Consulting Service and Rental Sharing Agreement

3.1.1

The Party is a company lawfully registered and validly existing in accordance with the laws of the People’s Republic of China.

3.1.2

The party has performed this agreement within its corporate power and business scope, has obtained the necessary company authorization, and has obtained the consent and approval of third parties and government departments, and does not violate any legal or contractual restrictions that are binding or affecting it.

3.1.3

Once signed, this Agreement shall constitute a legal, valid, binding and enforceable document for the parties.

4.1

Party A and Party B agree to know or have access to any confidential data and information of important economic and commercial value to the Provider (hereinafter referred to as “Confidential Information”). Both Parties undertake to take all reasonable measures to keep confidential: without the prior written consent of the party providing the Confidential Information, the Confidential information shall not be disclosed, given or transferred to any third party (including the combination, merger, or direct or indirect control of the recipient of the Confidential Information with a third party) except for the purpose of performing this Agreement. Upon termination of this Agreement, Party A and Party B shall return or destroy any documents, materials or software containing the Confidential Information to the original owner or provider of the Confidential Information, or with the consent of the original owner or provider, including deleting any confidential letters or messages from any relevant memory devices, and shall not continue to use such Confidential information. Party A and Party B shall take necessary measures to disclose the Confidential information only to Party B’s staff, agents or professional advisers who are necessary to know and to urge such staff, agents, managers or professional advisers of Party B to comply with the confidentiality obligations hereunder. Party A and Party B, Party B’s employees, agents or professional advisors shall sign a specific confidentiality agreement to be followed by each party.

4.2

The above restrictions do not apply to:

4.2.1

Has become generally available to the public at the time of disclosure;

4.2.2

Information that has become generally available to the public after the disclosure without the fault of Party A or Party B;

4.2.3

Party A or Party B can prove that the information is in its possession before disclosure and is not obtained directly or indirectly from other parties;

4.2.4

Party A or Party B shall be obliged to disclose the confidential information to relevant government departments, stock trading institutions, etc. in accordance with laws and regulations or listing requirements. Party A or Party B shall disclose the confidential information to its direct legal advisors and financial advisors for its normal operation.

4.3

The parties agree that this clause shall remain in effect irrespective of the change, rescinsion or termination of this Agreement.

5.

Compensation

5.1

If either party hereto violates this Agreement or any statement or warranty made herein, the non-breaching party may notify the breaching party in writing and require it to correct the breach within a reasonable period or within 10 days after receipt of the notice, take corresponding measures to effectively and timely avoid the occurrence of damage, and continue to perform this Agreement. If the breaching party fails to correct the breach or take remedial measures within a reasonable period or within 10 days after the non-breaching party gives the written notice to correct the breach, the non-breaching party shall have the right, at its discretion, to terminate this Agreement or require the breaching Party to continue

5.2

Except as otherwise agreed herein, if either party violates the provisions hereof, the non-breaching party shall have the right to demand the breaching party to bear the liability for breach. If the non-breaching party suffers losses as a result, the breaching party shall be liable for the actual losses of the non-breaching party.

6.1

This Agreement is executed and becomes effective as of the date first indicated above.

6.2

Unless Party A terminates this Agreement in advance, this Agreement shall continue to be effective during the term of Party B.

7.1

During the term of this Agreement, Party B shall not terminate this Agreement in advance.

7.2

Both parties may terminate this Agreement upon mutual agreement.

7.3

After the termination of this Agreement, the rights and obligations of the parties hereto under Article 4 and Article 5 shall continue to be valid.

8.1

In the event of any dispute between the Parties regarding the interpretation and performance of the terms hereunder, the parties shall negotiate in good faith to resolve such dispute. If no agreement can be reached through negotiation, either party may submit the dispute to Jiangsu Arbitration Center of China International Economic and Trade Arbitration Commission for arbitration in accordance with its rules in effect at that time. The place of arbitration shall be Nanjing, China, and the language of arbitration shall be Chinese. The arbitral award shall be final and binding upon both parties hereto. The provisions of this Article shall not be affected by the termination or rescission of this Agreement.

8.2

After the occurrence of a dispute, the parties hereto shall continue to exercise their other rights and perform their other obligations hereunder except for the disputed matters during the arbitration of the dispute.