Exhibit 4.166


 


Right
of First Refusal & Cooperation Agreement 


 


Entered
into by and among


 


Fortune
Software (Beijing) Co., Ltd.


 


Xiaowei
Wang


 


Jing
Zhang


 


And



 


RIFA
Yunling (Beijing) Technology Co., Ltd.


 


May
20, 2017


 


Beijing
China


 






     


     


    

 


Right of First Refusal & Cooperation Agreement


 


This
Agreement is concluded and signed on May 20, 2017 in Beijing China by and among:


 


Party
A: Fortune Software (Beijing) Co., Ltd.


 


Registered
address: Suite 07, 7/F, Building 2, 26, 28 and 30 Xuanwumenwai Street, Xicheng District, Beijing


 


Legal
representative: Zhiwei Zhao


 


Party
B: Xiaowei Wang


 


Address:
17/F, Building A, Fuzhuo Tower, 28 Xuanwumenwai Street, Xicheng District, Beijing


 


ID
card No.: 110102197103050023


 


Party
C: Jing Zhang


 


Address:
17/F, Building A, Fuzhuo Tower, 28 Xuanwumenwai Street, Xicheng District, Beijing


 


ID
card No.: 110108197403072740


 


Party
D: RIFA Yunling (Beijing) Technology Co., Ltd.


 


Registered
address: 7355, 7/F, 271 A Fuchengmenwai Street, Xicheng District, Beijing


 


Legal
representative: Dan Guo


 


Whereas:


 


		(1)	Party A, a limited liability company duly organized and
validly existing in Beijing, provides technical support, strategic consulting and other related services to Party D; Party A presently
has become an important partner of Party D;



 


		(2)	In order to financially aid Party B and Party C in the
investment in Party D, Party A signed a Loan Agreement on April 20, 2017 and May 20, 2017 with Party B and Party C respectively,
providing a loan of RMB 6,000,000 and RMB 4,000,000 to Party B and Party C respectively; Party B and Party C used such loan to
become a shareholder of Party D and held respectively 60% and 40% of the equities of Party D;



 






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		(3)	In order to secure Party D’s payment obligation under
the agreements signed thereby with Party A, Party B and Party C signed an Equity Pledge Contract (hereinafter referred to as the
“Pledge Contract”) with Party A on April 20, 2017, pledging their equities in Party D respectively to Party
A; and



 


		(4)	Party B and Party C intend to authorize the exclusive option
to Party A to purchase at any time all or part of the equities/assets of Party D held by both or one of Party B and Party C subject
to the satisfaction of the requirements of laws of China.



 


The
Parties, in the principles of sincere cooperation, equality & mutual benefit and joint development, make and enter into an
agreement as follows through friendly consultation in accordance with the provisions of related laws and regulations of the People’s
Republic of China:


 


Article
1 Definitions


 


For
the purpose of this Agreement, the following terms shall have the meaning as set forth below:


 


		1.1.	Agreement means this Right of First Refusal & Cooperation
Agreement, the appendixes hereto and written documents made by the Parties hereto from time to time on amendment to and change
of contents in the form of officially signing written agreements;



 


		1.2.	China means the People’s Republic of China and, for
the purpose of this Agreement, excludes Hong Kong, Taiwan and Macao.



 


		1.3.	Date means a certain day in a certain month of a certain
year; “within” and “no later than” a certain day in this Agreement include the given day.



 


Article
2 Authorization and Exercise of Right of First Refusal


 


		2.1	The Parties agree that Party A has the exclusive option
and may, under the condition of conforming to the requirements of laws of China and the provisions hereof (including but not limited
to when Party B and/or Party C, people are no longer directors or employees of Party D, or intend to transfer equities to any
person who is not a present shareholder), purchase at any time all or part of Party B and/or Party C’s equities or all or
part of the assets owned by Party D corresponding to such equities; such option may be exercised by Party A or an eligible entity
designated by Party A. Such authorization is irrevocable during the term hereof.



 


		2.2	Party A may exercise the option by firstly sending a written
notice (“Notice of Exercise”) to either Party B, Party C or Party D.



 


		2.3	Party B, Party C or Party D (as the case may be) shall
sign a contract for transfer of equities/assets and other documents for implementation of transfer (collectively referred to as
“Transfer Documents”) with Party A (or an eligible entity designated thereby) within thirty (30) days after receiving
the Notice of Exercise.



 






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		2.4	If permitted by law and if Party A makes the decision to
exercise the option, Party B, Party C and Party D must unconditionally cooperate with Party A in handling all necessary approvals,
permits, registrations, filings and other formalities for the transfer.



 


Article
3 Representations and Warranties


 


Either
Party hereby represents and warrants to the other Parties that:


 


		3.1	Either Party hereby represents and warrants to the other
Parties as follows: (1) it has all necessary rights, capacities and authorities to execute and perform all obligations and responsibilities
hereunder; (2) the execution or performance hereof does not breach any significant contract or agreement to which such Party is
a party, nor any significant contract or agreement binding such Party or its assets.



 


		3.2	Party B and Party C represent and warrant to Party A as
follows: (1) he/she is a legally registered shareholder of Party D and he/she has fully paid to Party D its share of the registered
capital of Party D pursuant to the requirements of laws of China; (2) save and except the right of pledge established under the
Pledge Contract, Party D’s equities held hereby is free of any other mortgage, pledge, security interest or encumbrances
of other forms; (3) he/she does not sell or offer for sale Party D’s equities to any other parties.



 


		3.3	Party D hereby represents and warrants to Party A as follows:
(1) it is a limited liability company organized and validly existing under the laws of China; (2) its business operation conforms
to the provisions of laws of China in all material aspects.



 


Article
4 Exercise Price


 


When
permitted by applicable laws, Party A (or an eligible entity designated thereby) shall have the right to purchase, at the price
equal to the sum of the principals lent by Party A to Party B and Party C under the Loan Agreement (RMB 10,000,000), at
any time Party D’s equities held by Party B and/or Party C or all or part of the assets owned by Party D and corresponding
to such equities. If Party A (or an eligible entity designated thereby) chooses to purchase part of the equities or assets, the
exercise price shall be adjusted appropriately according to the proportion of the equities or assets to be purchased to the total
equities of assets. When purchasing, pursuant to the provisions hereof, Party B and/or Party C’s equities from Party B, Party
C and Party D or all or part of the assets owned by Party D and corresponding to such equities, Party A (or an eligible entity
designated thereby) shall have the right to set off the principal owed by Party B and Party C to Party A under the Loan Agreement
against the purchase price payable to Party B and Party C. When Party A actually purchases the equities or assets from Party B,
Party C and Party D pursuant to the provisions hereof, if the exercise price required by relevant laws of China or the approval
authority is higher than the exercise price specified above herein, the exercise price actually paid by Party A shall be subject
to the price required by relevant laws or the approval authority.


 






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Article
5 Other Stipulations


 


The
Parties further agree:


 


		5.1	Before Party A (or an eligible entity designated thereby)
exercises the Right of First Refusal to obtain all equities or assets, Party D may not:



 


		5.1.1	Sell, transfer, mortgage or dispose otherwise lawful or
beneficial interest in any assets, business or income, or permit the establishment of any other security interest therein (save
and except those generated in the normal or routine business process or those that have been disclosed to Party A and obtain the
written consent of Party A);



 


		5.1.2	Conclude any transaction that will materially affect its
assets, liabilities, operation, equities and other lawful rights (save and except those generated in the normal or routine business
process or those that have been disclosed to Party A and obtain the written consent of Party A); and



 


		5.1.3	Pay out dividends to shareholders in any form.



 


		5.2	Before Party A (or an eligible entity designated thereby)
exercises the Right of First Refusal to obtain all equities or assets, Party B and/or Party C may not, jointly or solely,:



 


		5.2.1	Supplement, amend or change the constitutional documents
of the company in any form, and such supplementation, amendment or change will materially affect its assets, liabilities, operation,
equities and other lawful rights (save and except proportionate increase of capital carried out to satisfy the requirements of
law);



 


		5.2.2	Cause Party D to conclude any transaction that will materially
affect its assets, liabilities, operation, equities and other lawful rights (save and except those generated in the normal or
routine business process or those that have been disclosed to Party A and obtain the written consent of Party A); and



 


		5.2.3	Cause the board of shareholders of Party D to adopt resolutions
on payout of dividend.



 






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		5.3	After the signature of this Agreement, Party B and Party
C (the “Principal”) shall sign a power of attorney satisfactory to Party A, authorizing the person designated by Party
A (hereinafter referred to as the “Trustee”) to exercise on behalf thereof all voting rights owned thereby as the
holder of Party B and Party C’s equities, including but not limited to appointment and selection of directors, general manager
and other senior managers of Party D as the authorized representative of Party B and Party C at the shareholders’ meeting
of Party D. The initial term of such power of attorney shall be 20 years, and such term shall be automatically extended upon the
expiry of the initial term, unless Party A notifies the Principal in writing to terminate such power of attorney. The aforesaid
authorization and entrustment are preconditioned on that the “Trustee” is a Chinese citizen and an employee of Party
A and that Party A gives consent to such authorization and entrustment. Once the “Trustee” no longer holds any post
in Party A or Party A gives a written notice on replacing the “Trustee”, Party B and/or Party C will immediately withdraw
the entrustment and authorization given to the “Trustee”, and will designate/authorize Party A’s another Chinese-citizen
employee to exercise the aforesaid shareholder’s voting power enjoyed thereby at the shareholders’ meeting of Party
D. The Trustee shall perform the Trustee’s obligations prudently and diligently under law within the scope of authorization
and shall hold the Principal harmless from and against any loss/damage that may arise out of the authorization and entrustment
(save and except the loss/damage suffered by the Principal due to the intentional act or gross negligence of the Principal); otherwise,
the Trustee shall assume all legal and economic liabilities to the Principal and Party D under law.



 


		5.4	If permitted by applicable law, Party B and Party C will
correspondingly extend the term of operation of Party D according to the approved term of operation of Party A so that the term
of operation of Party D will be the same as that of Party A.



 


		5.5	If Party D has demand for fund as required by operation,
Party A will, or will arrange a related company to, provide a loan to Party D in manners permitted by laws. If the loss suffered
by Party D makes it to be unable to repay the loan, Party A agrees to or causes the related company to waive the right of recourse
with respect to such loan.



 


		5.6	Where Party B and/or Party C perform, as agreed, the obligations
under this Agreement and any other business agreements concluded with Party A, if such performance incurs any legal and economic
obligations to any institutions and individuals other than Party A, Party A shall give all necessary support so as to enable Party
B and Party C to perform corresponding obligations and to hold Party B and/or Party C from and against any loss/damage.



 


Article
6 Confidentiality


 


Without
the prior consent of the other Parties, either Party shall maintain the confidentiality of the contents hereof, and may not disclose
or publish the contents of this Agreement to any other persons, provided that the provisions of this Article will not prohibit
(i) any disclosure made pursuant to related laws or the rules of any stock exchange; (ii) any disclosed information is publicly
available, which is not caused by the default of the disclosing party; (iii) any disclosure made by either party to its shareholders,
legal counsels, accountants, financial counsels, and other professional counsels; or (iv) disclose made to the potential buyers
or other investors of the equities/assets of either party or of the shareholders thereof or to the providers of debt or equity
financing, provided that the receiving party shall make appropriate confidentiality undertakings (where the transferring party
is not Party A, the consent of Party A shall be obtained).


 






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Article
7 Governing Law and Liabilities for Breach of Contract


 


The
formation, validity, interpretation, and performance of the Agreement and the Dispute Resolution in connection herewith shall be
governed by the laws of the People’s Republic of China.


 


If
either Party hereto, in breach of the provisions hereof, fails to fully perform this Agreement or makes any misstatement or material
concealment of fact or major omission in the representations and warranties made herein, or fails to perform the warranties made
thereby, such Party shall constitute breach of contract, and shallassume corresponding liabilities for breach of contract under
law.


 


Article
8 Dispute Resolution


 


		8.1	Any dispute arising with respect to the performance hereof
shall be resolved by the disputing Parties through friendly consultation; should the consultation fail, the Parties may institute
arbitration proceedings;



 


		8.2	The dispute shall be submitted to China International Economic
and Trade Arbitration Commission Beijing Arbitration Center to be arbitrated in Beijing according to its then effective arbitration
procedures;



 


		8.3	The award of the arbitration commission shall be final
and binding on the Parties hereto.The arbitration cost (including but not limited to the arbitration fee and attorney’s
fee) shall be borne by the losing party, unless otherwise provided for in the arbitration award.



 


Article
9 Effectiveness of Agreement


 


This
Agreement shall take effect and continue to be effective after being signed by the Parties.


 


Party
A may rescind this Agreement by giving a thirty days’ notice to the other Parties. Except for the foregoing, no other Parties
may unilaterally rescind this Agreement without the consensus reached by the Parties through consultation.


 


Article
10 Amendment to Agreement


 


The
Parties shall faithfully perform this Agreement after it takes effect and any amendment hereto shall be invalid unless it is made
in writing after the Parties reach a consensus through consultation and Party A and Party D have respectively obtained necessary
authorizations and approvals.


 


Article
11 Counterparts


 


This
Agreement is made in quadruplicate, with Party A, Party B, Party C and Party D each holding one copy.


 


Article
12 Supplementary Provisions


 


		12.1	The titles and headings of this Agreement are for convenience
only and may not affect the contents and interpretation of the body of the Agreement.



 


		12.2	For any matter not stated herein, the Parties shall make
and conclude a supplementary agreement, which shall serve as an appendix hereto and shall have the same legal effect with this
Agreement.



 


[It
is intentionally left blank below for signature]


 






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[This
page is intentionally left blank for signature]


 


Party
A: Fortune Software (Beijing) Co., Ltd.


 


Official seal:


 


Authorized
representative (signature):


  


Party
B: Xiaowei Wang


 


Signature:


 


Party
C: Jing Zhang


 


Signature:


 


Party
D: RIFA Yunling (Beijing) Technology Co., Ltd.


 


Official
seal:


 


Authorized
representative (signature):


 






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