Exhibit 10.8


 


English Translation


 


Voting
Rights Proxy and Financial Supporting Agreement


 


This
Voting Rights Proxy and Financial Supporting Agreement (the “Agreement”) is made in Fuzhou on February 22, 2019 among
the following parties:


 


Party
A/ Entrusting Party: 


Wenshan
Xie, a Chinese citizen with Identification No.: ______________;


Zhaodi
Zeng, a Chinese citizen with Identification No.: ______________;


Chuanlong
Huang, a Chinese citizen with Identification No.: ______________;


 


Party
B/ Designee: E-Home Household Service Technology Co., Ltd. 


Address:


 


Party
C: Fuzhou Bangchang Technology Co. Ltd.


Address:


 


(In
this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall
be collectively referred to as the “Parties”.)


 


Whereas:


 


		1.	The
                                         Entrusting Party, the shareholders of Party C, collectively own 100% of the equity interest
                                         in Party C in record.



 


		2.	The
                                         Entrusting Party is willing to unconditionally entrust Party B or Party B’s designee
                                         to vote on his or her behalf at the shareholders’ meeting of Party C, and Party
                                         B is willing to accept such proxy on behalf of Entrusting Party.



 


Therefore,
the Parties hereby agree as follows:


 


		1.	Proxy
                                         of Voting Rights



 


		1.1	Entrusting
                                         Party hereby irrevocably covenants that, he/she shall execute the Power of Attorney (“POA”)
                                         set forth in Exhibit A upon signing this Agreement and entrust Party B or Party B’s
                                         designee (“Designee”) to exercise all his or her rights as the shareholders
                                         of Party C under the Articles of Association of Party C, including without limitation
                                         to:



 


		(1)	Propose
                                         to hold a shareholders’ meeting in accordance with the Articles of Association
                                         of Party C and attend shareholders’ meetings of Party C as the agent and attorney
                                         of Entrusting Party;



 


		(2)	Exercise
                                         all shareholder’s voting rights with respect to all matters to be discussed and
                                         voted in the shareholders’ meeting of Party C, including but not limited to designate
                                         and appoint the director, the chief executive officer and other senior management members
                                         of Party C;



 


		(3)	Exercise
                                         other voting rights the shareholders are entitled to under the laws of China promulgated
                                         from time to time; and



 






     


     


    

 


		(4)	Exercise
                                         other voting rights the shareholders are entitled to under the Articles of Association
                                         of Party C amended from time to time.



 


Party
B hereby agrees to accept such proxy as set forth in Clause 1.1. Upon receipt of the written notice of change of Designee from
Party B, the Entrusting Party shall immediately entrust such person to exercise the rights set forth in Clause 1.1. Except the
aforesaid situation, the proxy shall be irrevocable and continuously valid.


 


		1.2	The
                                         Entrusting Party hereby acknowledges and ratify all the actions associated with the proxy
                                         conducted by the Designee.



 


		1.3	The
                                         Parties hereby confirm that, Designee is entitled to exercise all proxy rights without
                                         the consent of Entrusting Party.



 


		2.	Rights
                                         to Information



 


		2.1	For
                                         the purpose of this Agreement, the Designee is entitled to request relevant information
                                         of Party C and inspect the materials of Party C. Party C shall provide appropriate assistance
                                         to the Designee for his/her work.



 


		2.2	The
                                         Entrusting Party and Party C shall immediately inform Party B once the proxy matter happens.



 


		3.	Performance
                                         of Proxy Rights



 


		3.1	The
                                         Entrusting Party shall provide appropriate assistance to the Designee for the performance
                                         of proxy rights provided in this Agreement, including signing and executing the shareholders’
                                         resolution and other relevant legal documents (if applicable) which have been confirmed
                                         by the Designee.



 


		3.2	In
                                         the event that one or several of the provisions of this Agreement are found to be invalid,
                                         illegal or unenforceable in any aspect in accordance with any laws or regulations, the
                                         validity, legality or enforceability of the remaining provisions of this Agreement shall
                                         not be affected or compromised in any aspect. The Parties shall strive in good faith
                                         to replace such invalid, illegal or unenforceable provisions with effective provisions
                                         that accomplish to the greatest extent permitted by law and the intentions of the Parties,
                                         and the economic effect of such effective provisions shall be as close as possible to
                                         the economic effect of those invalid, illegal or unenforceable provisions.



 


		4.	Financial
                                         Supporting



 


In
consideration of the foregoing grant of voting rights by the Entrusting Party, Party B agrees to arrange for funds to be provided
as necessary to Party C in connection with the business (the “Financial Support”). Party B further agrees that should
the business fail in the ordinary course of business, and as a result Party C is unable to repay the Financial Support, the Party
C shall have no repayment obligation.


 






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		5.	Representations
                                         and Warranties



 


		5.1	The
                                         Entrusting Party hereby represents and warrants to Party B as follows:



 


		5.1.1	The
                                         Entrusting Party has full power and legal right to enter into this Agreement and perform
                                         his or her obligations under this Agreement and in executing the POA; This Agreement
                                         and the POA constitute legal, valid, binding and enforceable obligation of each Entrusting
                                         Party.



 


		5.1.2	Each
                                         Entrusting Party has necessary authorization for the execution and delivery of this Agreement,
                                         and the execution, delivery and performance of this Agreement will not conflict with
                                         or violate any and all constitutional documents of Party C.



 


		5.1.3	Each
                                         Entrusting Party is the lawfully registered and beneficial owner of the shares of Party
                                         C, and none of the shares held by the Entrusting Party is subject to any encumbrance
                                         or other restrictions, except as otherwise provided under the Equity Interest Pledge
                                         Agreement and Exclusive Option Agreement entered into by and between Party B, Party C
                                         and the Entrusting Party. According to this Agreement, the Designee has full power and
                                         legal rights to exercise the proxy rights according to the Articles of Association of
                                         Party C.



 


		5.2	Party
                                         C hereby represents and warrants as follows:



 


		5.2.1	Party
                                         C is a company legally registered and validly existing in accordance with the laws of
                                         China and has independent legal person status, and has full and independent civil and
                                         legal capacity to execute, deliver and perform this Agreement. It can sue and be sued
                                         as a separate entity.



 


		5.2.2	Party
                                         C has taken all necessary corporate actions, obtained all necessary authorization and
                                         the consent and approval from third parties and government agencies (if any) for the
                                         execution and performance of this Agreement. Party C’s execution and performance
                                         of this Agreement do not violate any explicit requirements under any law or regulation
                                         binding on Party C.



 


		5.2.3	Each
                                         Entrusting Party is the lawfully registered and beneficial owner of the shares of Party
                                         C, and none of the shares held by the Entrusting Party is subject to any encumbrance
                                         or other restrictions, except as otherwise provided under the Equity Interest Pledge
                                         Agreement and Exclusive Option Agreement entered into by and between Party B, Party C
                                         and the Entrusting Party. According to this Agreement, the Designee has full power and
                                         legal rights to exercise the proxy rights according to the Articles of Association of
                                         Party C.



 


		6.	Term
                                         of this Agreement



 


		6.1	This
                                         Agreement shall become effective upon the date hereof with a term of twenty (20) years.
                                         The Parties agree that, this Agreement can be extended only if Party B gives its written
                                         consent of the extension of this Agreement before the expiration of this Agreement and
                                         the other Parties shall agree with this extension unconditionally.



 


		6.2	If
                                         the Entrusting Party has transferred all his or her equity interests in Party C subject
                                         to the prior consent of Party B, the obligations and warranties under this Agreement
                                         of the Entrusting Party shall be undertaken by the assignee.



 






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		7.	Notices



 


		7.1	All
                                         notices and other communications required or permitted to be given pursuant to this Agreement
                                         shall be delivered personally or sent by registered mail, postage prepaid, by a commercial
                                         courier service or by facsimile transmission to the address of such Party set forth below.
                                         A confirmation copy of each notice shall also be sent by email. The dates on which notices
                                         shall be deemed to have been effectively given shall be determined as follows:



 


		7.1.1	Notices
                                         given by personal delivery, by courier service or by registered mail, postage prepaid,
                                         shall be deemed effectively given on the date of receipt or refusal at the address specified
                                         for notices.



 


		7.1.2	Notices
                                         given by facsimile transmission shall be deemed effectively given on the date of successful
                                         transmission (as evidenced by an automatically generated confirmation of transmission).



 


		7.2	For
                                         the purpose of notices, the addresses of the Parties are as follows:



 


Party
A:


Address:


Attn:


Phone:


Facsimile:


 


Party
B:


Address:


Attn:


Phone:


Facsimile:


 


Party
C:


Address:


Attn:


Phone:


Facsimile:


 


		7.3	Any
                                         Party may at any time change its address for notices by a notice delivered to the other
                                         Party in accordance with the terms hereof.



 


		8.	Confidentiality



 


The
Parties acknowledge that the existence and the terms of this Agreement, and any oral or written information exchanged between
the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party
shall maintain confidentiality of all such confidential information, and without obtaining the written consent of other Parties,
it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will
be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation
to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, directors, employees, legal counsels or financial
advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsels
or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure
of any confidential information by the shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure
of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.


 






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		9.	Liability
                                         for Breach of Agreement



 


		9.1	The
                                         Parties agree and confirm that, if either Party is in breach of any provisions herein
                                         or fails to perform its obligations hereunder, such breach or failure shall constitute
                                         a default under this Agreement, which shall entitle the non-defaulting Party to request
                                         the defaulting Party to rectify or remedy such default with a reasonable period of time.
                                         If the defaulting Party fails to rectify or remedy such default within the reasonable
                                         period of time or within 10 days of non-defaulting Party’s written notice requesting
                                         for such rectification or remedy, then the non-defaulting Party shall be entitled to
                                         elect the following remedial actions:



 


		9.1.1	If
                                         the defaulting Party is any Entrusting Party or Party C, then Party B has the right to
                                         terminate this Agreement and request the defaulting Party to fully compensate its losses
                                         and damages;



 


		9.1.2	If
                                         the defaulting Party is Party B, then the non-defaulting Party has the right to request
                                         the defaulting Party to fully compensate its losses and damages, but in no circumstance
                                         shall the non-defaulting Party terminate this Agreement unless the applicable law provides
                                         otherwise.



 


		9.2	Notwithstanding
                                         otherwise provided under this Agreement, the validity of this Section shall not be affected
                                         by the suspension or termination of this Agreement.



 


		10.	Miscellaneous



 


		10.1	This
                                         Agreement shall be signed in Chinese in four copies. each Party having one copy. Each
                                         copy shall have equal legal validity.



 


		10.2	The
                                         execution, effectiveness, construction, performance, amendment and termination of this
                                         Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC.



 


		10.3	In
                                         the event of any dispute with respect to the construction and performance of this Agreement,
                                         the Parties shall first resolve the dispute through friendly negotiations. In the event
                                         the Parties fail to reach an agreement on the dispute within 30 days after either Party’s
                                         request to the other Parties for resolution of the dispute through negotiations, either
                                         Party may submit the relevant dispute to Fuzhou Arbitration Commission for arbitration,
                                         in accordance with its arbitration rules. The arbitration shall be conducted in Fuzhou.
                                         The arbitration award shall be final and binding on all Parties.



 


		10.4	The
                                         rights and remedies provided for in this Agreement shall be accumulative and shall not
                                         affect any other rights and remedies stipulated at law.



 


		10.5	Any
                                         Party may waive the terms and conditions of this Agreement, provided that such a waiver
                                         must be provided in writing and shall require the signatures of the Parties. No waiver
                                         by any Party in certain circumstances with respect to a breach by other Parties shall
                                         operate as a waiver by such a Party with respect to any similar breach in other circumstances.



 


		10.6	The
                                         headings of this Agreement are for convenience only, and shall not be used to interpret,
                                         explain or otherwise affect the meanings of the provisions of this Agreement.



 


		10.7	Any
                                         amendment, change and supplement to this Agreement shall require the execution of a written
                                         agreement by all of the Parties.



 


		10.8	Without
                                         Party B’s prior written consent, other Parties shall not assign its rights and
                                         obligations under this Agreement to any third party. Entrusting Party and Party C agrees
                                         that Party B may assign its obligations and rights under this Agreement to any third
                                         party upon a prior written notice to Entrusting Party and Party C.



 


		10.9	This
                                         Agreement shall be binding on the legal successors of the Parties.









 






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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Voting Rights Proxy and Financial Supporting
Agreement as of the date first above written.


 


Party
A:


 





	Wenshan Xie	Zhaodi Zeng
	 	 	 	 	 
	By:	      	 	By:	       
	 	 	 	 	 
	Chuanlong Huang	 	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Party B: E-Home Household Service Technology Co., Ltd.	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name: Wenshan Xie	 	 
	Title: Legal Representative	 	 
	 	 	 	 	 
	Party C: Fuzhou Bangchang Technology Co. Ltd.	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name: Zhaodi Zeng	 	 
	Title: Legal Representative	 	 













 






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Annex
1: Power of Attorney


 


I,
_____________, a Chinese citizen with Chinese Identification Card No _______________ and a holder of ____% of the entire registered
capital in Fuzhou Bangchang Technology Co. Ltd. (the “Domestic Company”) as of the date when the Power of Attorney
is executed, hereby irrevocably authorize E-Home Household Service Technology Co., Ltd. (“WFOE”) to exercise the following
rights relating to all equity interests held by me now and in the future in the Domestic Company (“My Shareholding”)
during the term of this Power of Attorney:


 


The
WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning
My Shareholding, including without limitation to: (1) attending shareholders’ meetings of the Domestic Company; (2) exercising
all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and the Domestic
Company’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding
in part or in whole; and (3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the
chief executive officer and other senior management members of the Domestic Company.


 


Without
limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute
all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among me/our company, the WFOE
and the Domestic Company on February 22, 2019 and the Equity Interest Pledge Agreement entered into by and among me, the WFOE
and Domestic Company on February 22, 2019 (including any modification, amendment and restatement thereto, collectively the “Transaction
Documents”), and perform the terms of the Transaction Documents.


 


All
the actions associated with My Shareholding conducted by the WFOE shall be deemed as my s own actions, and all the documents related
to My Shareholding executed by the WFOE shall be deemed to be executed by me. I company hereby acknowledge and ratify those actions
and/or documents by the WFOE.


 


The
WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own
discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, the WFOE shall designate a
PRC citizen to exercise the aforementioned rights.


 


During
the period that I am a shareholder of the Domestic Company, this Power of Attorney shall be irrevocable and continuously effective
and valid from the date of execution of this Power of Attorney.


 


During
the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized
to the WFOE through this Power of Attorney, and shall not exercise such rights by myself.


 


This
Power of Attorney is written in Chinese.


 


This
Power of Attorney is signed on ______________.


 





	By:	       	 
	 	 	 
	Accepted by:
	 	 	 
	E-Home
    Household Service Technology Co., Ltd.
	 	 	 
	By:	       	 
	Name:
    Wenshan Xie
	Title:
    Legal Representative
	 	 	 
	Acknowledge
    by:
	 	 	 
	Fuzhou
    Bangchang Technology Co. Ltd.
	 	 	 
	By:	       	 
	Name:
    Zhaodi Zeng
	Title:
    Legal Representative




 


 


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