Exhibit
4.165


 


Equity Transfer Agreement


 


This Equity Transfer Agreement (the “Agreement”)
is made in Beijing on April 20, 2017 by and between the following transferor and transferee:


 


Transferor: Beijing CFO Glory Technology Co., Ltd.


 


Address: A1708, 28 Xuanwumenwai Street,
Xuanwu District, Beijing


 


Transferee I: Xiaowei Wang


 


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


 


ID: 110102197103050023


 


Transferee II: Jing Zhang


 


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


 


ID: 110108197403072740


 


WHEREAS:


 


		1.	RIFA Yunling (Beijing) Technology Co., Ltd. (the “Target”) is a limited liability company
incorporated and validly existing under the laws of the People’s Republic of China. Registered capital of the Target is RMB10,000,000.



 


		2.	The Transferor is the shareholder of the Target. The Transferor holds 100% of equity in the Target.



 


		3.	The Transferor intends to assign all its 100% of equity in the Target to the Transferees.



 


Therefore, the Transferor and the Transferees
have reached the following agreement through equal consultation:


 


Article
1 Subject of transfer


 


		1.1	The Transferor agrees to assign to the Transferee I 60% of its equity in the Target.



 


		1.2	The Transferor agrees to assign to the Transferee II 40% of its equity in the Target.



 


Article
2 Consideration for transfer and payment


 


2.1 Consideration for transfer: the Transferee
I shall pay RMB1 to the account designated by the Transferor (the “Consideration for Transfer”) in the consideration
of the Transferor transferring the shareholder’s equity to the Transferee I hereunder.


 


The Transferee II shall pay RMB1 to the
account designated by the Transferor (the “Consideration for Transfer”) in the consideration of the Transferor transferring
the shareholder’s equity to the Transferee II hereunder.


 


2.2 Payment date: the Transferees shall
fully pay the consideration for transfer within 30 days upon the effectiveness of this Agreement.


 


Article
3 Closing of equity


 


3.1 For the purpose of this
agreement, the term “completion date of equity transfer” shall mean the date on which change in equity of the
Target is registered with the commercial & industrial authority (the “Completion Date”). As of the completion
date, the Transferees shall undertake all rights and obligations of the Transferor to the Target covered by the assigned
equity.


 


3.2 The Parties shall take all necessary
acts to assist the Transferees and the Target in performing all necessary procedures for equity transfer until the completion date.


 


3.3 The Parties shall bear their own fees,
taxes and duties incurred in connection with the equity transfer in accordance with the laws.


 






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Article
4 Representations and warranty:


 


4.1 The Transferor hereby unconditionally
and irrevocably represents and warrants to the Transferees as follows:


 


4.1.1 The Transferor is the
legitimate and actual owner of the shareholder’s equity. The equity is free from any lien, pledge, claim, and any other
security interest and any third-party right, and it is not bound by any prior right of shareholder (including but not limited
to preemptive right or first refusal right). The Transferees will not be recovered by any third party upon its acceptance of
the shareholder’s equity.


 


4.1.2 The Target is a limited company legally
incorporated and validly existing under the laws of the PRC. Transfer of equity hereunder will not violate the articles of association
of the Target.


 


4.1.3 Execution hereof and completion of
transaction contemplated hereunder will neither cause the Transferor to violate, cancel or terminate any agreement it has entered
into, nor constitute any event of breach under any agreement, undertaking or any other formal document.


 


4.1.4 Representations and warranties made
by the Transferor hereunder, and expressions in connection with this transfer are true, accurate and complete and contain no any
concealed or misleading information as of the date of this agreement.


 


4.2 The Transferees hereby unconditionally
and irrevocably represents and warrants to the Transferor as follows:


 


4.2.2 Execution hereof and completion of
transaction contemplated hereunder will neither cause the Transferees to violate, cancel or terminate any agreement it has entered
into, nor constitute any event of breach under any agreement, undertaking or any other formal document;


 


4.2.2 Representations and warranties made
by the Transferees hereunder, and expressions in connection with this transfer are true, accurate and complete and without any
concealed or misleading information as of the date of this agreement.


 


Article
5 Notice


 


5.1 Any notice, request, demand and any
other correspondence under or in connection with this agreement shall be made in writing. Any notice hereunder shall be sent by
person, prepaid registered air, recognized express service provider or fax to address and/or number of each Party. Any such notice
shall be deemed to be delivered as follows: (1) the date of delivery if such notice is given by person; (2) the seventh (7th) day
after the date of deposit (stamp date) if such notice is sent by prepaid registered air; (3) the third (3rd) day after such notice
is delivered to the recognized express provider if such notice is sent by express; and (4) the first working day after such notice
is sent by fax.


 


Article
6 Liability for breach of contract


 


6.1 After this agreement is signed, if
either Party violates or fails to perform any obligation hereunder, such Party shall bear liability for breach and shall be liable
for any and all consequential economic losses of the other Party.


 


Article
7 Governing law


 


7.1 The conclusion, effects, interpretation
and performance of this agreement and any dispute arising out of this agreement shall be governed by Chinese law.


 


7.2 If any provision of this agreement
is held to be invalid or unenforceable under the relevant current laws and regulations, and such invalidity or unenforceability
of such provision does not affect the remaining provisions hereof, the rest of provisions hereof shall remain be performed, and
the Parties shall adjust such invalid or unenforceable provision under the relevant current laws and regulations so that such provision
becomes valid provision and complies with principles and spirit reflected herein as far as possible.


 






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Article
8 Coming into force, and settlement of dispute


 


8.1 This agreement shall become effective
as of the signing date.


 


8.2 Any dispute between the Parties in
connection with interpretation or performance of the relevant provision hereof shall be settled through friendly negotiations.
If no written agreement is reached through negotiations, such dispute shall be submitted for arbitration hereunder, and the arbitration
shall be final and exclusive. Unless expressly stated herein, either Party hereby expressly waives its right to bring any such
dispute to court, and such waiver shall be irrevocable.


 


8.3 Any such dispute shall be submitted
to China International Economical and Trade Arbitration Commission (the “Commission”) for arbitration in Beijing. Arbitration
shall be performed under the arbitration rules then in force. Unless otherwise specified in the arbitration award, the losing party
shall bear arbitration costs (including reasonable attorney fee and expenses).


 


Article
9 Supplementary provisions


 


9.1 Either Party’s failure to exercise
or delay in exercising any right hereunder shall not be deemed as waiver of such right, and single or partial exercise of any right
shall not influence exercise of such right in future.


 


9.2 Headings of provisions hereof are inserted
for reference, and such headings in no event shall be used for or influence interpretation of provisions hereof.


 


9.3 Each Party hereto enters into this
agreement for legal purpose. Any provision hereof is serviceable and separate from any other provision hereof. In the event that
one or more provisions hereof is or are invalid, unlawful or unenforceable at any time, validity, legality or enforceability of
the remaining provisions hereof shall not be consequentially influenced, and each Party shall do its utmost efforts to enter into
a new provision to replace such invalid, unlawful or unenforceable provision to achieve the same commercial purpose of the original
provision to the maximum extent.


 


9.4 This agreement shall be binding upon
legal successor of each Party.


 


9.5 Any matter not mentioned herein shall
be subject to negotiations between the Parties. Supplementary agreement shall be made in writing, and shall not be effective until
it is signed and acknowledged by the Parties.


 


9.6 This agreement is made in quadruplicate,
with each Party holding one copy, and the remaining two copies for performing the relevant legal procedures. Each copy shall have
the same legal effects. (Intentionally left blank below)


 




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(Signature page)


 


This Agreement was executed by each party
in Beijing on the date first above written.


 


Transferor: Beijing CFO Glory Technology
Co., Ltd.


 


_______________ (Seal)


 


Transferee I: Xiaowei Wang


 


_______________ (Seal)


 


Transferee II: Jing Zhang


 


_______________ (Seal)


 


 


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