Exhibit 4.178


 


Appendix
VI: New Right of First Refusal Agreement (signed by Party B, Party C and Party D)


 


Right
of First Refusal & Cooperation Agreement


 


This
Agreement is concluded and signed on June 21, 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


 


Party
B: Zaisi Cui


 


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


 


ID
card No.: 110223198101272743


 


Party
C: Shenzhen Ganlanren Investment & Management Co., Ltd.


 


Registered
address: Suite 201, Building A, 1 Qianwan First Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen.


 


Legal
representative: Baodong Sun


 


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 C; Party
                                         A presently has become an important partner of Party C;



 


	(2)	In
                                         order to financially aid Party B in the investment in Party C, Party A signed a Loan
                                         Agreement on June 21, 2017 with Party B, providing a loan of RMB 7069.347 to Party
                                         B; Party B uses such loan to become a shareholder of Party C and holds 10% of
                                         the equities of Party C;



 


	(3)	In
                                         order to secure Party C’s payment obligation under the agreements signed thereby
                                         with Party A, Party B signed an Equity Pledge Contract (hereinafter referred to
                                         as the “Pledge Contract”) with Party A on June 21, 2017,
                                         pledging its equities in Party C 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 C held by Party B subject to the satisfaction
                                         of the requirements of laws of China.



 






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The
Parties, in the principles of cooperation in good faith, 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 is no longer director or employee of Party C, or intend to transfer equities
                                         to any person who are not the shareholder), purchase at any time all or part of Party
                                         B’s equities or all or part of the assets owned by Party C 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 or Party C.



 


		2.3	Party
                                         B or Party C (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.



 


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



 






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Article
3 Representations and Warranties


 


Either
Party hereby represents and warrants to the other Parties as follows:


 


		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 represents and warrants to Party A as follows: (1) he/she is a legally registered shareholder
                                         of Party C and he/she has fully paid to Party C its share of the registered capital of
                                         Party C pursuant to the requirements of laws of China; (2) save and except the right
                                         of pledge established under the Pledge Contract, Party C’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 C’s equities to any other
                                         parties.



 


		3.3	Party
                                         C 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 under the Loan Agreement (RMB 7069.347), at any time Party
C’s equities held by Party B or all or part of the assets owned by Party C 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’s equities from Party B and Party C or all or part of the assets owned by Party
C 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 to Party A under the Loan Agreement against the purchase price payable to Party B. When Party A actually
purchases the equities or assets from Party B and Party C 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 C 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 may not:



 


		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 C 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 C to adopt resolutions on payout of dividend.



 


		5.3	After
the signature of this Agreement, Party B (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’s equities, including but not limited to appointment and selection
of directors, general manager and other senior managers of Party C as the authorized representative of Party B at the shareholders’
meeting of Party C. 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 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
C. 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 C under law.



 






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



 


		5.5	If
Party C has demand for fund as required by operation, Party A will, or will arrange a related company to, provide a loan to Party
C in manners permitted by laws. If the loss suffered by Party C 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 performs, 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 to perform corresponding obligations and to hold Party B 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).


 


Article
7 Governing Law and Liabilities for Breach of Contract


 


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


 






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If
wither 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 C have respectively obtained necessary
authorizations and approvals.


 


Article
11 Counterparts


 


This
Agreement is made in triplicate, with Party A, Party B, and Party C 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: Zaisi Cui


 


Signature:


 


Party
C: Shenzhen Ganlanren Investment & Management Co., Ltd.


 


Official
seal:


 


Authorized
representative (signature):


 


 


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