Intellectual Property License Agreement between Xincheng (Shanghai) Information Technology Co., Ltd. and Guangcheng (Shanghai) Information Technology Co., Ltd.

The Licenser is a wholly foreign-owned enterprise incorporated in Shanghai, the PRC under the laws of the People’s Republic of China, and owns the intellectual property rights as set out in Annex 1 of the Agreement;

The Licensee is a limited liability company incorporated in Shanghai, the PRC under the laws of the People’s Republic of China;

The Licenser agrees to grant the Licensee the right to use the above intellectual property rights under the terms and conditions of the Agreement, and the Licensee agrees to accept the above license under the terms and conditions of the Agreement.

Intellectual property licensing

Scope

The Licensee may only use the right to use the Intellectual Property Rights granted to it under the Agreement for its own business operations. Without the prior express written consent of the Licenser, the Licensee agrees not to directly or indirectly use in any other way or authorize others in any way to use all or part of the Intellectual Property Rights.

The license granted to the Licensee under the Agreement is only valid in the PRC and other regions permitted by the Licenser in writing from time to time. The Licensee agrees not to directly or indirectly use or authorize others in any way to use all or part of the Intellectual Property Rights in any other regions.

Standards for use of the Intellectual Property Rights

Confirmation by the Licensee

The Licensee agrees to pay the Licenser a licensing fee, and the calculation method and payment method of such fee are specified in Annex 2 of the Agreement.

The Licenser shall be entitled to appoint its employees or CPAs from the PRC or any other country (hereinafter referred to as “Licenser’s Authorized Representatives”) to audit the Licensee’s accounts for the purpose of determining the calculation method and amount of the licensing fees at its own cost. Accordingly, the Licensee shall provide the Licenser’s Authorized Representatives with the documents, accounts, records and data, etc. required by the Licenser’s Authorized Representatives to facilitate the audit of the Licensee’s accounts and the determination of the amount of services fees by the Licenser’s Authorized Representatives. Save with any significant error, the amount of service fees shall be subject to the amount determined by the Licenser’s Authorized Representatives.

The Licensee acknowledges the value of goodwill associated with the aforesaid Intellectual Property Rights, and confirms that the aforesaid Intellectual Property Rights as well as the rights and the goodwill (including but not limited to the goodwill arising from the use by the Licensee) associated with the aforesaid Intellectual Property Rights shall belong only to the Licenser.

The Licensee shall keep confidential any secret data and information (hereinafter referred to as “Confidential Information”) of the Licenser coming to knowledge of or accessible to the Licensee due to its acceptance of licensing of the aforesaid Intellectual Property Rights; and upon termination of the Agreement, the Licensee shall, at the request of the Licenser, return to the Licenser any documents, data or software containing the Confidential Information, or destroy the same, delete any Confidential Information from any relevant memory devices, and stop using such Confidential Information. Without the written consent of the Licenser, the Licensee shall not disclose, give or transfer such Confidential Information to any third party.

The above restrictions do not apply to:

the data which have become generally accessible to the public at the time of disclosure;

the data which have become generally accessible to the public after disclosure for any reason not ascribable to fault of the Licensee;

the data which can be proven by the Licensee to have been obtained by it not directly or indirectly from other party before disclosure;

the aforesaid Confidential Information which either party is obligated to disclose to relevant government agencies, stock exchanges and other institutions according to laws, or which either party discloses to its direct legal advisors and financial advisors due to its normal business needs.

The two parties agree that the terms shall survive any change to, and rescission or termination of the Agreement.

The Licenser represents and warrants as follows:

The Licenser is a limited liability company duly incorporated and subsisting under the PRC laws;

The Licenser’s execution and performance of the Agreement is within its corporate capacity and the scope of its business operations. The Licenser has taken necessary corporate actions to be given due powers and has obtained the consents and approvals from the third parties or government agencies, and will not violate any restrictions in the laws and contracts that are binding or have influence on it;

The Agreement shall upon execution constitute the Licenser’s legal, valid and binding obligations and shall be enforceable against the Licenser accordingly ;

The Licenser legally holds the Intellectual Property Rights hereunder.

The Licensee represents and warrants as follows:

The Licensee is a limited liability company duly incorporated and validly subsisting under the PRC Laws;

The Licensee’s execution and performance of the Agreement is within its corporate capacity and the scope of its business operations. The Licensee has taken necessary corporate actions to be given due powers and has obtained the consents and approvals from the third parties and government agencies, and will not violate any restrictions in the laws and contracts that are binding or have influence on it;

It will promptly sign all the documents concerning the use of the Intellectual Property Rights that the Licenser deems it necessary or hopes to sign and handle all the matters concerning the use of the Intellectual Property Rights that the Licenser deems it necessary or hopes to handle;

The Agreement shall upon execution constitute the Licensee’s legal, valid and binding obligations and shall be enforceable against the Licensee accordingly;

Its execution and performance of the Agreement do not violate or conflict with all applicable laws in force, any agreement to which it is a party or which is binding on its assets, any court judgement, any award of arbitration authorities or any decision of administrative authorities.

The Licensee further warrants:

The Licensee agrees not to doubt the Licenser’s licensing right and other rights over the aforesaid Intellectual Property Rights, not to doubt the validity of the Agreement and not to take any action or inaction that the Licenser ▇▇▇▇▇ ▇▇▇ damage these rights and permissions within and after the validity period of the Agreement;

The Licensee agrees to provide necessary assistance for the Licenser to protect the Licenser’s rights over the aforesaid Intellectual Property Rights. In case of any claim for compensation lodged by any third party regarding the Intellectual Property Rights, the Licenser may, at its own will, respond to the litigation concerning claim for compensation in its own name or in the name of the Licensee or both parties. In case of any third party’s infringement upon the aforesaid Intellectual Property Rights, the Licensee shall, within the knowable range, immediately notify the Licenser of the infringement upon the aforesaid Intellectual Property Rights in writing; and only the Licenser has the right to decide whether or not to take actions against such an infringement;

The Licensee agrees to use the aforesaid Intellectual Property Rights only according to the Agreement and not to use the said Intellectual Property Rights in any way deemed as deceitful or misleading by the Licenser or in other ways that may damage the aforesaid Intellectual Property Rights or the Licenser’s reputation.

The Licensee shall try its best to improve its business quality to protect and enhance the reputation represented by the aforesaid Intellectual Property Rights.

If, in any case, the Licensee needs to use any publicity materials involving the Intellectual Property Rights, the cost for producing the publicity materials shall be borne by the Licensee. The Licenser shall have the exclusive right over the copyright and other intellectual property rights of the publicity materials involving the Intellectual Property Rights under the Agreement, regardless whether the publicity materials are invented or used by the Licenser or the Licensee. The Licensee agrees not to make any publicity or advertisement involving the Intellectual Property Rights under the Agreement via any radio, TV, newspaper, magazine, Internet or other media without the Licenser’s prior written approval.

The Agreement shall enter into force on the first above written date hereof, and shall be valid for 10 years unless early terminated in accordance with relevant provisions under the Agreement.

Save as otherwise specified by the two parties in writing, the Agreement shall apply to other Intellectual Property Rights licensed to the Licensee by the Licenser at any time during the term of the Agreement. The Licenser and Licensee shall examine the contents of the Agreement once every three months after signing the Agreement to decide whether to make corresponding amendments or supplements to the Agreement according to the situation at the material time.

The Agreement shall be automatically extended for 10 years every time when the validity period of the Agreement expires, unless the Licenser sends a written notice of non-renewal three months in advance. However, the Licensee shall have no right to decide whether to renew the Agreement.

Both parties shall go through record-filing formalities (if any) for the licensing of Intellectual Property Rights with relevant intellectual property right management departments under PRC laws within three months after they sign the Agreement and the Licenser obtains all the corresponding certificates of the Intellectual Property Rights. Both parties agree to sign or provide relevant documents required for such record-filing formalities according to the principles specified in the Agreement and the relevant laws. If the two parties make any amendments or supplements according to Article 8.2 above, they shall go through the record-filing formalities (if any) required for such amendments or supplements with relevant intellectual property right management departments under PRC laws. Both parties agree to sign or provide relevant documents required for such record-filing formalities according to the principles specified in the Agreement and the relevant laws.

Unless extended according to relevant provisions herein, the Agreement shall terminate upon expiration of the Agreement or termination of the licensing right of the Intellectual Property Rights owned by the Licenser (whichever is the earlier).

Either party may issue a written notice to the other party who has seriously breached the Agreement, including but not limited to the obligations under Article 5.3 of the Agreement, but fails to make any rectification within 30 days after receiving the notice on the occurrence and existence of the said breach from the non-defaulting party, to terminate the Agreement immediately, but the termination of the Agreement shall not impair the rights or remedies enjoyed by the party proposing the termination under laws or for other reasons.

During the validity period of the Agreement, the Licenser may issue a written notice to the Licensee at any time to terminate the Agreement, which notice shall take effect after 30 days upon delivery. The Licensee shall not early terminate the Agreement, save under the circumstances specified in Article 11.2.

Article 3, Article 4, Article 5.3, Article 14 and Article 15 shall survive the termination or cancellation of the Agreement.

“Force majeure events” refer to any events which are beyond the reasonable control of either party and are still inevitable with the reasonable attention of the affected party, including but not limited to government action, natural disaster, fire, explosion, storm, flood, earthquake, tide, lightning or war. However, inadequate credit, funds or financing shall not be deemed as events beyond the reasonable control of either party. Either party seeking exemption from performing the responsibilities under the Agreement or any term of the Agreement due to the impact of “force majeure events” shall notify the other party of such exemption from responsibilities.

When the performance of the Agreement is delayed or hindered by the “force majeure events” as defined above, the party affected by the force majeure shall not bear any responsibilities arising therefrom under the Agreement within the scope of being delayed or hindered. The affected party shall take appropriate measures to reduce or eliminate the impact of “force majeure” and make reasonable and feasible efforts to restore the performance of the obligations delayed or hindered by the “force majeure” so as to be exempt from performing the responsibilities within the scope of being delayed or hindered only. Once the force majeure events are eliminated, both parties shall agree to do their utmost to restore the performance of provisions under the Agreement.

Any notice or other correspondence sent by either party according to the Agreement shall be made in writing in Chinese, and shall be deemed as served if it is sent to the following addresses of the relevant party or the two parties by personal delivery, registered mail, prepaid mail, recognized courier service or fax.

Without the prior written consent of the Licenser, the Licensee shall not transfer or transfer in disguised form any of its rights or obligations under the Agreement, and shall not sublicense in any form any license under the Agreement to any third party for use or utilization, nor shall it perform any other acts that may affect the Licenser’s rights under the Agreement. The Licenser may transfer its rights and obligations under the Agreement to any third party without the consent of the Licensee, but it shall inform the Licensee of the aforesaid transfer.

Any dispute between the two parties arising from the interpretation and performance of terms hereunder shall be settled through good faith negotiation between the two parties.

Except for the matters under dispute, the two parties shall in good faith continue to perform their respective obligations under the Agreement.

The execution, validity, performance and interpretation of the Agreement as well as the settlement of disputes shall be governed and interpreted in accordance with the PRC laws.

Amendments and supplements

Severability

Abstention

Annexes

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