Exhibit 10.8


 


Proxy Agreement


 


Among


 


Shanghai
Jiamu Investment Management Co., Ltd,


 


Wangfeng
Yan


 


And


 


Hangzhou
Wangbo Investment Management Co., Ltd.


 


Effective
Date: December 10, 2019


 






     


     


    

 





Proxy Agreement


 


This Proxy Agreement (“this
Agreement”) is made and entered into this on May 15, 2020 in Hangzhou, People’s Republic of China (“PRC”)
by and among:


 


Party A: Shanghai Jiamu Investment
Management Co., Ltd (the “Trustee”), a foreign-owned enterprise that is established and exists under the law of
PRC, located Shanghai City.


 


Party B: Wangfeng Yan
(the “Trustor”), citizen of People’s Republic of China, shareholder of Party C holding 5% shares, and;


 


Party C: Hangzhou Wangbo Investment
Management Co., Ltd., an LLC that is established and exists under the law of PRC, located in Hangzhou City.


 


In this Agreement, Trustor, Trustee
and Party C is one party each, collectively “all parties”.


 


WHEREAS,


 


1. Trustor is citizen of People’s
Republic of China, holding 5% shares of Party C at the time of signing this Agreement.


 


2. Party C is an LLC that is
established and registered in Hangzhou, China. Party C agrees that Party B shall authorize Party A to execute shareholder voting
right on behalf of Party B.


 


3. Trustee is a foreign-owned
company that is established and registered in Hangzhou, China.


 


4. Trustee, Trustor and/or Party
C have entered into Exclusive Management Consulting and Technology Agreement, Exclusive Call Opinion Agreement, and Equity Pledge
Agreement, etc. In order to ensure that trustor can fulfill its obligations under this Agreement in time, Trustor agrees to authorize
Trustee to execute Trustor’s shareholder voting rights to Party C on behalf of Trustor.


 


NOW THEREFORE, towards
decision-making by consensus, all parties agree as follows:


 


1. Matter and Limits of Authorization


 


Trustor hereby irrevocably authorizes
Trustee or its designated person (such as director or successor or liquidator of Trustee) to solely exercise shareholder voting
right of Trustor to Party C under the law and Memorandum and Articles of Association of Party C as representative, including,
without limitation:


 


	a.	Convene, convoke
    and attend shareholders’ meeting of Party C as representative of Trustor;
	 	 
	b.	Submit proposal
    to Party C Board of shareholders as representative of Trustor;
	 	 
	c.	Vote on matters
    to be deliberated at the shareholders’ meeting of Party C (including, without limitation, elect or remove directors,
    supervisors, etc.);
	 	 
	d.	Sign on minutes
    of Party C shareholders’ meeting;





 






     


     


    

 


	e.	Exercise other
    voting rights of shareholders under Memorandum and Articles of Association of Party C;
	 	 
	f.	Submit relevant
    documents to industrial and commercial registration offices and other government authorities concerned in order to performance
    or guarantee this contract as representative of Trustor (shareholder);
	 	 
	g.	Sign Share Transfer
    Agreement or other relevant documents, deal with official documents, registration, records or other procedures in order to
    enable share transfer under Exclusive Purchase Agreement take effect.


 


2. Term 


 


Term of this Agreement is twenty(20)
years, except for terminated in advance according to otherwise specified in this Agreement or other agreements among all parties
herein.


 


Period of validity will automatically
extend to the end of operation period of Trustee or Party C when the validity expires, except with written notice provided by
Party A.


 


Trustee and Party C have no right
to terminate this Agreement except otherwise specified by law or in this Agreement.


 


3. Power of Attorney


 


As requested by Trustor, Trustee
has an obligation to issue power of attorney to person designated by Trustor from time to time, in order that the designated person
can execute rights of Trustor under this Agreement on behalf of Trustor.


 


If Trustee revoke designation,
Trustor should revoke power of attorney from the designated person, and issue power of attorney to the reassigned person.


 


4. Guarantee of Trustor


 


Trustor irrevocably acknowledges
and accepts any legal consequence caused by Trustee’s (or its designated person’s) act of proxy and will bear the
corresponding legal liabilities during the period of validity of this Agreement.


 


Trustor agrees that the shareholder
voting right obtained by Trustee in accordance with this Agreement should not be interrupted or jeopardized by Trustor or other
persons through legal procedures. Trustor guarantees to have made any proper arrangements and signed any necessary to ensure execution
of this Agreement will not be adversely affected or hindered by Trustor’s successor, guardian, creditor, spouse or other
third parties for Trustor’s death, loss of legal capacity, bankruptcy, divorce, or any other situations.


 


Trustor irrevocably and unconditionally
accepts that if any litigation, indemnity, fees, expenditures, or liabilities occurs because of Trustor’s conducting or
executing right herein authorized, Trustor will compensate Trustee (or its designated person) for any loss timely and comprehensively.


 


5. Default Liabilities 


 


Trustor guarantees to obey and
fulfill all obligations in this Agreement, if any default or breach of any of the terms and conditions occurs, Trustor shall compensate
Trustee with any loss related.


 






     


     


    

 





6. Confidentiality


 


All parties agree and acknowledge
that content in this Agreement, and any oral or written materials exchanged among all parties in preparation of this Agreement
shall be deemed as confidential information. All confidential information thereof will be maintained confidential and will not
be disclosed or reproduced in any manner whatsoever to any third parties without written consent of the other party, except: (a)
any information disclosed or will be disclosed to the public (information not disclosed to the public by one part without authorization
only); (b) any information should be disclosed in accordance with applicable laws and regulations, stock exchange rules, or order
by government or court; or (c) any information that needed to be disclosed to shareholders, investors, legal or financial consultant
regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant should comply with confidentiality
clauses as well. Each side should be liable for breaching the contract if staff of or agencies hired by this side breached the
confidentiality clauses. This section will survive termination of this Agreement.


 


7. Governing Law and Dispute
Resolving


 


	1)	This Agreement
    shall be concluded, executed, interpreted, construed, conducted, amended, terminated according to the laws of People’s
    Republic of China. Disputes shall be resolved according to the laws of PRC.
	 	 
	2)	If any disputes
    caused by interpreting and conducting this Agreement arises, all parties of this Agreement shall settle the disputes through
    friendly negotiation in the first place. If the disputes remain unresolved 30 days after one party send written request to
    resolve the disputes to the other party, any party shall submit relevant disputes to China International Economic and Trade
    Arbitration Commission (the “Commission” or “CIETAC”). The disputes shall be resolved solely and exclusively
    by means of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration is final and has binding
    force on all parties.
	 	 
	3)	To the extent permitted
    by law, all parties agree and authorize that the said arbitration agency has the right to make adjudication to take shares
    or assets of Party C as compensation, to issue injunction(if needed for business operation or mandatory assets transfer),
    or to make adjudication to liquidate Party C.
	 	 
	4)	To the extent permitted
    by law, while the arbitration court is being built or in proper conditions, all parties agree and authorize that jurisdiction
    court has the right to enact provisional measures to support arbitration process.
	 	 
	5)	While any dispute
    caused by interpreting and conducting this Agreement is in process of arbitration, all parties of this Agreement shall continue
    to execute other rights and fulfill other obligations under this Agreement other than the issue in dispute.


 


8. Notification


 


	1)	Any notice or correspondence
    under this Agreement shall be deemed served upon delivery by personal delivery, registered mail, pre-paid postage or business
    express or fax to the address hereunder. Each notice should be sent by email as well. The effective delivery date is defined
    as follows:
	 	 
	2)	If the notice is
    sent though personal delivery, express service or registered mail, pre-paid postage, the date of reception or rejection at
    the notice address will be deemed as Delivery Date.
	 	 
	3)	If the notice is
    sent by fax, the date of success delivery will be deemed as effective Delivery Date (proved by sending information automatically
    generated).
	 	 
	4)	Notice addresses
    of both parties are as follows:


 






     


     


    

 


Party A : Shanghai Jiamu Investment
Management Co., Ltd


 


Address: 9th floor Building A,
459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.


 


Consignee: Yan Sun


 


Phone: +86-0571-87555830


 


Fax: +86-0571-87555826


 


Party B: Wangfeng Yan


 


Address: 9th floor Building A,
459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.


 


Phone:


 


Fax:


 


Party C: Hangzhou Wangbo Investment
Management Co., Ltd


 


Address: 9th floor Building A,
459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.


 


Consignee: Yiyue Ye


 


Mobile:+86-0571-87555801


 


Fax: +86-0571-87555826


 


	5)	Any party can send
    notice to the other parties to change the notice address according to this section.


 


9. Severability 


 


If one or more provisions of
this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity, legality and enforcement
of other provisions of this Agreement will not be affected or damaged. All parties should negotiate friendly to substitute legal
and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions. Economic effects
produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable provisions as
much as possible.


 


10. Attachments


 


Any attachments listed in this
Agreement shall be an integral part of this Agreement.


 


11. Legal Force


 


	1)	Any amendments,
    supplements or change to this Agreement shall be in written form signed or stamped by all parties.





 


	2)	This Agreement
    is made in quadruplicate with all parties herein holding one copy each. All copies have the same legal effect.


 


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IN WITNESS WHEREOF, the parties
have caused this Agreement to be executed by their respected Officers, thereunto duly authorized as of the date first above written,
and effective date dates back to December 10,2019.


 


PARTY A: Shanghai Jiamu Investment
Management Co., Ltd, 


 


	 	/s/ Corporate Chop	 




 


	Signature:	 	 




 


	By:	/s/ Zhengyu Wang	 
	Name: Zhengyu Wang
	Designation: Executive Officer & General Manager




 


Party
B: Wangfeng Yan


 


	Signature:	/s/ Wangfeng Yan	 




 


PARTY
C: Hangzhou Wangbo Investment Management Co., Ltd.


 


	 	/s/ Corporate Chop	 




 


	Signature:	 	 




 


	By:	/s/ Wangfeng Yan	 
	Name: Wangfeng Yan
	Designation: Executive Officer & General Manager