Exhibit
4.153


 


Framework
Agreement for Exercise of Right of First Refusal


 


signed
by and among


 


Han Meng


 


Wenjing
Lu


 


Shenzhen Newrand Securities Advisory and Investment
Co., Ltd.


 


and


 


Beijing CFO Glory Technology
Co., Ltd.


 


Zhongheng
Xintai (Beijing) Asset Management Co., Ltd.


 


 


 


 


 


July 2017


 


Beijing China


 




     


     


    

 


Contents


 


	Framework Agreement for Exercise of Right of First Refusal	 	2
	 	 	 
	Article 1 Exercise of Right of First Refusal	 	2
	 	 	 
	Article 2 Transfer of Equity	 	2
	 	 	 
	Article 3 Loan Arrangement	 	4
	 	 	 
	Article 4 Payment of Price and Offset of Obligations	 	4
	 	 	 
	Article 5 Amendment to the Right of First Refusal Agreement 	 	5
	 	 	 
	Article 6 Amendment to the Pledge Contract	 	5
	 	 	 
	Article 7 Confidentiality	 	5
	 	 	 
	Article 8 Notice	 	5
	 	 	 
	Article 9 Dispute Resolution	 	6
	 	 	 
	Article 10 Supplementary Provisions	 	6
	 	 	 
	Appendix I: Notice of Exercise of Right of First Refusal	 	12
	 	 	 
	Appendix II: Equity Transfer Agreement	 	14
	 	 	 
	Appendix III: Receipt of Party A for the full purchase price for equity transfer	 	21
	 	 	 
	Appendix IV: Receipt of Party B for the loan principal	 	22



 



    	 	1	 



     


    

 


Framework Agreement for Exercise of Right
of First Refusal


 


This Framework for exercise of right of
first refusal (the “Agreement”) is made and signed on July 25, 2017 in Beijing, China by and between:


 


Party A


 


Party A
I: Han Meng


 


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


 


ID card No.: 110221198010090025


 


Party A II: Wenjing Lu


 


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


 


ID card No.: 320324198109053527


 





Party B: Beijing CFO Glory Technology
Co., Ltd.


 


Registered address: A1708, 28 Xuanwumenwai
Street, Xuanwu District, Beijing


 


Party C: Zhongheng Xintai (Beijing) Asset
Management Co., Ltd.


 


Registered address: Unit 298, 2/F, Building
I, 316 of Huaifang West Road, Fengtai District, Beijing


 


Party D: Shenzhen Newrand Securities Advisory
and Investment Co., Ltd.


 


Registered Address: Unit 2704, 27/F, Huarong
Building, 178 Mintian Road, Futian District, Shenzhen


 


Whereas:


 


1. Party A is currently Party C’s
shareholders registered with the administration for industry and commerce and Party A I and Party A II respectively hold 60% and
40% equities of Party C;


 






    	 	2	 



     


    

 


2. Party B, a limited liability company
organized and validly existing in China, provides technical support, strategic consulting and other related services to Party C;


 


3. Party B, in order to assist Party A
in the investment in Party C, signed a Loan Agreement with Party A (hereinafter referred to as the “Loan Agreement”)
respectively in 2016 and 2017 and provided a loan to Party A in an amount of RMB3,000,000, and Party A has invested such loan in
full in the registered capital of Party C pursuant to the provisions of the Loan Agreement;


 


4. As consideration for the loan provided
by Party B to Party A, Party A and Party C signed an Right of First Refusal Agreement (hereinafter referred to as the “Right
of First Refusal Agreement”) respectively in 2016 and 2017, which granted the exclusive right of refusal to Party B to
purchase, under the condition of meeting the requirements of laws of China, at any time all or part of the equities of Party C
as held by Party A;


 


5. In order to secure Party C’s payment
obligations under the agreements signed thereby with Party B, Party A signs an Equity Pelage Contract (hereinafter referred
to as the “Original Pledge Contract”) respectively in 2016 and 2017, pledging its equities in Party C to Party
B;


 


6. Party B intends to exercise, pursuant
to the Right of First Refusal Agreement, the right of first refusal to purchase all Party C’s equities held by Party
A and designates Party D as the entity to exercise the aforesaid right of first refusal.


 


Now therefore, 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:


 


Article
1 Exercise of Right of First Refusal


 


1.1
Party B hereby decides to authorize Party D pursuant to Article 2.1 of the Right of First Refusal Agreement  to, and Party
D agrees to accept the aforesaid authorization to, purchase on behalf of Party B on the conditions set forth in the Right of
First Refusal Agreement all Party C’s equities held by Party A.


 


1.2
According to the provisions of Article 3 of the Right of First Refusal Agreement, the price for the purchase by Party D
under the authorization of Party B all Party C’s equities held by Party A shall be RMB3,000,000 Yuan (hereinafter referred
to as the “Purchase Price”).


 


Article
2 Transfer of Equity


 


2.1
Party A shall, according to the provisions of Article 2.3 of the Right of First Refusal Agreement and within thirty (30)
days after receiving the notice of exercise (Appendix I) from Party B, sign an equity transfer agreement (hereinafter referred
to as the “Equity Transfer Agreement”) according to the contents and format specified in Appendix II and other documents
necessary for handling the formalities for industrial and commercial registration of change.


 






    	 	3	 



     


    

 


Article
3 Loan Arrangement


 


3.1
Party A agrees to use all income from the sale of Party C’s equities pursuant to this Agreement in the performance of the
repayment obligation assumed thereby to Party B under the Loan Agreement. The debtor-creditor relationship of Party A under
the Loan Agreement will terminate when Party A fulfills the repayment obligation according to the provisions of Article
4.2 hereof.


 


Article
4 Payment of Price and Offset of Obligations


 


4.1
According to the provisions of Article 3.1 hereof, the Parties agree that the Purchase Price shall be directly transferred and
paid by Party B to Party A on the date when the formalities for industrial and commercial registration of equity change related
to the purchase by Party D of all Party C’s equities held by Party A are completed (hereinafter referred to as the “Industrial
and Commercial Registration Date”). In view that Party A shall repay the loan in full when Party B exercises the right of
first refusal pursuant to the provisions of Article 3.1 of the Loan Agreement, and the Parties agree that the price for
equity transfer shall be directly paid by Party D to Party B as at the date of compeltion of the afore-said formalities for industrial
and commercial registration. After the aforesaid payment, Party D does not need to make any other payments to Party A, nor Party
A needs to make any other payments to Party B.


 


4.2 Notwithstanding the foregoing, after
the offset, Party A shall issue a receipt for the full Purchase Price to Party D (hereinafter referred to as “Party A’s
Receipt”, Appendix III), in which Party A shall explicitly confirm that the payment obligation of Party D under the Equity
Transfer Agreement has been fulfilled. Party B shall issue a receipt for the entire principal of the loan paid by Party D (hereinafter
referred to as “Party B’s Receipt”, Appendix IV) immediately after Party A issues the aforesaid Party A’s
Receipt, and shall explicitly confirm in such receipt that the repayment obligation of Party A under the Loan Agreement has
been fulfilled.


 


Article 5 Amendment to the Right of
First Refusal Agreement 


 


5.1
All Party A’s obligations under the original Right of First Refusal Agreement  and the power of attorney given to
Party B on voting right shall terminate on the Industrial and Commercial Registration Date, unless otherwise provided for in this
Agreement or unless otherwise specified by the Parties.


 


Article
6 Amendment to the Pledge Contract


 


6.1
The Parties agree that the original Pledge Contract signed by Party A and Party B shall terminate on the date of this Agreement,
and all obligations of Party A under the original Pledge Contract shall also terminate on the date of this Agreement.


 


6.2
The right of pledge enjoyed by Party B with respect to Party A’s equities under the original Pledge Contract shall
terminate on the date the cancellation of the pledge of such equities is registered.


 






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Article
7 Confidentiality


 


Without
the prior consent of the Parties, any 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 one 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 one 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 B, the consent
of Party B shall be obtained).


 


Article
8 Notice


 


8.1
Any notice, request, demand and any other correspondence under or in connection with this agreement shall be made in writing and
shall be sent to the addresses of the Parties first written above.


 


8.2
Any notice hereunder shall be sent by person, prepaid registered air, recognized express service provider or fax to address and/or
number of the other 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
9 Dispute Resolution


 


9.1
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.


 


9.2
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).


 






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Article
10 Supplementary Provisions


 


10.1
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.


 


10.2
Headings of provisions hereof are inserted for reference, and such headings in no event shall be used for or influence interpretation
of provisions hereof.


 


10.3
The formation, validity, interpretation, and performance of the Agreement and the Dispute Resolution in connection herewith shall
be governed by the laws of Hong Kong SAR of the People’s Republic of China.


 


10.4
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.


 


10.5
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 C has obtained necessary authorizations and
approvals.


 


10.6
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 as this Agreement.


 


10.7
This Agreement is made in quadruplicate, with each Party holding one copy, having the same legal effect.


 


10.8
This Agreement shall come into effect as of the date of signature.


 


 


(The
remainder of this page is intentionally left blank)




    	 	6	 



     


    

 


[This page
is intentionally left blank for signature]


This
Agreement is signed by:


Party
A I: Han Meng


[Signature]:


 




    	 	7	 



     


    

 


[This page
is intentionally left blank for signature]


This
Agreement is signed by:


Party
A II: Wenjing Lu


[Signature]:


 




    	 	8	 



     


    

 


[This page
is intentionally left blank for signature]


This Agreement
is signed by:


Party B: Beijing CFO Glory
Technology Co., Ltd.


[Signature]:


 




    	 	9	 



     


    

 


[This page
is intentionally left blank for signature]


This Agreement is signed by:


Party C: Zhongheng Xintai
(Beijing) Asset Management Co., Ltd.


[Signature]:


 




    	 	10	 



     


    

 


[This page
is intentionally left blank for signature]


This Agreement is signed by:


Party D: Shenzhen Newrand
Securities Advisory and Investment Co., Ltd.


[Signature]:


 




    	 	11	 



     


    

 


Appendix I: Notice of Exercise of right
of first refusal


 


Notice of Exercise of right of first
refusal


 


To: Han Meng


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


 


Date: July 25, 2017


 


Dear Han Meng,


 


We hereby, according to the provisions of
the Right of First Refusal Agreement entered into by and among us and other parties, assign Shenzhen Newrand Securities Advisory
and Investment Co., Ltd. to acquire 60% of equity held by you in Zhongheng Xintai (Beijing) Asset Management Co., Ltd. Please complete
any and all procedures required for equity transfer within 30 days upon the date of this notice.


 


Yours sincerely,


 


Beijing CFO Glory Technology Co., Ltd.


(Seal)


 




    	 	12	 



     


    

 


Notice of Exercise of right of first
refusal


 


To: Wenjing Lu


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


 


Date: July 25, 2017


 


Dear Wenjing Lu,


 


We hereby, according to the provisions of
the Right of First Refusal Agreement entered into by and among us and other parties, assign Shenzhen Newrand Securities Advisory
and Investment Co., Ltd. to acquire 40% of equity held by you in Zhongheng Xintai (Beijing) Asset Management Co., Ltd. Please complete
any and all procedures required for equity transfer within 30 days upon the date of this notice.


 


Yours sincerely,


 


Beijing CFO Glory Technology Co., Ltd.


(Seal)


 




    	 	13	 



     


    

 


Appendix II: Equity Transfer Agreement


 


Equity Transfer Agreement


 


This Equity Transfer Agreement (the “Agreement”)
is made in Beijing on July 25, 2017 by and between the following transferor and transferee:


 


Transferor A: Han Meng


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


ID card No.: 110221198010090025


 


Transferor B: Wenjing Lu


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


ID card No.: 320324198109053527


 


Transferee: Shenzhen Newrand Securities
Advisory and Investment Co., Ltd.


Registered Address: Unit 2704,
27/F, Huarong Building, 178 Mintian Road, Futian District, Shenzhen


 


WHEREAS:


 


		1.	Zhongheng Xintai (Beijing) Asset Management Co., Ltd. (the “Target Company”) is a limited
liability company incorporated and validly existing under the laws of the People’s Republic of China. Registered capital
of the Target Company is RMB5,000,000.
		 	 
		2.	The Transferors are the shareholders of the Target Company. The Transferor A holds 60% of equity
in the Target Company. The Transferor B holds 40% of equity in the Target Company. The Transferors have fully paid its capital
contribution in accordance with the laws and regulations.
		 	 
		3.	The Transferors intend to assign all its 100% of equity in the Target Company to the Transferee.



 






    	 	14	 



     


    

 


Therefore, the Transferors and the Transferee
have reached the following agreement through equal consultation:


 


Article
1   Subject of transfer


 


1.1 Under terms and conditions hereof,
the Transferors agree to assign to the Transferee, and the Transferee agrees to accept from the Transferors the equity held by
the Transferors in the Target Company and all rights and interests attached thereto (the “Shareholder’s equity”).


 


Article
2   Consideration for transfer and
payment


 


2.1 Consideration for transfer: the Transferee
shall pay RMB1,800,000 to the account designated by the Transferor A and RMB1,200,000 to the account designated by the Transferor
B (the “Consideration for Transfer”) in the consideration of the Transferors transferring the shareholder’s equity
to the Transferee hereunder.


 


2.2 Payment date: the Transferee 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 Company is
registered with the commercial & industrial authority (the “Completion Date”).As of the completion date, the Transferee
shall undertake all rights and obligations of the Transferors to the Target Company covered by the assigned equity.


 


3.2 The Parties shall take all necessary
acts to assist the Transferee and the Target Company 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.


 


Article
4   Representations and warranty:


 


4.1 The Transferors hereby unconditionally
and irrevocably represent and warrant to the Transferee as follows:


 


4.1.1 The Transferors are 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 Transferee will not be recovered by any third party upon its acceptance of the shareholder’s
equity.


 


4.1.2 The Target Company 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 Company.


 



    	 	15	 



     


    

 


4.1.3 Execution hereof and
completion of transaction contemplated hereunder will neither cause the Transferors 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 Transferors 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 Transferee hereby unconditionally
and irrevocably represents and warrants to the Transferors as follows:


 


4.2.2 Execution hereof and completion of
transaction contemplated hereunder will neither cause the Transferee 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 Transferee 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 A: Han Meng


 


_______________ (Seal)


 




    	 	18	 



     


    

 


(Signature page)


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


 


Transferor B: Wenjing Lu


 


_______________ (Seal)


 




    	 	19	 



     


    

 


(Signature page)


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


 


Transferee: Shenzhen Newrand Securities
Advisory and Investment Co., Ltd.


 


_______________ (Seal)


 




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Appendix III: Receipt of
Party A for the full payment for equity transfer


 


Receipt


 


To: Shenzhen Newrand Securities
Advisory and Investment Co., Ltd.


Date: July 25, 2017


 


I, according to the provisions of the Equity
Transfer Agreement entered into by and between I and Shenzhen Newrand Securities Advisory and Investment Co., Ltd. in July 2017,
have received all the payment for equity transfer, upon which the payment obligations of Shenzhen Newrand Securities Advisory and
Investment Co., Ltd. under the Equity Transfer Agreement have been fully fulfilled.


 


Han Meng (signature)


ID No.: 110221198010090025


 


Wenjing Lu (signature)


ID No.: 320324198109053527


 




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Appendix IV: Receipt of
Party A for the principal of loan


 


Receipt


 


Date: July 25, 2017


 


We, according to the Loan Agreement entered into by and among Beijing CFO Glory Technology Co., Ltd. (“Company”),
Han Meng and Wenjing Lu respectively in 2016 and 2017, have fully refunded the loan, upon which the payment obligations of Han
Meng and Wenjing Lu have been fully fulfilled.


 


Beijing CFO Glory Technology Co., Ltd.

 (Seal)


 




 


22