or non-corporate organization.



 






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		1.1.2	Party
                                         C hereby irrevocably grants Party A an irrevocable exclusive right (“Purchasing
                                         Right for Asset”) to purchase or designate a person or persons (“Designated
                                         Person of Asset”, and collectively referred to as “Designated Person”
                                         together with Designated Person of Equity) to purchase at any time from Party B all
                                         or part of the assets held by it in Party C at one time or multiple times by steps decided
                                         by Party A at its own discretion at the price stated in Article 1.3 hereof, to the extent
                                         permitted by laws of PRC. No one other than Party A and the Designated Persons of Asset
                                         may enjoy the purchasing right or other rights in relation to Party C’s asset.
                                         Party B agrees that Party C shall grant Party A the right to purchase such assets in
                                         accordance with provisions hereof.



 


		1.2	Exercising
                                         steps



 


Subject
to the terms and conditions of this Agreement, Party A has absolute discretion to determine the specific time, method and frequency
for it to exercise the rights where permitted by laws of PRC.


 


Party
A shall exercise its Purchasing Right for Equity in compliance with the provisions of PRC laws and regulations. To exercise its
purchasing right, Party A shall notify Party B in writing (the “Purchase Notice”), specifying the following
matters: (a) Party A’s decision on the exercise of the purchasing right; (b) the equity shares Party A intends to purchase
from Party B (the “Purchased Equity”); and (c) the date to purchase/transfer the Purchased Equity.


 


Party
A shall exercise its Purchasing Right for Asset in compliance with the provisions of PRC laws and regulations. To exercise its
purchasing right, Party A shall notify Party C in writing (the “Asset Purchase Notice”), specifying the following
matters: (a) Party A’s decision on the exercise of the purchasing right; (b) the asset Party A intends to purchase from
Party C (the “Purchased Asset”); and (c) the date to purchase/transfer the Purchased Asset.


 


When
Party A exercises the Purchasing Right for Equity or Purchasing Right for Asset, Party A can not only transfer the Purchased Equity
or Purchased Asset on its own, but also designate the Purchased Equity or Purchased Asset to be wholly or partly transferred to
the Designated Person.


 


		1.3	Purchase
                                         price of equity and asset



 


		1.3.1	Regarding
                                         the Purchased Equity, the purchase price of the purchased equity (“Purchase
                                         Price of Equity”) shall be RMB 1.00,
                                         unless laws or regulations of PRC require the appraisal at the time when Party A exercises
                                         the rights; where the minimum price allowed by laws of PRC is then higher than the aforesaid
                                         price, the minimum price allowed by the laws shall prevail. Where Party B obtains a transfer
                                         price higher than RMB 1.00 for the Purchased Equity held by Party B, or receives
                                         any form of profit distribution, interests, bonuses or dividends from Party C, Party
                                         B agrees that Party A has the right to obtain the above-mentioned gains of more than
                                         RMB 1.00 to the extent that laws of PRC are not violated. Party B shall instruct
                                         relevant transferee or Party C to pay such proceeds to the bank account designated by
                                         Party A.



 






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		1.3.2	Regarding
                                         the Purchasing Right for Asset, the purchase price of the Purchased Asset (“Purchase
                                         Price of Asset”) shall be the net book value of the purchased asset, unless
                                         laws of PRC require the assessment at the time when Party A exercises such right; where
                                         the minimum price allowed by laws of PRC is then higher than the aforesaid net book value,
                                         the minimum price allowed by the PRC laws shall prevail.



 


		1.4	Transfer
                                         of the purchased equity and asset



 


Each
time Party A exercises its Purchasing Right for Equity or Purchasing Right for Asset:


 


		1.4.1	Party
                                         B and Party C shall cause party C to hold in a timely manner a shareholders’ meeting
                                         and/or a board meeting (whichever is applicable), in which a resolution on approval of
                                         the transfer by Party B of the equity to Party A and/or the Designated Person of Shares,
                                         or on approval of the transfer by Party C of the asset to Party A and/or the Designated
                                         Person;



 


		1.4.2	Party
                                         B or Party C (whichever is applicable) shall execute an equity transfer agreement or
                                         an asset transfer agreement (collectively referred to as the “Transfer Contract”)
                                         for each transfer with Party A and/or (whichever is applicable) the Designated Person
                                         in accordance with the provisions hereof and the corresponding purchase notice.



 


		1.4.3	Relevant
                                         parties shall execute all other necessary contracts, agreements or documents, obtain
                                         all necessary government licenses and permissions, and take all necessary actions to
                                         transfer the good title of the Purchased Equity or Purchased Asset to Party A and/or
                                         the Designated Persons (whichever is applicable) without any Security Interest thereon,
                                         and cause Party A and/or the Designated Persons to become the registered owner of the
                                         Purchased Equity or Purchased Asset (if needed). For the purpose of this clause and this
                                         Agreement, “Security Interest” includes guarantees, mortgages, pledge,
                                         lien, claim, third party rights or interests, any share options, acquisition rights,
                                         preemptive rights, setoff rights, retention of title or other guarantee arrangements;
                                         provided that for the purpose of clarity, any security interest incurred under this Agreement
                                         and Party B’s Equity Pledge Agreement are excluded. "Party B’s Equity
                                         Pledge Agreement" referred to in this clause and this Agreement means the Equity
                                         Pledge Agreement executed by Party A, Party B and Party C on the date of execution hereof,
                                         according to which Party B pledge all of its equity in Party C to Party A in order to
                                         ensure that Party B and/or Party C can perform their obligations under this Agreement,
                                         the Exclusive Business Cooperation Agreement and
                                         other relevant transaction documents executed by them with Party A.



 






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		2.	Undertakings
                                         



 


		2.1	Undertakings
                                         in relation to Party C



 


Party
B (as Party C’s shareholders) and Party C hereby undertake that:


 


		2.1.1	Without
                                         the prior written consent of Party A, they may not by any means supplement, change or
                                         amend Party C’s articles of association and rules and regulations, increase or
                                         decrease its registered capital, or in other ways change the structure of its registered
                                         capital;



 


		2.1.2	They
                                         shall maintain the existence of the company and prudently and effectively operate its
                                         business and handle its affairs in accordance with good financial and business standards
                                         and practices;



 


		2.1.3	Without
                                         the prior written consent of Party A, they shall not sell, transfer, mortgage, pledge
                                         or by any other means dispose of any legal or beneficial interest in Party C’s
                                         equity, assets, business or income or have the same encumbered with any Security Interest
                                         at any time from the date of execution hereof;



 


		2.1.4	Without
                                         the prior written consent of Party A, no debt shall be incurred, inherited, guaranteed
                                         or allowed to exist, except for: (i) debts arising from the normal course of business
                                         rather than the obtaining of loans, and (ii) debts that have been disclosed to and approved
                                         in writing by Party A;



 


		2.1.5	They
                                         ensure that they operate all of Party C’s businesses during normal course of business,
                                         so as to maintain the value of Party C’s assets, and refrain from any act/omission
                                         that may affect its business status and asset value;



 


		2.1.6	Without
                                         the prior written consent of Party A, Party C may not be urged to execute any material
                                         contract, except for those executed during normal course of business (for the purpose
                                         of this paragraph, a contract will be deemed as a material one if its value exceeds RMB
                                         100,000);



 


		2.1.7	Without
                                         the prior written consent of Party A, Party C may not be urged to provide any loan, credit,
                                         guarantee or warranty for anyone;



 






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		2.1.8	They
                                         shall provide all materials in relation to Party C’s operation and financial conditions
                                         for Party A at the request of Party A;



 


		2.1.9	They
                                         shall, if any request is made by Party A, take out and hold insurance in relation to
                                         Party C’s assets and business from an insurance company approved by Party A, the
                                         amount of and the risks covered by which shall be in line with that of and those covered
                                         by the insurance purchased by companies engaged in similar business;



 


		2.1.10	Without
                                         the prior written consent of Party A, Party C may not be urged or permitted to merge
                                         or consolidate with anyone or acquire or invest in anyone or be acquired or invested
                                         by anyone;



 


		2.1.11	Without
                                         the prior written consent of Party A, Party C may not be liquidated, dissolved or deregistered;



 


		2.1.12	They
                                         shall forthwith notify Party A of any litigation, arbitration or administrative procedure
                                         that arose or may arise in relation to Party C’s assets, business or income;



 


		2.1.13	They
                                         shall execute all necessary or appropriate documents, take all necessary or appropriate
                                         actions, file all necessary or appropriate complaints, or make necessary and appropriate
                                         defense against all claims, so as to maintain Party C’s title to all of its assets;



 


		2.1.14	Without
                                         the prior written consent of Party A, they shall ensure that Party C may not by any means
                                         distribute any profits, dividends or bonuses to its shareholders, provided that once
                                         requested by Party A in writing, Party C shall forthwith distribute all distributable
                                         profits, dividends and bonuses to its shareholders;



 


		2.1.15	At
                                         the request of Party A, they shall appoint any personnel designated by Party A to serve
                                         as Party C’s director, supervisor or executive who shall be appointed and/or dismissed
                                         by Party B;



 


		2.1.16	Party
                                         A shall be informed in a timely manner of any situation that may have a materially adverse
                                         effect on Party C's existence, business operation, financial status, assets or goodwill,
                                         and all measures approved by Party A shall be taken in a timely manner to eliminate such
                                         adverse conditions or take effective remedial measures; and



 


		2.1.17	At
                                         the request of Party A at any time, Party C shall immediately and unconditionally transfer
                                         the purchased asset to Party A and/or the Designated Person in accordance with purchasing
                                         right for asset hereof.



 






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		2.2	Party
                                         B’s undertakings

                                         Party B hereby undertakes that:



 


		2.2.1	Without
                                         the prior written consent of Party A, it may not sell, transfer, mortgage, pledge or
                                         by any other means dispose of any legal or beneficial interest in the equity of Party
                                         C owned by it, or have the same encumbered with any Security Interest, except for pledge
                                         of such equity under Party B’s Equity Pledge Agreement;



 


		2.2.2	Party
                                         B shall procure that Party C’s board of shareholders and/or board of directors
                                         will not approve without the prior written consent of Party A any sale, transfer, mortgage,
                                         pledge or disposition in any other way of any legal or beneficial interest in the equity
                                         of Party C owned by Party B, or have the same encumbered with any Security Interest,
                                         except for pledge of such equity under Party B’s Equity Pledge Agreement;



 


		2.2.3	Without
                                         the prior written consent of Party A, Party B shall procure that Party C’s board
                                         of shareholders or board of directors will not approve any merger or consolidation with
                                         anyone, or any acquisition of or investment in anyone, or any acquisition by or investment
                                         from anyone;



 


		2.24	Party
                                         B shall forthwith notify Party A of any litigation, arbitration or administrative procedure
                                         that arose or may arise in relation to equity or asset of Party C owned by it;



 


		2.2.5	Party
                                         B shall procure that Party C’s board of shareholders or board of directors will
                                         vote on its approval for the transfer of the Purchased Equity or Purchased Asset hereunder
                                         and take any and all other actions that may be requested by Party A;



 


		2.2.6	Party
                                         B shall execute all necessary or appropriate documents, take all necessary or appropriate
                                         actions, file all necessary or appropriate complaints, or make necessary and appropriate
                                         defense against all claims, so as to maintain its title to the equity of Party C;



 


		2.2.7	At
                                         the request of Party A, Party B shall appoint any personnel designated by Party A to
                                         serve as Party C’s director;



 


		2.2.8	At
                                         the request of Party A at any time, Party B shall forthwith and unconditionally transfer
                                         its equity in Party C to Party A and/the Designated Person of Shares based on the purchasing
                                         right hereunder, and Party B hereby waives its preemptive right (if any) to transfer
                                         of Party C’s equity by other shareholders of Party C; and



 






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		2.2.9	Party
                                         B shall strictly comply with the provisions of this Agreement and other contracts executed
                                         by Party B and Party C jointly or separately with Party A, perform its obligations thereunder,
                                         and not engage in any act/omission that may affect the validity and enforceability thereof.
                                         Where Party B owns any residual right to the equity under
                                         this Agreement, the Party B’s Equity Pledge Agreement executed by the Parties hereto,
                                         or the Powers of Attorney Agreement granted with Party A as the beneficiary, unless as
                                         instructed by Party A in writing, Party B may not exercise such right. 



 


		3.	Representations
                                         and Warranties



 


Party
B and Party C hereby jointly and separately represent and warrant to Party A on the date of execution hereof and each date of
transfer of the purchased equity and asset as follows:


 


		3.1	They
                                         have complete and independent legal status and legal ability to sign, deliver and perform
                                         this Agreement, and can act as the subject of a lawsuit independently. Furthermore, they
                                         are authorized to execute and deliver this Agreement and any Transfer Contract and perform
                                         their obligations thereunder. They agree to execute a Transfer Contract in line with
                                         the terms hereof at the time when Party A or its Designated Person exercises its Purchasing
                                         Right for Equity or Purchasing Right for Asset. This Agreement and Transfer Contracts
                                         to which they are a party constitute or will constitute their legal, valid and binding
                                         obligations and shall be enforceable against them in accordance with the terms thereof;



 


		3.2	Neither
                                         the execution and delivery of nor the obligations under this Agreement or any Transfer
                                         Contract shall: (i) result in any violation of any applicable PRC laws; (ii) conflict
                                         with the articles of association, rules and regulations or other organizational documents
                                         of Party C; (iii) result in violation of or constitute any breach of contract under any
                                         contract or instrument to which they are a party or which is binding upon them; (iv)
                                         result in any violation of any condition for the grant and/or continued validity of any
                                         license or permit issued to either of them; or (v) result in the suspension or revocation
                                         of or additional conditions for any license or permit issued to either of them;



 


		3.3	Party
                                         B owns good and merchantable title to the equity held by it in Party C, and has not encumbered
                                         the same with any Security Interest other than those under the Party B’s Equity
                                         Pledge Agreement.



 


		3.4	Party
                                         C owns good and merchantable title to all of its assets, and has not encumbered the aforesaid
                                         assets with any Security Interest;



 






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		3.5	Party
                                         C does not have any outstanding debt, except for (i) debts arising from the normal course
                                         of business, and (ii) debts that have been disclosed to and approved in writing by Party
                                         A;



 


		3.6	There
                                         is no pending or threatened litigation, arbitration or administrative procedure in relation
                                         to Party C or its equity or assets.



 


		3.7	Apart
                                         from the registration for equity pledge in administration authority of industry and commerce
                                         management in accordance with provisions specified in Party B’s Equity Pledge Agreement,
                                         no consent, permission, waiver and authorization from a third party or approval, permit,
                                         exemption from any governmental agencies or registration and filing procedures in any
                                         governmental agencies is required for the execution and performance of this Agreement
                                         and granting and exercising purchasing right for equity or asset hereof.



 


		4.	Date
                                         of Effectiveness



 


This
Agreement shall take effect as of the date of execution hereof by the Parties with a term of 10 years, and Party A is entitled
to extend the term. If Party A decides to extend the term, the extended term of validity shall be determined by Party A, and Party
B and Party C shall unconditionally accept such extended term of validity.


 


		5.	Applicable
                                         Laws and Dispute Settlement 



 


		5.1.	Applicable
                                         laws



 


The
execution, effectiveness, interpretation, performance, modification and termination hereof and the settlement of disputes hereunder
shall be governed by laws of PRC.


 


		5.2.	Settlement
                                         of disputes



 


Any
dispute arising from the interpretation and performance hereof shall be settled by the Parties through friendly negotiation first.
Where the Parties fail to reach any agreement on the settlement of such dispute within 30 days after a request for settlement
of the dispute through negotiation is made by any Party to the other Parties, any Party may submit the dispute to China International
Economic and Trade Arbitration Commission for settlement in accordance with its then effective arbitration rules. The arbitration
shall be held in Beijing, and the language of the arbitration shall be Chinese. The arbitration award shall be final and binding
upon the Parties.


 






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		6.	Taxes
                                         and Fees



 


Each
Party shall pay any and all transfer and registration taxes, expenses and fees incurred by or imposed on such Party in accordance
with PRC laws with respect to the preparation and execution of this Agreement and Transfer Contracts and the completion of the
transactions thereunder.


 


Regardless
of the contrary, where the taxation authority considers that the Purchase Price of Equity or Purchase Price of Asset is not a
reasonable transfer price and adjusts the tax base, Party B (applicable to the case where Party A exercises the Purchasing Right
for Equity) or Party C (applicable to the case where Party A exercises the Purchasing Right for Asset) shall bear the additional
taxes.


 


		7.	Notice



 


		7.1	All
                                         notices and other communications to be sent as required or permitted hereunder shall
                                         be sent by personal delivery or postage prepaid registered mail, commercial courier service
                                         or fax to the following address of the receiving Party. For each notice, a confirmation
                                         letter shall be sent via email. Such notice shall be deemed effectively delivered on:



 


		7.1.1	the
                                         date of delivery or rejection at the designated receiving address, if sent by personal
                                         delivery, courier service or postage prepaid registered mail.



 


		7.1.2	the date of successful
transmission (evidenced by an automatically generated message confirming the transmission), if sent by fax.



 


		7.2	Any
                                         Party may change at any time its address for the receipt of notices by notifying the
                                         other Parties in accordance with the terms of this clause.



 


		8.	Confidentiality
                                         Liability



 


The
Parties acknowledge that any oral or written information exchanged in respect hereof shall be confidential information. Each Party
shall keep confidential all such information and, without the written consent of the other Parties, may not disclose to any third
party any relevant information, unless: (a) the public is or will be aware of such information (which is not caused by any disclosure
by the receiving Party to the public); (b) such information shall be disclosed as required by applicable laws or the rules or
provisions of any securities exchange; (c) any Party is required to disclose such information to its legal consultant or financial
consultant with respect to any transaction provided for hereunder, and such legal consultant or financial consultant is also required
to be bound by confidentiality obligation similar to that provided for in this clause. The disclosure of any confidential information
by any staff or organization employed by any Party shall be deemed as disclosure of such confidential information by such Party,
and such Party shall bear legal liability for its violation hereof. This clause shall survive the termination hereof for whatever
reason.


 






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		9.	Further
                                         Warranties



 


The
Parties agree to promptly execute other documents and take further actions reasonably required for or favorable to the implementation
of the provisions and purposes hereof.


 


		10.	Miscellaneous
                                         



 


		10.1	Amendment,
                                         revision and supplement



 


Any
amendment, revision and supplement hereto shall be subject to a written agreement executed by the Parties.


 


		10.2	Entire
                                         contract



 


Except
for any written amendment, supplement or change hereto made after the execution hereof, this Agreement shall constitute the entire
agreement among the Parties in respect of the subject matter hereof, and supersede all prior oral and written negotiation, statements
and contracts reached by them with respect to the subject matter hereof.


 


		10.3	Headings



 


The
headings herein are for the convenience of reading only, and shall not be used for the interpretation or explanation of or in
any other respect affecting the meaning of the provisions hereof.


 


		10.4	Language



 


This
Agreement is written in Chinese in one or more counterparts, both of which shall have the same legal force and effect.


 


		10.5	Severability



 


Where
any provision(s) hereof is/are determined by any laws or regulations to be void, illegal or unenforceable in any respect, the
validity, legality or enforceability of the remaining provisions hereof shall not be affected or damaged in any respect. The Parties
shall endeavor through bona fide negotiation to replace such void, illegal or unenforceable provision(s) with valid provision(s)
to the maximum extent permitted by laws and expected by the Parties, and the economic effects of such valid provision(s) shall
be similar to that of such void, illegal or unenforceable provision(s).


 






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		10.6.	Transfer



 


Without
the prior written consent of Party A, other parties shall not transfer any rights and/or obligations hereof to any third party.
Party B and Party C agree that Party A has the right to unilaterally transfer any of its rights/obligations hereof to any third
party without their consent, but shall notify other parties in writing.


 


		10.7	Successor



 


This
Agreement shall be binding upon and inure to the benefit of the respective successors of the Parties and the permitted assigns
of such Parties.


 


		10.8	Survival



 


		10.8.1	Any
                                         obligation arising from this Agreement or becoming due prior to the expiry or early termination
                                         hereof shall survive the expiry or early termination hereof.



 


		10.8.2	The
                                         provisions of Articles 5, 7, 8 hereof and this Article 10 shall survive the termination
                                         hereof.



 


		10.9	Waiver



 


Any
Party may waive any terms and conditions hereof, provided that such waiver shall be made in writing and executed by the Parties.
The waiver by any Party under certain circumstances with respect to other Parties’ breach of contract shall not be deemed
as waiver by such Party under other circumstances with respect to similar breach of contract.


 


——
The following is the signature page —— 


 






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Signature
only on this page for Exclusive Call Option Agreement


 


 


Party A:


 


Beijing
Sangu Maolu Information Technology Co., Ltd. (Seal)


 


Legal Representative:  Mingyou
LI


 


 


Party C:


 


Beijing
Internet Drive Technology Co., Ltd. (Seal)


 


Legal Representative:  Mingyou
LI


 




    


     


    

 





Signature
only on this page for Exclusive Call Option Agreement


 


Party B:


 


Mingyou
LI


 





	/s/ Mingyou
LI	 



 




    


     


    

 





Signature
only on this page for Exclusive Call Option Agreement


 


Party B:


 


Xingyu DU


 


	/s/ Xingyu
DU