EX-4.40





 Exhibit 4.40 

[English Translation] 

EXCLUSIVE BUSINESS COOPERATION AGREEMENT 

This Exclusive Business Cooperation Agreement (this “Agreement”) is entered into in Xiamen, the People’s Republic of China (the
“PRC” or “China”) on July 1, 2019 by and between: 
  

			
	Party A:	  	 Xiamen Youxiang Times Technology Co., Ltd.

	Address:	  	 A wholly foreign-owned limited liability company duly incorporated under the law of PRC. The registered address is E3, Unit 03, 8th Floor,
Building D, Xiamen International Modernization Center, Xiamen Area, No. 97 Xiangyu Road, China’s (Fujian) Pilot Free Trade Zone.

		
	Party B:	  	 Xiamen Qu Plus Plus Technology Development Co., Ltd.,

	Address:	  	 No. 2999, Xi Zhou Road, Tongan District, Xiamen.


 Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the
“Parties.” 
 WHEREAS: 
  

	1.	 Party A is a wholly foreign-owned company registered in China possessing necessary resources in computer
software and hardware, network technology, communication technology, technology transfer, technology service and technology consulting; 


  

	2.	 Party B is a domestic limited liability company registered in China; 



 

	3.	 Party A agrees to utilize its human resource, technology and information advantages to exclusively provide
Party B with technology service, technology consulting and other services relating to the production and development of computer software (as further detailed below) during the term hereof, and Party B agrees to accept such service from Party A or
its designees in accordance with this Agreement. 


 NOW, THEREFORE, through mutual consultation, Party A and Party B agree as follows:

  

	1.	 Provision of Service By Party A 



 

	 	1.1	 In accordance with the terms and conditions of this Agreement, Party B hereby appoints Party A as the exclusive
service provider of Party B during the term hereof to provide Party B with overall business support, technology service and consulting service, including all or part of services within the business scope of Party B as decided by Party A from time to
time, including, without limitation, research and development and design of computer software and hardware, development of network technology and communication technology; technology transfer, technology consulting, technology service and technology
training (“Services”). 


  

	 	1.2	 Party B agrees to accept consulting and the Services provided by Party A. Party B further agrees that it shall
not accept any consulting and/or services from, or cooperate with, any third party in relation to the matters specified hereunder during the term hereof, unless with the prior written consent of 















	 	1.3	 Party A. Party A may designate a third party (such designee may enter into certain agreements described in
Article 1.3 hereof with Party B) to provide consulting and/or the Services to Party B hereunder. 


  

	 	1.4	 Manner of Provision of Services 



 

	 	1.4.1	 Party A and Party B agree that they may enter into other technology service agreements and consulting service
agreements directly or through their respective affiliates during the term hereof to provide for the details, manner of provision, personnel and fees of specific technology service and consulting service. 



 

	 	1.4.2	 In order to perform this Agreement, Party A and Party B agree that they may enter into an agreement for
licensing intellectual property, including, without limitation, software, trademarks, patents and technical know-how, directly or through their respective affiliates during the term hereof to allow Party
B’s use of Party A’s relevant intellectual property in accordance with Party B’s business requirements. 


  

	 	1.4.3	 In order to perform this Agreement, Party A and Party B agree that they may enter into an equipment or plant
lease directly or through their respective affiliates during the term hereof to allow Party B’s use of Party A’s relevant equipment or plant in accordance with Party B’s business requirements. 



 

	 	1.4.4	 Party A may subcontract, at its own discretion, part of the Services for Party B hereunder to a third party.



  

	 	1.4.5	 Party B hereby grants Party A an irrevocable and exclusive call option whereby Party A may acquire, at its own
discretion, from Party B all or any part of assets and business to the extent permitted by the laws and regulations of the PRC for the lowest possible price permitted by the laws of the PRC. In such case, the Parties may separately enter into an
asset or business transfer agreement to provide for the terms and conditions of such asset transfer. 


  

	2.	 Calculation and Payment of Service Fee, Financial Statements, Audit and Taxes



  

	 	2.1	 The Parties agree that with respect to the Services provided by Party A, Party B shall pay to Party A service
fee in an amount equivalent to 100% of its net income (“Service Fee”). The Service Fee shall be paid on a monthly basis. During the term hereof, Party A shall have the right to adjust such Service Fee at its sole discretion without
the consent of Party B. Party B shall (a) submit to Party A its management accounts and operational information for each month specifying the net income of Party B for such month (“Monthly Net Income”); (b) pay to Party A 100%
of its net income (“Monthly Payment”) within 30 days from the last date of such month. Party A shall issue an invoice for technology service fee to Party B within seven (7) business days from its receipt of such management
accounts and operational information. Party B shall pay the invoiced amount within seven (7) business days from its receipt of the invoice. All payments shall be credited to a bank account designated by Party A by remittance or other means
acceptable to the Parties. The Parties agree that Party A may change such payment instructions by notice to Party B from time to time. 



  
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Cooperation Agreement 
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	 	2.2	 Party B shall, within 90 days from the end of each financial year, (a) submit to Party A its audited
financial statements for such financial year which shall be audited and certified by an independent certified public accountant approved by Party A; (b) pay to Party A any deficiency in the total amount of the Monthly Payments paid by Party B
to Party A for such financial year as indicated by the audited financial statements. 


  

	 	2.3	 Party B shall prepare financial statements consistent with the requirements of Party A in accordance with laws
and business practices. 


  

	 	2.4	 Party B shall allow Party A and/or its designated auditor to audit Party B’s relevant books and records
and make copies of such part of books and records as is deemed necessary at the main premises of Party B upon a notice from Party A five (5) business days in advance, so as to verify the accuracy of the amount of income and statements of Party
B. 


  

	 	2.5	 Each of the Parties hereto shall bear any tax liabilites arising from its performance of this Agreement.



  

	3.	 Intellectual Property, Confidentiality and
Non-competition 


  

	 	3.1	 Party A shall have exclusive and ownership rights and interests in and to all rights, titles, interests and
intellectual property rights arising from or created in the performance of this Agreement, including, without limitation, copyrights, patent rights, patent applications, trademarks, software, technical
know-how, trade secrets or otherwise, whether developed by Party A or by Party B. 


  

	 	3.2	 The Parties acknowledge that any oral or written information exchanged in connection with this Agreement shall
be considered as confidential information. Each Party shall keep all such information confidential and shall not disclose any relevant information to any third party without the written consent of the other Party, except for the information that:
(a) is or will be in the public domain (other than through the receiving Party’s disclosure to the public); (b) is required to be disclosed in accordance with applicable laws or rules or provisions of any stock exchange; or (c) is
required to be disclosed by any Party to its legal counsels or financial advisors in connection with the transactions contemplated hereby, provided, however, that such legal counsels or financial advisors shall be bound by the confidentiality
obligations similar to those set forth in this article. If the staff or agencies engaged by any Party disclose any confidential information, such Party shall be deemed to have disclosed such confidential information and shall bear legal liability
for breach of this Agreement. This article shall survive the termination of this Agreement for any reason. 



  
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Cooperation Agreement 
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	 	3.3	 Party B shall not, directly or indirectly, engage in any business other than those permitted by its business
license and operating permit or any business competitive with those of Party A within the PRC, including investing in any entity engaging in any business competitive with those of Party A, nor shall it engage in any business other than those
consented to by Party A in writing. 


  

	 	3.4	 The Parties agree that this article shall continue in effect regardless of whether this Agreement is modified,
rescinded or terminated or not. 


  

	4.	 Representations and Warranties 



 

	 	4.1	 Party A represents and warrants that: 



 

	 	4.1.1	 It is a company duly registered and validly existing under the laws of the PRC. 



 

	 	4.1.2	 It enters and performs this Agreement within the scope of its legal personality and business operations; it has
taken requisite corporate actions and been granted appropriate authorization and obtained the consents and approvals of third parties and governmental authorities, and will not violate laws or other restrictions binding upon or affecting it.



  

	 	4.1.3	 This Agreement constitutes its legal, valid and binding obligations, enforceable against it in accordance with
its terms. 


  

	 	4.2	 Party B represents and warrants that: 



 

	 	4.2.1	 Each entity of Party B is a company duly registered and validly existing under the laws of the PRC.



  

	 	4.2.2	 Each entity of Party B enters and performs this Agreement within the scope of its legal personality and
business operations; each of them has taken requisite corporate actions and been granted appropriate authorization and obtained the consents and approvals of third parties and governmental authorities, and will not violate laws or other restrictions
binding upon or affecting it. 


  

	 	4.2.3	 This Agreement constitutes their respective legal, valid and binding obligations, enforceable against them in
accordance with its terms. 


  

	5.	 Effectiveness and Term 



 

	 	5.1	 This Agreement has been entered into as of the date first written above and shall come into force as from such
date. This Agreement shall be perpetually valid unless early terminated upon written decision of Party A in accordance with this Agreement or otherwise required in the laws of the PRC. 



  
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Cooperation Agreement 
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	6.	 Termination  



 

	 	6.1	 If any Party’s term of operation expires within the term hereof, such Party shall promptly extend its term
of operation to the greatest extent permitted by the laws of the PRC in order for this Agreement to continue to be valid and performed. If a Party’s application for extension of term of operation is not approved or consented to by any competent
authority, this Agreement shall terminate on the date when such Party’s term of operation expires. 


  

	 	6.2	 The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this
Agreement. 


  

	 	6.3	 Any early termination of this Agreement for any reason shall not release any Party from any obligations
hereunder to make payment due prior to such termination, including, without limitation, the Service Fee, or any liability for breach of contract arising prior to such termination. Any payable Service Fee incurred prior to the termination of this
Agreement shall be paid to Party A within fifteen (15) business days from such termination. 


  

	7.	 Governing Law, Dispute Resolution and Change of Laws 



 

	 	7.1	 The execution, effectiveness, interpretation, performance, modification and termination of this Agreement and
resolution of disputes arising hereunder shall be governed by the laws of the PRC. 


  

	 	7.2	 Any dispute arising from the interpretation and performance of this Agreement shall be resolved by the Parties
through good-faith consultation. If the Parties fail to agree upon the resolution of a dispute within 30 days from the date of any Party’s request for the resolution of such dispute through consultation, any Party may submit the dispute to the
China International Economic and Trade Arbitration Commission for arbitration in accordance with the Commission’s arbitration rules then in effect. The arbitration shall be held in Beijing and conducted in the Chinese language. The arbitral
award shall be final and binding upon the Parties. 


  

	 	7.3	 If any dispute arises from the interpretation and performance of this Agreement or any dispute is under
arbitration, the Parties shall continue to exercise their respective rights and perform their respective obligations under this Agreement save for the disputed matters. 



 

	8.	 Liability for Breach of Contract and Indemnification 



 

	 	8.1	 If Party B materially breaches any covenant hereunder, Party A shall have the right to terminate this Agreement
and/or seek damages from Party B; this Article 8.1 shall not preclude any other rights of Party A hereunder. 


  

	 	8.2	 Party B shall in no event have the right to terminate or rescind this Agreement unless otherwise provided for
in the laws of the PRC. 


  

	 	8.3	 Party B shall indemnify and hold harmless Party A from and against any losses, damages, liabilities or costs
incurred due to any litigations, claims or other demands against Party A arising or resulting from its provision of consulting and the Services upon the request of Party B, unless incurred due to any willful misconduct of Party A.




  
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Cooperation Agreement 
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	9.	 Notices 



 

	 	9.1	 All notices and other communications required or permitted to be given in accordance with this Agreement shall
be personally delivered or sent by registered mail, postage prepaid, commercial courier service or 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 such notices shall be deemed to have been effectively given shall be determined as follows: 


  

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


  

	 	9.1.2	 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). 


  

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



Party A: 
  

			
	 Xiamen Youxiang Times Technology Co., Ltd.

	Address:	  	 E3, Unit 03, 8th Floor, Building D, Xiamen International Modernization Center, Xiamen Area, No. 97 Xiangyu Road, China’s (Fujian)
Pilot Free Trade Zone

	Attention:	  	 Zhentao Liu

	Telephone:	  	 86-17310632963


 Party B: 
  

			
	 Xiamen Qu Plus Plus Technology Development Co., Ltd.

	Address:	  	 No. 2999, Xi Zhou Road, Tongan District, Xiamen

	Attention:	  	 Long Xu

	Telephone:	  	 86-17602141092


  

	 	9.3	 Any Party may change its mailing address for notices at any time by giving a notice to the other Party in
accordance with this article. 


  

	10.	 Assignment 



 

	 	10.1	 Party B shall not assign its rights and obligations hereunder to any third party without the prior written
consent of Party A. 


  

	 	10.2	 Party B agrees that Party A may assign its rights and obligations hereunder to any third party by prior written
notice to Party B and without obtaining the consent of Party B. 



  
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Cooperation Agreement 
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	11.	 Severability 



If one or more provisions of this Agreement are held to be invalid, illegal or unenforceable in any respect in accordance with any law or
regulation, the validity, legality or enforceability of the remaining provisions hereof shall not be affected or prejudiced in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with
valid provisions to the greatest extent permitted by law and expected by the Parties, and the economic effect of such valid provisions shall be as close as possible to the economic effect of such invalid, illegal or unenforceable provisions. 

 

	12.	 Amendment and Supplement 



Any amendment and supplement to this Agreement shall be in writing. Any amendment agreement and supplementary agreement entered into by the
Parties relating to this Agreement shall be an integral part of this Agreement and shall have the same force and effect as this Agreement. 
  

	13.	 Language and Counterparts 



This Agreement is executed in two counterparts, with each Party holding one counterpart, all of which shall have equal legal force. 

[The remainder of this page is intentionally left blank.] 

  
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Cooperation Agreement 
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 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive
Business Cooperation Agreement as of the date first written above. 
 Party A: Xiamen Youxiang Times Technology Co., Ltd. (Affix Company Seal)

 (Seal) 
  

			
	By:	 	  

	Name:	 	 Zhentao Liu



  
 Exclusive Business
Cooperation Agreement - Signature Page 













 IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive
Business Cooperation Agreement as of the date first written above. 
 Party B: Xiamen Qu Plus Plus Technology Development Co., Ltd.,
(Affix Company Seal) 
 (Seal) 
  

			
	By:	 	  

	Name:	 	 Long Xu



  
 Exclusive Business
Cooperation Agreement - Signature Page