Exhibit
4.19


 


 


 


  


 


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED


 


Supplementary
Agreement II of Acquisition Framework Agreement


 


March
26, 2021


  


 


 


 


 





 



     


     


    

 


Supplementary
Agreement II of Acquisition Framework Agreement


 


The
Supplementary Agreement II of Acquisition Framework Agreement (“this agreement”) is signed by the following parties
in Nanshan District, Shenzhen on March 26, 2021.


 


VIYI
Technology INC.(“VIYI Technology”)


 


Office
address: 502 Unit B Building 3 Yirantiandiju Nanshan District Shenzhen Guangdong Province


 


ABLE
PEAK SERVICES LIMITED(“ABLE PEAK”)


 


Office
address: Mandar House, 3rd Floor, Johnson’s Ghut, Tortola, British Virgin Island


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED (“FE-DA ELECTRONICS”). Unless the context implies otherwise, the definition
contains its subsidiary VIYI Technology and affiliated VIYI Technology. 


 


Office
address: 180 PAYA LEBAR ROAD 10-01 YI GUANG FACTORY BUILDING


 


Whereas
VIYI Technology acquires FE-DA ELECTRONICS, and FE-DA ELECTRONICS is willing to accept the acquisition of VIYI Technology. In accordance
with the relevant laws and regulations, all the parties conclude the Supplementary Agreement II of Acquisition Framework Agreement on
this acquisition for mutual compliance:


 


The
acquisition includes the following performance profit betting content:


 


1.
VIYI Technology acquires 100% stock equity of FE-DA ELECTRONICS with USD 35,000,000, and after the transfer, FE-DA ELECTRONICS becomes
a wholly owned subsidiary of VIYI Technology.


 


2.
Whereas the actual value of FE-DA ELECTRONICS is reflected in the performance of VIYI Technology. VIYI Technology shall have the right
to require ABLE PEAK to compensate the company twice the amount of the net profit committed by it after the failure of betting, so as
to promote it to complete the net profit commitment in the next three years.


 


(1)
All the parties agree to make the settlement according to the net profit actually completed by FE-DA ELECTRONICS in the three
years after the end of the betting period of three years after the change of stock equity.


 



    2


     


    

 


3.
After signing this agreement, FE-DA ELECTRONICS shall fully cooperate to complete the net profit commitment in the betting period of
three years after signing this agreement. In any case, the maximum compensation of ABLE PEAK shall not exceed the lower of the 1) double
the sum of the above three years' performance commitments or 2) USD 20,000,000.


 


This
agreement shall be written in Chinese. This agreement is in triplicate with each party holding one copy respectively, and each copy after
signing shall have the equal effect.


 


(There
is no text below, and the signature page is attached)


 



    3


     


    

 


This
page is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


VIYI
Technology INC.


 


VIYI
Technology INC. (seal)


 



    4


     


    

 


This
page is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


ABLE
PEAK SERVICES LIMITED:


 


ABLE
PEAK SERVICES LIMITED:(seal)








 






    5


     


    

 


This
page is the signature page of the Supplementary Agreement of Acquisition Framework Agreement


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED


 


FE-DA
ELECTRONICS COMPANY PRIVATE LIMITED (seal)


 


 


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