ENTRUSTMENT AGREEMENT

Party C is a limited liability company registered in China, engaging in Internet culture activities; production of radio and television programs; retail of publications; Internet information services; telecommunication business; technical consultation, technology transfer, technology promotion, technical service and technology development; computer system services; data processing; basic software services; application software services (excluding medical software); conference services; exhibition and demonstration activities; organization of cultural and art exchange activities (excluding performances); design, production, agency and release of advertisements; education consultation; business planning; market research; business management consultation (The enterprise may select business items and carry out business activities at its sole discretion in accordance with law. If the enterprise engages in Internet culture activities, production of radio and television programs, retail of publications, Internet information services, operation of telecommunication business and other items requiring approvals in accordance with law, it may conduct related business activities as approved by the competent authorities after such approval is obtained. The enterprise is not allowed to engage in any item prohibited or restricted by the industrial policies of the municipality having jurisdiction over it) and other businesses. Party B holds 100% of the equity interests of Party C in total (“Party B’s Equity Interests”).

Party A is a foreign-invested enterprise registered in China. Party A and Party C have executed an Exclusive Business Cooperation Agreement on March 17, 2020 (the “Exclusive Business Cooperation Agreement”) and an Exclusive Asset Purchase Agreement on March 17, 2020 (the “Exclusive Asset Purchase Agreement”). Party A, Party B and Party C have executed an Exclusive Equity Option Agreement on March 17, 2020 (the “Exclusive Equity Option Agreement”) and an Equity Pledge Agreement on March 17, 2020 (the “Equity Pledge Agreement”).

Party B intends to authorize Party A or Party A’s designee (s) to exercise the shareholder’s rights that Party B is entitled to as Party C’s shareholder, including voting rights, and Party A intends to accept such entrustment.

Authorization

Party B will, after the execution of this Agreement and upon the request of Party A, shall execute a Power of Attorney (as set forth in Appendix I hereto) to authorize the Trustee as Party B’s sole and exclusive proxy to exercise on behalf of Party B the following rights with respect to all matters concerning Party B’s Equity Interests, including but not limited to the rights (collectively, the “Authorized Rights”) to:

Propose to hold, convene and attend the shareholders’ meeting of Party C or make shareholder’s decisions;

To receive all notices of the convening of shareholders’ meetings and the rules of procedures thereof;

Exercise all the shareholder’s rights and shareholder’s voting rights that Party B is entitled to under the laws of the PRC and the articles of association of the company, including, without limitation, the sale, transfer, mortgage, pledge or disposal of all or part of Party B’s Equity Interests or any or all assets of Party C, and the liquidation of Party C, etc.;

Sell, transfer, pledge or otherwise dispose of any or all of equity interests held by Party B in Party C;

Nominate, elect, appoint or dismiss the legal representative, directors, supervisor, CEO, general manager, finance director and other senior managements of Party C;

Supervise the business performance of Party C; approve annual budget or declaration of dividends of Party C; review the financial information of Party C at any time;

Sign and deliver any written resolutions/decisions and meeting minutes in the name and on behalf of Party B;

Approve the submission of any registration documents by Party C to the competent governmental authorities and the filing of documents to the competent governmental authorities for archival record;

File a shareholder’s lawsuit or take other legal action against a director or senior management of Party C if his or her action damages the interests of Party C and/or Party B;

Approve any amendments to the articles of association of Party C; and

Exercise any other rights granted to Party B by the articles of association of Party C or applicable laws and regulations.

Without prejudice to the generality of the rights granted by this Agreement, the Trustee shall have the right and authorization under this Agreement to perform, on behalf of Party B, the Exclusive Equity Option Agreement, the Equity Pledge Agreement (including any modification, amendment and restatement thereto; collectively the “Transaction Documents”) and all documents to be executed by Party B as contemplated in the Transaction Documents.

All the acts done by the Trustee with respect to Party B’s Equity Interests shall be deemed to be done by Party B and all the documents executed by the Trustee with respect to Party B’s Equity Interests shall be deemed to be executed by Party B. Party B hereby acknowledges and approves such acts and/or documents done or executed by the Trustee.

Party A may sub-delegate and further grant or transfer its rights with respect to the foregoing to any other person or entity in its sole discretion without prior notice to or consent from Party B. In accordance with the requirements (if any) of the PRC law, the Trustee shall appoint a PRC citizen to exercise the aforementioned rights.

Except as otherwise provided in this Agreement or the Transaction Documents, Party A has the right to allocate, use or otherwise dispose of the cash, dividends, bonus and other non-cash proceeds generated from Party B’s Equity Interests pursuant to the oral or written instructions of Party B.

Information Right

Exercise of the Authorized Rights

Party B shall provide appropriate assistance to the Trustee for his exercise of the Authorized Rights, including prompt execution of shareholders’ resolutions or shareholder’s decisions or other relevant legal documents reflecting the Trustee’s decisions with respect to Party C when required (e.g., when the submission of such documents is required for the approval of, registration or filing with governmental authorities).

Party B hereby acknowledges that Party A shall have the right to designate any entity or individual to exercise the Authorized Rights hereunder, without the consent of Party B. When and only when Party A sends a written notice to Party B regarding the replacement of the Trustee, Party B shall designate any other individual designated by Party A to exercise the aforesaid Authorized Rights, and a new power of attorney shall supersede the previous one once executed. Except for the above circumstances, Party B shall not revoke the authorization and entrustment granted to the Trustee.

During the term of this Agreement, if Party B sells or transfers the equity interests in Party C held by it in whole or in part to any third party upon consent of Party A, Party B shall ensure that such third party executes a entrustment agreement prior to the closing of such equity transfer, in form and substance substantially consistent with this Agreement, unless Party A agrees to waive such requirement in writing in advance.

The Trustee shall perform the entrusted obligations lawfully with due care and diligence within the scope of authorization hereunder. Party B shall acknowledge and be liable for any legal consequences arising from the Trustee’s exercise of the aforesaid Authorized Rights.

During the term of this Agreement, if the authorization or exercise of the Authorized Rights hereunder is unenforceable for any reason (except for breach by Party B or Party C), the Parties shall immediately seek an alternative plan as close to the unenforceable provision as possible and, if necessary, enter into supplemental agreement to amend or adjust the provisions herein, so as to ensure the fulfilment of the purposes of this Agreement.

Exemption and Indemnification

The Parties acknowledge that in no circumstance shall Party A be required to be liable to or make any economic or other compensations to other parties or any third party for the Trustee’s exercise of the Authorized Rights hereunder.

Party B agrees to indemnify and hold Party A and the Trustee harmless for and against any and all losses that they have suffered or may suffer due to their exercise of the Authorized Rights hereunder, including but not limited to any losses resulting from any lawsuit, demand, arbitration or claim initiated by any third party against them and administrative investigation or penalty imposed upon them by government authorities, except for any such losses caused by willful misconduct or gross negligence of Party A and/or the Trustee, which shall not be indemnified.

Covenants of Party B

Without the prior written consent of Party A, Party B shall not directly or indirectly participate, be engaged in, involve or own, or use any information obtained from Party A to participate, be engaged in, involve or own, or hold any rights and interests or obtain any benefits in, any business that is the same as or competes or may compete with the business of Party A or its affiliated companies or persons.

If Party B becomes a person without civil action capacity or with restricted civil action capacity as a result of liquidation or other reasons, Party B agrees to and shall procure Party B’s manager or guardian to continue to perform its obligations and enjoy its rights subject to the continuous compliance with the provisions of this Agreement.

Party B hereby covenants that, after the signing of this Agreement, notwithstanding any change in its shareholding percentage in Party C (except that Party B no longer holds any equity interest in Party C), Party B shall authorize Party A to exercise all the shareholder’s rights that Party B holds at Party C.

Party B hereby covenants that, as long as Party B is a shareholder of Party C, this Agreement and the authorization hereunder shall be irrevocable and continuously effective from the date of this Agreement.

Party B hereby covenants that, during the term of this Agreement, Party B hereby waives, and shall not exercise by itself, all the rights granted to Party A through this Agreement with respect to Party B’s Equity Interests

Party B hereby covenants that, all acts conducted by the Trustee in relation to the Party B’s Equity Interests shall be deemed as Party B’s acts, and all documents executed by the Trustee shall be deemed to be executed by Party B, and Party B acknowledges such acts and documents.

Party B hereby covenants that the Trustee(s) is entitled to sub-delegate and further grant or transfer its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to Party B or obtaining Party B’s consent.

Representations and Warranties

Party B represents and warrants as follows:

Party B is a Chinese citizen/limited partnership with full legal capacity, which has full and independent legal status and legal capacity and may act as a subject of litigation independently;

Party B has full power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereby and to consummate such transactions;

This Agreement has been lawfully and duly executed and delivered by Party B and constitutes Party B’s legal and binding obligations, enforceable against it in accordance with its terms;

Party B is the registered and lawful shareholder of Party C as of the effective date of this Agreement. Except for the rights created under this Agreement, the Equity Pledge Agreement and the Exclusive Equity Option Agreement, there is no other encumbrance created on Party B’s Equity Interests. According to this Agreement, the Trustee may completely and fully exercise the Authorized Rights according to the then effective articles of association Party C.

Each of Party A and Party C hereby severally represent and warrant that:

it is a limited liability company duly registered and validly existing in accordance with the laws of China with an independent legal person status, which has full and independent legal status and legal capacity to execute, deliver and perform this Agreement and may act as a subject of litigation independently;

it has full corporate power and authority to execute and deliver this Agreement and all other documents to be executed by it in connection with the transactions contemplated hereby, and to consummate such transactions.

Party C further represents and warrants that Party B is the registered and sole legal shareholder of Party C as of the effective date of this Agreement. According to this Agreement, the Trustee may completely and fully exercise the Authorized Rights according to the then effective articles of association Party C.

Term

This Agreement is executed by the Parties on the date first above written and shall become effective on such date. This Agreement shall continue in effect unless the Parties agree to terminate this Agreement in writing.

During the term of this Agreement, Party A may terminate or rescind this Agreement at its sole discretion upon giving written notice to Party B unconditionally and without any liabilities. Unless otherwise mandatorily required under PRC law, Party B or Party C shall not have the right to terminate this Agreement unilaterally.

If Party B has transferred all equity interests held by it in Party C with the prior written consent of Party A, this Agreement shall be terminated.

GOVERNING LAW AND DISPUTE RESOLUTION

Governing Law

Resolution of Disputes

To the extent permitted by the PRC laws and as appropriate, the arbitral tribunal may award any remedies in accordance with the this Agreement and the applicable PRC laws, including interim or permanent remedies (such as injunctive relief for commercial activities or compulsory transfer of assets), specific performance of contractual obligations, remedies against the equity interests or assets of Party C (including, without limitation, property rights and land assets) and an award ordering the liquidation of Party C. After the effectiveness of the arbitral award, any Party shall have the right to apply to a court of competent jurisdiction for enforcement of such award. To the extent permitted by the PRC laws, any Party shall have the right to have recourse to a court of competent jurisdiction, pending the constitution of the arbitration tribunal or in other appropriate circumstances permitted by law, to seek interim injunctive or other interim relief in support of the arbitration, as a measure for preservation or enforcement of property. In this regard, the Parties agree that, subject to the applicable laws, the courts of Hong Kong, Cayman Islands, the PRC and the place where Party C’s major assets are located shall be deemed to have competent jurisdiction.

During the pending arbitration of any dispute arising from the construction and performance of this Agreement, except for the disputed matter, the Parties shall continue to exercise their respective rights and perform their respective obligations under this Agreement.

Notices

All notices and other communications required or permitted to be given in accordance with this Agreement shall be personally delivered or sent by registered mail, postage prepaid, commercial courier service or facsimile to the addresses designated by the Parties. A confirmation of each notice shall also be sent by email. A notice shall be deemed to have been effectively given:

on the date of delivery or refusal at the mailing address specified for notice, if given by personal delivery, courier service or registered mail, postage prepaid.

on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission), if given by facsimile.

For the purpose of notices, the addresses of the Parties are as follows:

Confidentiality Obligation

Further Warranties

Liability for Breach of Agreement

Miscellaneous

Amendment, Modification and Supplement

Entire Agreement

Headings

Language and Counterparts

Assignment of Rights and Obligations

Severability

Successors

Survival

Any obligations that occur or are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

The provisions of Sections 8, 10, 12 and this Section 13.8 shall survive the termination of this Agreement.

Waiver

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Propose to hold, convene and attend the shareholders’ meeting of the Company or make shareholder’s decisions;

To receive all notices of the convening of shareholders’ meetings and the rules of procedures thereof;

Exercise all the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws of the PRC and the articles of association of the Company, including, but not limited to, the sale, transfer, mortgage, pledge or disposal of all or part of my equity interests or any or all assets of the Company, and the liquidation of the Company, etc.;

Sell, transfer, pledge or otherwise dispose of any or all of equity interests held by me in the Company;

Nominate, elect, appoint or dismiss the legal representative, directors, supervisor, CEO, general manager, finance director and other senior managements of the Company;

Supervise the business performance of the Company; approve annual budget or declaration of dividends of the Company; review the financial information of the Company at any time;

Sign and deliver any written resolutions/decisions and meeting minutes in my name and on my behalf;

Approve the submission of any registration documents to the competent governmental authorities and the filing of documents to the competent governmental authorities for archival record by the Company;

File a shareholder’s lawsuit or take other legal action against a director or senior management of the Company if his or her action damages the interests of the Company and/or me;

Approve any amendments to the articles of association of the Company; and

Exercise any other rights granted to me by the articles of association of the Company or applicable laws and regulations.

Propose to hold, convene and attend the shareholders’ meeting of the Company or make shareholders’ decisions;

To receive all notices of the convening of shareholders’ meetings and the rules of procedures thereof;

Exercise all the shareholder’s rights and shareholder’s voting rights that we are entitled to under the laws of the PRC and the articles of association of the Company, including, but not limited to, the sale, transfer, mortgage, pledge or disposal of all or part of our equity interests or any or all assets of the Company, and the liquidation of the Company, etc.;

Sell, transfer, pledge or otherwise dispose of any or all of equity interests held by us in the Company;

Nominate, elect, appoint or dismiss the legal representative, directors, supervisor, CEO, general manager, finance director and other senior managements of the Company;

Supervise the business performance of the Company; approve annual budget or declaration of dividends of the Company; review the financial information of the Company at any time;

Sign and deliver any written resolutions/decisions and meeting minutes in our name and on our behalf;

Approve the submission of any registration documents to the competent governmental authorities and the filing of documents to the competent governmental authorities for archival record by the Company;

File a shareholder’s lawsuit or take other legal action against a director or senior management of the Company if his or her action damages the interests of the Company and/or us;

Approve any amendments to the articles of association of the Company; and

Exercise any other rights granted to us by the articles of association of the Company or applicable laws and regulations.