SHARE PURCHASE AGREEMENT ON KONGJIAN ZHIHUI DECORATION (BEIJING) CO., LTD. October 10, 2023

A.

Kongjian Zhihui Decoration (Beijing) Co., Ltd., a limited liability company incorporated and existing under the PRC Laws, with its Unified Social Credit Code being 91110102562106843T and having its registered address at #901-96 (Cluster Registration), 9/F, Building ▇▇. ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (“Target Company”);

B.

H iKongjian Co., Limited, a limited liability company incorporated and existing under the laws of Hong Kong, PRC (“Transferor”); and

▇.

▇▇▇▇▇ Meijia Technology (Zhejiang) Co., Ltd., a limited liability company incorporated and existing under the PRC Laws, with its Unified Social Credit Code being 91330100MAC41WCQ4C and having its registered address at Room ▇▇▇▇, ▇▇/▇, ▇▇▇▇▇▇▇▇ Building, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (“Purchaser”),

1.

The Group Companies (as defined below) mainly engage in the business of home renovation and furnishing; as of the Signing Date of this Agreement, the registered capital of the Target Company is RMB6,946,314, of which, the paid-in capital is RMB6,630,257, and the shareholding structure of the Target Company is set forth in Schedule C. The Transferor holds 7.1092% equity in the Target Company (corresponding to registered capital of RMB493,827 of the Target Company);

2.

The Purchaser proposes to acquire 100% equity in the Target Company held by the existing shareholders of the Target Company (the “Acquisition Transaction”), and the Transaction (as defined below) is part of the Acquisition Transaction. The Transferor proposes to sell to the Purchaser and the Purchaser is willing to accept the transfer of 7.1092% equity in the Target Company (corresponding to registered capital of RMB493,827) directly held by the Transferor free from any encumbrance in accordance with the terms and conditions of this Agreement.

3.

Concurrently with the execution of this Agreement, shareholders of the Target Company other than the Transferor will enter into the transaction documents relating to transactions where such shareholders transfer all their equity in the Target Company to the Purchaser (the “Remaining Share Transaction”) (including but not limited to a share transfer agreement and other documents required in such agreement; collectively, the “Remaining Share Transaction Documents”) with the Purchaser and relevant parties, which shall specify that the Purchaser will purchase the equity in the Target Company held by relevant shareholders.

1.1

Definitions of Certain Terms

1.2

Interpretation and Rules of Construction

1.2.1

Any reference to article, schedule, appendix, recital, preamble or text herein shall mean the article, schedule, appendix, recital, preamble or text of this Agreement, and such article, schedule, appendix, recital, preamble or text shall be deemed an integral part of this Agreement;

1.2.2

The headings and titles herein are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement in any way;

1.2.3

When used herein, the word “including” shall be deemed to be followed by “but not limited to”;

1.2.4

Laws defined or mentioned in this Agreement or any agreement or document

1.2.5

Any reference to any agreement, instrument or other document herein shall mean such agreement, instrument or other document as may be amended, revised or supplemented from time to time;

1.2.6

Any reference to any Person shall also include its permitted assigns and successors; any reference to a company shall include any of its branches; and

1.2.7

When used herein, “hereof”, “herein” , “hereunder” and other words of similar meaning shall refer to the whole Agreement, instead of any provision of this Agreement.

2.1

Share Transfer

2.1.1

Subject to this Agreement, the Transferor agrees to transfer and sell 7.1092% equity in the Target Company (corresponding to registered capital of RMB493,827) (“Shares”) held by it to the Purchaser at the Transfer Consideration agreed in Article 3.1 (the “Transaction”).

2.1.2

The Transferor acknowledges and agrees that the Shares transferred to the Purchaser shall be free from any Encumbrance, that the Purchaser shall obtain all rights, titles and interests in and to the Shares upon Closing, and that the ownership of the Shares and any rights and interests in connection with or arising from such ownership shall be transferred to the Purchaser from the Transferor upon Closing, and vested in the Purchaser thereafter. The Transferor hereby agrees to waive any of its liquidation preference or similar arrangement under the shareholder agreement or similar agreement of the Target Company.

2.1.3

The Parties acknowledge and agree that the Transaction is part of the Acquisition Transaction, and therefore (1) the Purchaser intends to purchase all the Shares in whole, and unless the Purchaser otherwise agrees in writing, the Transferor may not transfer the Shares in part. And if the Transferor fails to complete the transfer of the Shares in whole, the Purchaser shall have the right to terminate the Transaction and/or this Agreement; and (2) where other shareholders of the Target Company fail to complete the Remaining Share Transaction, or any share transfer transaction under the Remaining Share Transaction is terminated, the Purchaser shall have the right to terminate the Transaction and/or this Agreement. For the avoidance of doubt, the foregoing shall not prejudice other rights of the Purchaser hereunder.

2.2

Anti-monopoly Notification

3.1

Transfer Consideration

3.1.1

It is agreed that, subject to the terms and conditions agreed herein, the transfer price for the Shares will be USD12,670,000 (“Transfer Consideration”). The Purchaser shall pay the Transfer Consideration to the Transferor in accordance with Article 3.2 hereof.

3.1.2

For the avoidance of doubt, the Transfer Consideration shall be a Tax-inclusive price (inclusive of the income Tax, stamp duty, etc. payable by the Transferor for the Transaction), that is, except the stamp duty payable by the Purchaser for the Transaction, the Purchaser will not bear any additional Taxes for the Transaction.

3.1.3

The Parties acknowledge that, where the Target Company converts capital reserves of the Target Company to increase its registered capital before the Closing, the Purchaser will still acquire the equity of the same proportion in the Target Company after the Closing, with the capital contribution amount corresponding thereto increasing to the same extent, provided that the amount of the Transfer Consideration due to the Transferor shall remain the same.

3.2

Payment of Transfer Consideration

3.2.1

The Purchaser shall pay the balance of the Transfer Consideration net of the Taxes and fees to the bank account designated in the payment notice issued by the Transferor under Article 4.1.12, on the Closing Date and after the completion of withholding relevant Taxes and fees in accordance with Article 3.3.

3.2.2

The Transferor agrees and acknowledges that (1) the payment period applicable to the Purchaser shall be extended accordingly and it shall not be deemed as a breach by the Purchaser under the Transaction Documents and the Remaining Share Transaction Documents, if, due to foreign exchange regulatory requirements, the Purchaser makes such payment beyond the payment period set forth in the Transaction Documents and/or the Remaining Share Transaction Documents or is late in making such payment; and (2) if the conditions precedent to payment for the transaction hereunder fail to be satisfied due to regulatory reasons of the Governmental Authority, then the Parties shall negotiate a resolution amicably (including but not limited to adjusting the arrangement for the Transaction hereunder), so as to facilitate the consummation of the Acquisition Transaction.

3.2.3

The Transferor shall make written confirmation to the Purchaser on the date when it receives the Transfer Consideration from the Purchaser.

3.3

Withholding of Taxes

3.3.1

The Purchaser will withhold and pay the relevant PRC income Tax on property transfer payable by the Transferor with respect to the Transaction and declare the corresponding PRC stamp duty on behalf of the Transferor, under applicable PRC

3.3.2

Subject to the cooperation by the Target Company and the Transferor as aforesaid, the Purchaser shall complete the Tax declaration and withholding formalities set forth in Article 3.3.1 within the period of withholding obligation under the Tax Laws, provided that it shall not be deemed as a breach of contract by the Purchaser if such period is extended due to taxation regulatory reason, in which case, the Parties shall negotiate a solution amicably. The Transferor shall solely declare and pay other Taxes payable by it in connection with the Transaction other than the income Tax and stamp duty.

4.1

Conditions Precedent to Payment

4.1.1

Anti-monopoly Notification. The competent anti-monopoly Governmental Authority has approved the Anti-monopoly Notification for the Acquisition Transaction unconditionally or conditionally.

4.1.2

Execution of Transaction Documents. The Transaction Documents and the Remaining Share Transaction Documents have been duly executed and delivered to the Purchaser, which remain valid at the Closing Date.

4.1.3

Representations, Warranties and Undertakings. The representations and warranties of the Transferor herein (including but not limited to those in Article 6 and Schedule D-1) shall be authentic and accurate when made and as of the Closing Date (with the same force and effect as if made on that date). The undertakings and covenants to be performed by the Transferor and its nominee (if any) on or before the Closing Date as provided hereunder shall have all been performed.

4.1.4

No Suit or Action. There is no existing or threatened Action brought by any Governmental Authority or any other Person against any party to the Transaction Documents and the Remaining Share Transaction Documents, which may restrict, impede or prohibit the transactions under the Transaction Documents and the Remaining Share Transaction Documents or cause Material Adverse Effect on the conditions for the transactions under the Transaction Documents.

4.1.5

No Specific Government Order. No Governmental Authority has enacted, promulgated, administered or adopted any Laws or Government Order which will render the transactions contemplated under the Transaction Documents and the Remaining Share Transaction Documents illegal or otherwise restrict or prohibit such transactions.

4.1.6

No Material Adverse Effect. There is no change or event which has Material Adverse Effect on the Group Companies or their business, finance, assets, Liabilities, prospects or operation status, or other event or fact that will cause or can be reasonably expected to cause any Material Adverse Effect.

4.1.7

External Approval, Waiver and Notice. All consents, approvals, waivers and notices (if any) required for the Parties’ execution and delivery of the Transaction Documents and the Remaining Share Transaction Documents and completion of the transactions under the Transaction Documents and the Remaining Share Transaction Documents have been obtained or completed, and remain in full force and effect.

4.1.8

Internal Approval. The shareholders’ meeting and the board of directors of the Target Company have adopted written resolution/decision to: (i) approve the execution and performance of the Transaction Documents and the Remaining Share Transaction Documents, and all shareholders have waived their right of first refusal, liquidation preference, co-sale right, veto right and any other rights which may affect the Acquisition Transaction, (ii) adopt a new articles of association of the Target Company to the satisfaction of the Purchaser, and (iii) remove the current legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company except that the Founder ▇▇▇▇ ▇▇▇ will continue serving as a director of the Target Company (collectively the “Resigned Personnel Filed with AIC”) and elect new legal representative, other directors, supervisors, managers, enterprise contact persons and chief financial officer of the Target Company appointed by the Purchaser (collectively the “New Personnel Filed with AIC”), and (iv) approve cancellation of options and termination of all employee incentive plans.

4.1.9

Internal Approval of Transferor. The Transferor has duly adopted and submitted to the Purchaser written resolutions of the shareholders’ meeting and the board of directors approving the execution and performance of the Transaction Documents.

4.1.10

Completion of Payment of Individual Income Tax and Stamp Duty. All individual shareholders of the Target Company (i.e. ▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇) have completed the declaration and made full payment of the individual income Tax and the stamp duty with and to the competent PRC Tax authority with respect to the full Transfer Consideration for transfer of their respective equity in the Target Company, and the Purchaser has received the photocopies of the corresponding supporting materials on Tax payment (including

4.1.11

Completion of Change Registration and Filing with Governmental Authority. The Target Company has completed the change registration and filing with the Administration for Market Regulation, the Commerce Department and foreign exchange administration or its authorized banks with respect to the transfer of equity in the Target Company under the Transaction Documents and the Remaining Share Transaction Documents (excluding the relevant Transaction Documents with respect to the transfer of equity in the Target Company to the Purchaser executed by and between the Purchaser and Beijing ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Enterprise Management Center (Limited Partnership), Beijing Chengke Zhongying Enterprise Management Center (Limited Partnership), Beijing Dongfeng Yilin Investment Consulting Partnership (Limited Partnership), Beijing Dongfeng Yiyuan Investment Management Center (Limited Partnership), and the Target Company has provided the corresponding supporting documents (including but not limited to the updated business license and foreign exchange business registration certificate, etc.) to the Purchaser, including: (i) registering the Purchaser as shareholder and owner of relevant equity in the Target Company, (ii) completing the filing with the Administration for Market Regulation with respect to the resignation of the Resigned Personnel Filed with AIC and the appointment of the New Personnel Filed with AIC; (iii) the new articles of association of the Target Company has been filed with the Administration for Market Regulation; (iv) the Target Company has submitted a foreign investment information report to the Commerce Department with respect to such transactions; and (v) the Target Company has completed the change registration for foreign exchange basic information through a bank authorized by the foreign exchange administration and obtained the foreign exchange business registration certificate, with respect to such transactions.

4.1.12

Payment Notice. The Transferor has given a payment notice to the Purchaser stating the information of the beneficiary account and the amount of the Transfer Consideration.

4.1.13

Remaining Share Transaction. The payment conditions agreed under the Remaining Share Transaction Documents (excluding the relevant Transaction Documents with respect to the transfer of equity in the Target Company to the Purchaser executed by and between the Purchaser and Beijing ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Enterprise Management Center (Limited Partnership), Beijing ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Enterprise Management Center (Limited Partnership), Beijing Dongfeng Yilin Investment Consulting Partnership (Limited Partnership), Beijing Dongfeng Yiyuan Investment Management Center (Limited Partnership)) have all been satisfied or waived in writing by the Purchaser.

4.1.14

Closing Certificate. The Transferor has submitted a certificate on the satisfaction of the Closing conditions in form and substance set forth in Schedule F to the Purchaser certifying that all conditions precedent to payment in this Article 4.1 have been satisfied.

5.1

Closing

6.1

In order to procure and as condition to the Purchaser’s execution of this Agreement, the Transferor hereby makes all representations and warranties set forth in Schedule D-1 to the Purchaser and ensure that such representations and warranties are authentic, complete and accurate, and not misleading in any respect, from the Signing Date of this Agreement to the Closing Date.

6.2

Any representations and warranties made and submitted by the Transferor under and in accordance with this Agreement shall survive the Closing.

8.1

Non-solicitation or No Negotiation

8.1.1

Without prior written consent of the Purchaser, the Transferor shall not, and shall procure any of its Affiliates, officers, directors, representatives or agents not to:

(a)

solicit, initiate, consider, encourage or accept any proposal or offer made by any Person on: (A) any investment in any of the Group Companies (whether by equity or debt); (B) purchase or otherwise acquisition of equity, assets or business of any of the Group Companies in whole or in part; (C) merger, consolidation or other form of business amalgamation with or into any of the Group Companies or its business; or (D) recapitalization, asset reorganization, restructuring, or other transactions not in the normal course of business, which involves or otherwise relates to any of the Group Companies; or

(b)

enter into any agreement, memorandum, letter of intent or similar legal instruments, participate in any discussion, talk, negotiation or other form of communication, or provide other Persons with information, or in any way cooperate, assist or participate in, facilitate or encourage any other Person to make any effort or attempt, in each case, with respect to any of the matters stated above.

8.1.2

Unless otherwise agreed by the Purchaser in writing, the Transferor and/or any of its Affiliates, officers, directors, representatives or agents shall immediately cease or procuring the termination of all existing discussions, talks, negotiations and other forms of communication with any other Persons to date with respect to transactions identical, close or similar to those contemplated hereunder. If any Person makes any proposal or offer for transactions identical, close or similar to those contemplated hereunder, or any attempt or other contact for the foregoing, the Transferor shall immediately notify the Purchaser, with reasonable details on the identity of the Person making such proposal, offer, attempt or contact, and the terms and conditions thereof.

8.2

Use of Name

8.3

Confidentiality

8.3.1

Confidential Information

(a)

The Parties shall keep confidential the fact that the Parties enter into the Transaction Documents, the terms of Transaction Documents, and Trade Secret

(b)

The Purchaser agrees that after the execution of this Agreement, except for the purpose of facilitating the performance of its obligations hereunder, it shall, and shall procure its Affiliates and their respective directors, officers, employees, accountants, consultants, representatives and agents to keep confidential all the Confidential Information.

(c)

Such restriction shall not apply to any information which: (i) is already known to the public at the time of disclosure, and enters the public domain other than as a result of breach of this Agreement by the information receiving Party; (ii) is disclosed with prior written consent of the other Party; (iii) is disclosed by a Party to its Affiliates, directors, officers, employees, accountants, consultants, representatives and agents who have agreed to perform the duty of confidentiality, for the purpose of performing the transactions contemplated under the Transaction Documents; (iv) is legally obtained by the receiving Party from any third party subsequently; or (v) is disclosed by a Party according to the requirements of any Governmental Authority or regulator having jurisdiction over it (including but not limited to the stock exchanges as well as the financial regulators in Hong Kong or the United States). For the avoidance of doubt, the Purchaser may make appropriate disclosure by filing a Form 6-K with the U.S. Securities and Exchange Commission, publishing an announcement on the website of The Stock Exchange of Hong Kong Limited, and in its annual report, interim report, results announcement or similar documents, and attach this Agreement as an appendix to its annual report.

8.3.2

Press Release

8.4

Waiver and Exemption

9.1

Liabilities for Breach of Contract

9.1.1

The Transferor shall indemnify, defend and hold the Purchaser (acting on its own behalf or on behalf of every other Purchaser’s Indemnitee, so that the Purchaser and every other Purchaser’s Indemnitee will be indemnified, regardless of whether they are a Party hereto or not) harmless from and against any damages, losses, claims, suits, demands for payment, judgments, settlements, Taxes, interest, costs and expenses (including but not limited to the fees and reimbursements paid to attorneys and consultants, or compensation and indemnity paid by it to any third party (including its Affiliates, directors and employees), including the part of losses incurred by the Group Companies that is borne directly or indirectly by the Purchaser) (“Losses”) suffered, sustained or incurred by the Purchaser and/or (if the Closing takes place) the Group Companies (be it a third party claim, claim between the Parties hereto or any other claim) against the foregoing or its or their Affiliates, directors, partners, shareholders, employees, agents and representatives (“Purchaser’s Indemnitees”) directly or indirectly arising out of or in connection with:

(a)

Breach of any of its representations, statements or warranties under the Transaction Documents by the Transferor; and

(b)

Breach of any of its undertakings or obligations under the Transaction Documents by the Transferor.

9.1.2

In particular:

(a)

if the Acquisition Transaction is terminated due to the Transferor’s breach of any of its representations, statements or warranties, or undertakings or obligations under the Transaction Documents, the Transferor shall bear all Taxes, costs and expenses arising from the Acquisition Transaction.

(b)

the Transferor shall indemnify the Purchaser’s Indemnitees against any Losses arising from any penalties imposed on the Purchaser’s Indemnitees by the Tax authority caused by the Transferor’s failure to timely cooperate in providing relevant documents and information required for the Purchaser’s completion of the withholding formalities in breach of Article 3.3 hereof.

9.1.3

Subject to Articles 3.2.2 and 5.1 hereof, where the Purchaser fails to pay the Transfer Consideration to the Transferor when due, then for each day in delay, the Purchaser shall pay the Transferor liquidated damages at 0.05% of the amount of the unpaid Transfer Consideration, and if such payment is overdue for more than sixty (60) business days, then in the absence of breach of contract by the Transferor, the Transferor shall have the right to unilaterally terminate this Agreement.

9.1.4

It is agreed that if the Purchaser’s Indemnitees have incurred Losses set forth in Article 9.1.1 or Article 9.1.2, then unless otherwise agreed herein, the Purchaser and/or its Affiliates shall have the right to directly deduct the amount of compensation and indemnity payable by the Transferor to the Purchaser’s Indemnitees from the corresponding payment or other amounts payable to the Transferor by the Purchaser and/or its Affiliates.

9.1.5

The Transferor shall not claim on any ground and in any way any right or recovery against the Group Companies with respect to any compensation or indemnity made

9.1.6

For the avoidance of doubt, all remedies provided hereunder are not mutually exclusive and, therefore, can be applied concurrently. The exercise of remedies provided hereunder shall not preclude any other rights or remedies available to the Parties under the Laws or other documents.

10.1

Under any of the following circumstances, this Agreement may be terminated prior to the Closing:

10.1.1

The Parties unanimously agree in writing to terminate this Agreement;

10.1.2

Either Party hereto may terminate this Agreement by giving a written notice to the other Parties, if any Governmental Authority promulgates any Laws, issues any order, decree or ruling or takes any other legal actions to restrict, stop or otherwise prohibit the transactions under the Transaction Documents, or render it illegal or impossible to consummate the transaction under the Transaction Documents, and such order, decree or ruling or other legal actions are final, unactionable, unappealable and not eligible for application for reconsideration;

10.1.3

Unless otherwise agreed by the Parties, to the extent that the Transferor and the Group Companies provide information and materials required for the Anti-monopoly Notification to the Purchaser in accordance with Article 2.2, the Purchaser may terminate this Agreement by giving a written notice to the other Parties, if the competent Governmental Authority does not make a review decision of unconditional approval or conditional approval of the Anti-monopoly Notification for the Acquisition Transaction within 420 days (or 510 days, if the competent Governmental Authority raises any competition concern in the review of the Anti-monopoly Notification) from the execution of this Agreement; and

10.1.4

The Purchaser may terminate this Agreement by giving a written notice to the other Parties, which shall indicate the effective date of termination, if:

(a)

any of the representations and warranties of the Transferor set forth in any Transaction Document is inauthentic, inaccurate, misleading or has omission;

(b)

any event or circumstance takes place which causes or can be reasonably expected to cause any Material Adverse Effect;

(c)

the Transferor materially breaches the covenants, undertakings or obligations under any Transaction Document, which has not been cured within twenty (20) days after the Purchaser gives a written demand to do so; or

(d)

within 600 days after the Signing Date, the conditions precedent to the payment of the Transfer Consideration set forth in Article 4.1 are not all satisfied or waived in writing by the Purchaser (other than those to be satisfied on the Closing Date in accordance with this Agreement). For the avoidance of doubt,

10.2

The Purchaser shall have the right to terminate this Agreement by giving a written notice to the other Parties, where the Remaining Share Transaction is not completed due to reasons of the other shareholders of the Target Company, or any share transfer transaction in the Remaining Share Transaction is terminated.

10.3

For the avoidance of doubt, the right to early terminate this Agreement of the Purchaser as stated above shall be in addition to any other remedies available to it, and such termination shall neither exempt any obligation of the other Parties accrued up to the date of termination of this Agreement, nor exempt the other Parties’ liability for compensating for the losses of the non-breaching Party arising from their breach of this Agreement or other Transaction Document.

10.4

Effect of Termination of Agreement

10.4.1

the Purchaser is not required to pay any outstanding amount to the Transferor from the date of termination of this Agreement;

10.4.2

all costs, expenses and Taxes arising from the transactions hereunder shall be severally or jointly borne by the Party at fault for the termination in accordance with Article 10.1, or to the extent that no Party is at fault, be borne equally by the Transferor on one part and the Purchaser on the other part with respect to the corresponding Taxes (if any) and by the Parties respectively with respect to the corresponding costs and expenses; and

10.4.3

After this Agreement is terminated in accordance with Article 10.1, all rights and obligations of the Parties hereto under this Agreement shall terminate, and the Parties hereto shall refund such consideration or surrender such equity (if applicable) as obtained from the other Party hereunder within thirty (30) business days after the termination of this Agreement on the principles of fairness, reasonableness and good faith, having them reinstated to the state at the time of the execution of this Agreement (and for the avoidance of doubt, only with respect to the surrender of equity, such period shall mean the period for the completion of filing a registration change request for equity transfer, provided, however, that failure to make such filing within such period shall not be deemed as a breach if it is caused by refusal of cooperation by the existing shareholders or approval of the Governmental Authority). A Party shall have no claim against the other Parties under this Agreement or for the termination of this Agreement, other than the liabilities under Article 9 (Breach of Contract and Indemnification). Article 1 (Definitions and Interpretation), Article 8.2 (Use of Name), Article 8.3 (Confidentiality), Article 10.4 (Effect of Termination of Agreement) and Article 12 (Miscellaneous) shall survive the termination of this Agreement.

11.1

A Party hereto shall not be liable for its non-performance or partial performance of this Agreement directly caused by earthquake, typhoon, flood, fire, epidemic, war, riot, hostility, public unrest, strike and any other force majeure event that is unpredictable, unpreventable and inevitable to or by the affected Party (“Force Majeure”), provided that, such affected Party shall immediately give a written notice to the other Parties by fax or personal delivery without delay, and shall provide the other Parties with details of the Force Majeure event, explaining the reasons for its non-performance, partial performance or delay in performance, within fifteen days upon the said written notice.

11.2

Where the Party claiming Force Majeure fails to notify the other Parties and provide appropriate proof as stated above, such Party shall not be exempted from the liability for its failure to perform the obligations hereunder. The affected Party shall make reasonable efforts to mitigate the consequences of such Force Majeure, and resume performance of all relevant obligations as soon as possible after the termination of such Force Majeure. The affected Party shall be liable to other Parties for its failure to resume performance of relevant obligations after the disappearance of the reason for temporary exemption of such obligations due to Force Majeure.

11.3

In case of any Force Majeure, the Parties shall immediately discuss with each other to reach a fair solution, and make every reasonable effort to mitigate the consequence of such Force Majeure as much as possible.

12.1

Short-form Agreement

12.2

Taxes and Fees

12.3

Notice

12.3.1

All notices and other communications required or given hereunder shall be sent to the address of the Party concerned set forth in Schedule E by personal delivery, registered mail, postage prepaid, commercial courier service, or email. Such notices shall be deemed validly served: (i) on the date of dispatch or rejection, if sent by personal delivery, courier service, or registered mail, postage prepaid and addressed to the address for notice, and (ii) when such email arrives in the email system of the attention, if sent by email.

12.3.2

Any change by a Party (“Changing Party”) to the said correspondence address or notification method shall be notified by the Changing Party to the other Parties within seven (7) days upon such change. If the Changing Party fails to make timely notice as agreed, the Changing Party shall bear any losses caused thereby.

12.4

Entire Agreement

12.5

Severability

12.6

Waiver

12.7

Assignment and Succession

12.8

Effectiveness

12.9

Schedules

12.10

Amendment

12.11

Governing Laws and Dispute Resolution

12.11.1

Governing Laws. The formation, validity, interpretation and performance of this Agreement and the resolution of dispute arising out of this Agreement shall be governed by and interpreted in accordance with the PRC Laws.

12.11.2

Dispute Resolution. Any dispute arising out of or in connection with the performance of this Agreement shall be resolved by Parties through amicable negotiation. Where any dispute fails to be resolved through negotiation within two (2) months as of the occurrence of the dispute, either Party may submit it to China International Economic and Trade Arbitration Commission (CIETAC) to be arbitrated in Beijing, in accordance with the arbitration rules of CIETAC then in force for arbitration. The arbitration tribunal shall consist of three (3) arbitrators appointed according to the arbitration rules, and the claimant and the respondent shall each appoint one (1) arbitrator, and the third (3rd) arbitrator shall be jointly selected by the Parties or appointed by the chairman of the CIETAC under joint entrustment by the Parties. The arbitration language shall be Chinese. The arbitration award shall be final and binding upon the Parties. The arbitration costs shall be borne by the defeated Party.

12.11.3

Continuing Performance. Pending dispute resolution, the Parties shall continue owning their respective other rights hereunder and shall continue performing their respective obligations hereunder.

12.12

Language and Counterpart

12.13

No Third Party Beneficiary