Exhibit 4.10


 


TECHNOLOGY CONSULTING AND SERVICE AGREEMENT


 


THIS TECHNOLOGY CONSULTING AND SERVICE AGREEMENT
(hereinafter referred to as “this Agreement”) is entered into on March 1, 2022 by and between the following two parties:


 


Party A: Fanhua Insurance Sales Service Group
Company


Address:


 


Party B:  Shenzhen Xinbao Investment Management
Co., Ltd.


Address:


 


WHEREAS: 


 


	1.	Party A is a limited liability company duly incorporated in
Guangzhou under the laws of the People’s Republic of China (the “PRC”), a company with capabilities in IT platform
development, digital operations and professional training, and professional teams with expertise in areas such as insurance techniques,
risk consulting, risk assessment and risk management, and rich experience in corporate operations, planning and management;
	 	 
	2.	Party B is a limited liability company duly incorporated in Shenzhen under PRC laws;
	 	 
	3.	Based on their respective industry advantages and needs, Party A and Party B agree to sign a written agreement
to define their rights and obligations with respect to Party A’s providing IT platforms and related services, as well as internal
control consulting to Party B.



 


NOW THEREFORE, both parties, through negotiations,
hereby agree as follows:


 


	1.	Consulting and Service: Sole and exclusive interest



 


		1.1	During the term of this Agreement, Party A agrees to, as the provider of IT platforms, technology and
internal control consulting to Party B, provide the IT platforms, technology and internal control consulting to Party B (the details of
which are set forth in the annex attached hereto). If Party B makes a request and such request is approved by Party A, Party A may furnish
to Party B the consulting and services beyond the scope as set out in the annex below.
	 	 	 
		1.2	Party B agrees to accept the technology consulting and services provided by Party A. Party B further agrees
that, during the term of this Agreement, it will not accept technology consulting and service in relation to the aforesaid business provided
by any third party without the prior written consent of Party A.



 






     


     


    

 


	2.	Calculation and Payment of Technology Consulting and Service Fee (“Consulting Service Fee”)



 


		2.1	Both parties agree that the Consulting Service Fee under this Agreement is calculated and paid in the
manner as set forth in the annex.



 


		2.2	Both parties agree that if Party B requests Party A to provide services not covered in the annex, both
parties may agree upon the sum of the Consulting Service Fee depending on the specific service contents and market conditions.



 


		2.3	Both parties agree to negotiate the specific service contents as well as the calculation and payment method
of the Consulting Service Fee based on market situation and business condition every three months. Appropriate adjustments may be made
if both parties reach an agreement through negotiation.



 


	3.	Intellectual Property Rights



 


		3.1	Party A shall be the owner of copyrights of the IT platforms and other related software, as well as the
intellectual property rights of all research and development results arising from the performance by Party A of this Agreement and/or
other agreements reached by both parties and any rights derived therefrom, including but not limited to, patent application right, copyrights
or other intellectual property rights of the software, technical documents and materials as storage medium and the right to license or
transfer such intellectual properties, etc.



 


		3.2	During the performance of this Agreement, if Party B needs to use Party A’s software programs or
systems, both parties will separately negotiate the scope, method and royalties of relevant software licenses.



 


	4.	Representations and Warranties



 


		4.1	Party A hereby represents and warrants as follows:



 


		4.1.1	Party A is a consulting service enterprise duly incorporated and validly existing under the PRC laws;
	 	 	 
		4.1.2	The execution, delivery and performance of this Agreement by Party A are within its corporate power and
business scope, have been duly authorized by all requisite corporate actions on the part of Party A, which has obtained the necessary
consents or approvals from third parties or government departments, and do not violate the laws and contracts binding upon or influencing
Party A;
	 	 	 
		4.1.3	Once executed, this Agreement will constitute a legal, valid and binding obligation enforceable against
Party A in accordance with its provisions. 



 


		4.2	Party B hereby represents and warrants as follows:



 


		4.2.1	Party B is an investment management company duly incorporated and validly existing under the PRC laws;
	 	 	 
		4.2.2	The execution, delivery and performance of this Agreement by Party B are within its corporate power and
business scope, have been duly authorized by all requisite corporate actions on the part of Party B, which has obtained the necessary
consents or approvals from third parties or government departments, and do not violate the laws and contracts binding upon or influencing
Party B;
	 	 	 
		4.2.3	Once executed, this Agreement will constitute a legal, valid and binding obligation enforceable against
Party B in accordance with its provisions.



 






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	5.	Confidentiality



 


		5.1	Each party agrees to make full endeavors and take all reasonable measures to keep confidential the confidential
data and information of the other party made available to or given access to it in the course of providing or accepting consultancies
and services (collectively “Confidential Information”). Neither party shall disclose, give or transfer any such Confidential
Information to any third party without other party’s prior written consent. Upon termination of this Agreement, each party shall
return to the other party or destroy all documents, materials or software at other party’s option, delete any Confidential Information
from all related memory devices and cease using such Confidential Information.



 


		5.2	Both parties agree and acknowledge that any and all oral or written materials exchanged pursuant to this
Agreement are of a confidential nature. Each party shall keep confidential all such documents and not disclose any such documents to any
third party without prior written consent from the other party, but the above confidentiality obligations shall not apply to the information
which: (a) is or becomes or will be or become publicly available (through no fault of the recipient); (b) is disclosed under
requirement of applicable laws or stock exchange’s rules or regulations; or (c) is disclosed by either party to its legal or
financial consultant with respect to the transaction contemplated under this Agreement, who shall also undertake the confidential obligations
similar to those as stated hereof. Any breach of confidentiality obligations by any of the personnel of either party or of the institutions
engaged by it shall be deemed as a breach hereof by such party, and such party shall undertake the defaulting liabilities under this Agreement.



 


		5.3	Both parties agree that this Article 5 shall survive the invalidity, change, cancellation, termination
or unenforceability of this Agreement



 


	6.	Indemnity



 


Party B shall indemnify and hold harmless Party
A from and against any loss, damage, liability or expenses arising from any litigation, claims or other requests made against Party A
arising from or out of or caused by the contents of consultancies and services requested by Party B.


 


	7.	Effective Date and Term



 


		7.1	This Agreement shall be signed or sealed and go into effect as of the date first above written.



 


		7.2	The term of this Agreement shall be one (1) year unless prematurely terminated in accordance with
the provisions of this Agreement or other agreements entered into by both parties.



 


		7.3	Subject to a mutual written consent between both parties, this Agreement may be extended upon its expiration,
and the extension thereof is to be agreed upon by both parties. If both parties fail to reach an agreement on such extension, this Agreement
shall be extended for one (1) year automatically upon its expiration (including expiration of any extension), unless Party A gives
a written notice about not extending the term of this Agreement prior to expiration.



 


		7.4	During the terms set forth in Articles 7.2 and 7.3 hereof, if either party is terminated upon expiry of
its duration (including any extension thereof) or for any other reason, this Agreement shall be terminated upon termination of such party,
unless such party has already assigned its rights and obligations in accordance with Article 13 hereof.



 






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	8.	Termination



 


		8.1	Termination upon Expiration. This Agreement shall be terminated on its expiry date, unless it is
extended in accordance with its relevant provisions.



 


		8.2	Premature Termination. During the term of this Agreement, Party B shall not terminate this Agreement,
unless Party A is involved in any gross negligence, fraud or other illegal acts or goes bankrupt. Notwithstanding the foregoing, Party
A may terminate this Agreement at any time upon prior thirty (30) days written notice to Party B. During the term of this Agreement,
if Party B breaches this Agreement and fails to cure its breach within fourteen (14) days upon receipt of Party A’s written
notice regarding such breach, Party A may inform Party B in writing to terminate this Agreement.



 


		8.3	Survival. The rights and obligations of both parties under Articles 5, 10 and 12 shall survive
the termination of this Agreement.



 


	9.	Governing Law



 


The performance, interpretation, construction
and enforceability of this Agreement shall be governed by the PRC laws.


 


	10.	Settlement of Disputes



 


Any dispute arising in connection with the interpretation
and performance of the provisions of this Agreement shall be settled by both parties in good faith and through amicable negotiations.
In case no settlement can be reached by both parties within thirty (30) days after either party makes a request for dispute resolution
through negotiations, either party may refer such dispute to China International Economic and Trade Arbitration Commission (“CIETAC”)
for arbitration in accordance with CIETAC’s arbitration rules then in effect. The seat of arbitration shall be Beijing and language
of proceedings shall be Chinese. The arbitral award shall be final and binding upon both parties.


 


	11.	Force Majeure



 


		11.1	An Event of Force Majeure means any event that is beyond the reasonable control of either party and unavoidable
or unpreventable after it gives due attention, including, but not limited to, government act, act of God, fire, explosion, storm, flood,
earthquake, tide, lightning or war, but insufficiency of credit standing, funds or financing shall not be deemed to be beyond the reasonable
control of either party. The party seeking the exemption from its liabilities under this Agreement owing to an Event of Force Majeure
shall, without undue delay, inform the other party of such exemption and the steps needing to be taken to perform its liabilities.



 


		11.2	Should the performance of this Agreement be delayed or hindered due to any Event of Force Majeure as defined
above, the prevented party shall not be liable therefor only to the extent being delayed or hindered. The prevented party shall take suitable
measures to lower or eliminate the impact of such Event of Force Majeure, and make endeavors to resume the performance of the obligations
delayed or hindered by Event of Force Majeure. Both parties agree to make their best efforts to continue to perform this Agreement once
the Event of Force Majeure is eliminated.



 


	12.	Notices



 


Any notice or other communications required to
be given by either party pursuant to this Agreement shall be written in English or Chinese and delivered to the address(es) of the other
party (ies) by hand delivery, registered mail or postage prepaid mail, or a recognized courier service or facsimile transmission. Such
notice shall be deemed to be received: (a) if by hand delivery, on the date of delivery; (b) if by mail, on the tenth (10th) day
after the date of posting (as indicated on the postmark) of air registered mail (postage prepaid), or if by courier service, on the fourth
(4th) day after being delivered to an internationally recognized courier service; or (c) if by fax, at the receiving
time as indicated in the transmission confirmation of relevant document.


 






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	13.	Assignment



 


		13.1	Party B shall not assign any of its rights or obligations under this Agreement to any third party without
the prior written consent of Party A.
	 	 	 
		13.2	Party B hereby agrees that Party A may, at its own discretion, assign any of its rights and obligations
under this Agreement to a third party without Party B’s consent, but such transfer shall be notified in writing to Party B.



 


	14.	Entire Agreement



 


Notwithstanding Article 7.1 hereof, both parties
acknowledge that once this Agreement becomes effective, it shall constitute the entire agreement and understanding between both Parties
with respect to the subject matter hereof and supersedes all prior oral and/or written agreements and understandings reached by both parties
with respect to the subject matter hereof.


 


	15.	Severability



 


Should any provision of this Agreement be held
invalid or unenforceable by applicable law, such provision shall be invalid or unenforceable only to the extent of such invalidity or
unenforceability without invalidating or rendering unenforceable the remainder of this Agreement.


 


	16.	Amendment and Supplement



 


This Agreement may be amended or supplemented
by a written instrument. All amendments and supplements to this Agreement duly signed by both parties shall form an integral part of this
Agreement and have the same legal effect as this Agreement.


 


	17.	Counterparts



 


This Agreement is executed in two originals, with
each party holding one. Both originals have the same legal effect.


 


IN WITNESS WHEREOF, both parties hereto have caused
this Agreement to be duly executed by their legal representatives and duly authorized representatives as of the date first above written.


 


[No text below]


 






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[Signing page]


 


IN WITNESS WHEREOF, legal representatives
or authorized representatives of Party A and Party B have executed this Agreement as of the date as first above written.


 


Party A: Fanhua Insurance Sales Service Group
Company


 


	Chop: 	[Chop affixed]	 
	Signature:  	/s/ Pengfei Ji	 



 


Party B: Shenzhen Xinbao Investment Management
Co., Ltd.


 


	Chop: 	[Chop affixed]	 
	Signature:  	/s/
Shuangping Jiang	 


 




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Annex: Scope of technology consulting and services
and calculation and payment method of consulting service fee 


 


		(1)	Scope
of consulting and services, and calculation of consulting service fee


 


	Service Scope	 	Basis for pricing	 	Calculation standard	 
	Internal control consulting fee	 	To be charged at a percentage of sales revenue	 	 	               5	%
	Training fee	 	To be charged at a percentage of sales revenue	 	 	5	%




 


		(2)	Payment
method


 


	 	1.	Party A shall prepare, on a quarterly basis, a written settlement list of the service details provided to Party B and deliver it to Party B in written form. Party B shall examine and confirm such settlement list. 


 


	 	2.	Party B shall pay the consulting service fee to the account designated by Party A within the payment term indicated on Party A’s settlement list. 


 


	 	3.	For the other services requested by Party B, the fees are to be agreed upon by both parties. 


 


 


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