Exhibit 4.11


 


TERMINATION AGREEMENT 


 


This Termination Agreement (the “Agreement”)
is entered into in 2016 in Shanghai, China among:


 


Party A: 


 


Shanghai HJX Digital Technology Co., Ltd.


 


	Domicile:	 	No.55, Lane 1135, Jiasong Zhong Road, Huaxin Town, Qingpu District, Shanghai
	 	 
	Legal Representative:	 	Robert Walter Roche


 


Party B: 


 


Kuan Song 


 


	ID Card No.:	 	410503198209212012
	 	 
	Address:	 	Room 2202, Floor 5, Building 25, Ganlu Garden Nan Li, Chaoyang District, Beijing


 


Pan Zong 


 


	ID Card No.:	 	410901198605200020
	 	 
	Address:	 	Room 9, Unit 1, Building 4, Yard 7, Kaizhou Road, Hualong District, Puyang City, Henan Province


 


Party C: 


 


Beijing HJX Technology Development Co., Ltd.


 


	Domicile:	 	Room 401, Floor 4, Building 21, No.130, Liangjia Dian, Haidian District, Beijing
	 	 
	Legal Representative:	 	Qi Zhang


 


Party D: 


 


Acorn Trade (Shanghai) Co., Ltd. 


 


	Domicile:	 	Room103-1, Building 7, Area E, No.333, Xinfeng Zhong Road, Huaxin Town, Qingpu District, Shanghai
	 	 
	Legal Representative:	 	Robert Walter Roche


 


Party E: 


 


Weiji Gao


 


	ID Card No.:	 	31010719730410463X
	 	 
	Address:	 	Floor 19, No.20, No.487 Tianlin Road, Shanghai


 


Whereas: 


 


	1.	Party A, Party B and Party C entered into an Organization and Management Agreement (the “Organization and Management Agreement” hereinafter) on May 27, 2015;


 


	
        2.

         
	Party A, Party B and Party C entered into an Exclusive Purchase Agreement (the “Exclusive Purchase Agreement” hereinafter) on May 27, 2015;

                                 

	3. 	Party A and Party B entered into an Equity Pledge Agreement (the “Equity Pledge Agreement” hereinafter) on May 27, 2015;


 




     


     


    

 


	4.	Party A and Party B entered into a Loan Agreement (the “Loan Agreement” hereinafter) on May 27, 2015;


 


	5.	Party A and Party C entered into an Exclusive Technical Service Agreement (the “Service Agreement” hereinafter) on May 27, 2015;


 


	6.	Party B and Party E entered into a Power of Attorney (the “Power of Attorney” hereinafter) on May 27, 2015;
	
         

         

         
	
         

        (The Organization and Management Agreement, Exclusive Purchase
        Agreement, Equity Pledge Agreement, Loan Agreement, Service Agreement and Power of Attorney are collectively referred to as the
        “Control Agreements”)

         

	7. 	Party A, Party B, Party C and Party D plan to terminate the Control Agreements.
	 	 





NOW THEREFORE, the Parties, through friendly negotiation, hereby
agree as follows:


 


	1.	Party A, Party B and Party C unanimously agree that, from the effective date of this agreement, the Control Agreements and agreements/documents substantially the same as the Control Agreements executed by relevant parties separately in order to meet business registration requirements (if any, the “Relevant Documents” hereinafter) are terminated. All parties’ rights and obligations under the Control Agreements and Relevant Documents are terminated respectively, unless otherwise agreed in this Agreement or there are clauses agreed explicitly in the Control Agreements or Relevant Documents that are still effective after the termination of such agreements (e.g. the confidential clause).


 


	2.	Party A, Party B and Party D unanimously agree that, in the meantime when the Loan Agreement is terminated, Party A will transfer all its rights and obligations (including but not limited to the loan debt to Party B) under the Loan Agreement to Party D. Party B and Party D will sign a new Loan Agreement separately.


 


	3.	Within 15 business days from the execution of this Agreement, Party A, Part B and Party C shall resolve the pledged equity under the Equity Pledge Agreement together at the administration for industry and commerce (if needed).


 


	4.	The Agreement shall come into effect when it is signed or chopped by Party A, Party B, Party C, Party D and Party E.


 


	5.	This Agreement is executed in six copies, and each party shall hold one copy, which shall have same legal effect.


 


	6.	The formation, validity, performance, amendment, interpretation and termination of this Agreement shall all be governed by the laws of the People’s Republic of China.


 


	7.	Disputes arising out of or in connection with this Agreement shall first be resolved through consultation among the Parties. If a dispute cannot be resolved within 30 days after consultation begins, any Party may bring the dispute to the China International Economic and Trade Arbitration Commission in Beijing for arbitration under the auspices of three arbitrators designated in accordance with its rules. The arbitration award shall be final and binding upon the Parties. 


 


[Signature Page of Termination Agreement, which does not contain
any part of the text]


 


Party A:


 


Shanghai HJX Digital Technology Co., Ltd. (Corporate Seal) (chopped)


 


Legal Representative: /s/ Robert Walter Roche (Signature)


 


Party B:


 


/s/ Kuan Song (Signature)


 


Party B:


 


/s/ Pan Zong (Signature)




     


     


    

 


Party C:


 


Beijing HJX Technology Development Co., Ltd. (Corporate Seal)
(chopped)


 


Legal Representative: /s/ Qi Zhang (Signature)


 


Party D:


 


Acorn Trade (Shanghai) Co., Ltd. (Corporate Seal) (chopped)


 


Legal Representative: /s/ Robert Walter Roche (Signature)


 


Party E:


 


/s/ Weiji Gao (Signature)