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Form 20-F Baosheng Media Group For: Dec 31

May 17, 2022 6:06 AM EDT

Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

Exhibit 4.3

Service Contract of [T3 Travel Effect Delivery Agency Framework]

Project name: [T3 Travel Effect Delivery Agency Framework]

Party A: Nanjing Lingxing Technology Co., Ltd.

Party D: [Beijing Baosheng Network Technology Co., Ltd.]

Signed on: [September 5, 2021]

Signed at: [Jiangning District, Nanjing]

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

Service Contract of [T3 Travel Effect Delivery Agency Framework]

Party A: Nanjing Lingxing Technology Co., Ltd.

Address: F18, Building A1, Jiulonghu International Enterprise Headquarters Park, No. 19 Suyuan Avenue, Jiangning District, Nanjing

Party D: Beijing Baosheng Network Technology Co., Ltd.

Address: F15, Block B, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

In accordance with the provisions of the Civil Code of the People's Republic of China and relevant laws and regulations, both parties agree to sign the Contract for mutual compliance through full and friendly negotiation between both parties.

1.0

Definition

1.1

T3 Travel Platform: Refers to the travel platform that provides users with online taxi booking services and other related services. The platform operator/service provider is Nanjing Lingxing Technology Co., Ltd. (or its designated affiliated company), including but not limited to "T3 Travel" mobile phone software, wap, WeChat applet and other software/website platforms.

1.2

T3 Travel: Refers to Nanjing Lingxing Technology Co., Ltd. or its affiliated company.

1.3

Users: Refer to consumers who have registered on and signed agreements with T3 Travel Platform, and received platform services.

1.4

Online car-hailing services: Refer to the service platforms based on internet technology that integrate supply and demand information and allow qualified vehicles and drivers to provide booking non-cruise tax rental services.

1.5

Affiliated company: Refer to the subject that is directly or indirectly controlled by any legal entity, the subject controls, or is jointly controlled with the subject. "Control" refers to more than 50% of voting shares directly or indirectly held or controlled.

1.6

Peer companies: Refer to any other brand and entities under the brand that engage in or plan to provide competitive products or engage in competitive business other than T3 Travel and/or its designated/authorized affiliated company. For the purposes of the Agreement, peer companies include but are not limited to all

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

companies and their affiliated companies at home and abroad using travel businesses of "DIDI", "Baidu", "Amapauto", "Shouqi Limousine & Chauffeur", "Yidao", "Uber (China)", "China Auto Rental", "UCAR", "Dida Chuxing", "CAOCAO", "edaijia", "Meituan.com", "Dingding Yueche", "letzgo", "M-GO", "ttyongche", "saicmobility", Ontime, wsecar, hellobike, Ctrip, LY.COM and other brands.

2.0

Cooperation contents

2.1

Party A entrusts Party D to provide Party A with professional services in terms of [effect delivery], that is, [headline information flow delivery] (hereinafter referred to as [effect delivery service]) for the promotion of its brand. See Technical Requirements for the content description and time arrangement of [effect delivery service]. If there is any additional cooperation between both parties except the products agreed in this Article during the term of the Contract, both parties shall sign a supplementary agreement to confirm it.

3.0

Price and payment

3.1

[Party D shall deliver according to the order confirmed by Party A after approval] The specific final settlement shall be subject to the amount actually incurred in the framework and confirmed by Party A's designated email. After the delivery, Party D shall submit the acceptance materials on time (including but not limited to PPT for effect resumption, line screenshots of some point location, consumption reconciliation table, screenshots of delivery backstage, etc.). After being accepted by Party A, Party D shall first issue a compliant and valid VAT invoice with a tax rate of 6%, and Party A shall make the payment within 30 working days after receiving the correct VAT invoice. If the service provided by Party D fails to be accepted by Party A, and/or the invoice issuance is delayed or incorrect, Party A shall not bear any liability for breach of contract due to delay in payment. If Party D issues invoices before the final acceptance date of Party A without Party A's notice, the payment date shall start from the final acceptance date of Party A. The total amount includes but is not limited to material costs, labor costs, transportation costs, taxes and other related expenses.

3.2

Mode of payment:

Party A shall pay the above fees to the following designated accounts of Party D by bank transfer or telegraphic transfer:

Account name: Beijing Baosheng Network Technology Co., Ltd.

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Opening bank: Beijing Shijingshan Wenchuang Sub-branch of Bank of Hangzhou Co., Ltd.

Bank account number:

Party A's billing information is as follows:

Name: Nanjing Lingxing Technology Co., Ltd.

Taxpayer identification number:

Address and tel:

Opening bank and account number:

3. Rights and obligations of both parties

3.3

Rights and obligations of Party A

4.1.1 Party A shall make a payment to Party D in accordance with the Contract.

4.1.2 Party A has the right to supervise the services provided by Party D, put forward opinions and requirements, and designate a special person to put forward suggestions, opinions or instructions on the services provided by Party D.

4.1.3 Party A shall cooperate with the services provided by Party D as agreed herein and provide Party D with necessary materials and information.

4.1.4 If Party D's project implementation effect fails to meet Party A's requirements and expectations, Party A has the right to deduct money according to the annex list involved in the activity effect.

4.1.5 Party A guarantees that the activities it requires Party D to carry out do not contain any illegal contents (such as yellow and reactionary information contents and contents prohibited by the state, etc.) and meet the requirements of relevant laws, regulations and rules and regulations.

3.4

Rights and obligations of Party D

4.2.1 Party D shall organize a capable team to complete the investigation, survey, planning, preparation, reporting, production and other related work of the project within the time stipulated herein.

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

4.2.2 Party D shall be responsible for the planning and implementation of all the service contents involved herein. If the specific implementation plan has been agreed in the annexes, it shall be implemented according to the specific implementation plan of the annexes; if it is not agreed in the annexes or Party A makes adjustments according to the actual needs, Party D shall confirm the specific activity budget with Party A and provide specific implementation plans, which shall be strictly implemented after being reviewed and confirmed by Party A.

4.2.3 Party D shall deliver the service items and/or deliverables that meet the requirements to Party A on schedule as agreed in herein. Party A has the right to provide rectification or change opinions to Party D at any time when the Contract is performed, and Party D shall give timely feedback and cooperate with adjustment.

4.2.4 Party D shall be responsible for the publicity of the effect delivery during the cooperation period, and shall be responsible for the accuracy, validity and completeness of the materials or information provided by Party D, so as to complete the work described herein in a timely and accurate manner.

4.2.5 During the implementation of each sub-project, if the actual implementation situation is changed, Party D shall obtain the written consent and confirmation email from Party A, otherwise Party A has the right to refuse to pay relevant money. Without written confirmation by Party A in the form of seal, Party D shall not increase any expenses for any reason; at the same time, Party A’s personnel (including any personnel of Party A) have no right to confirm Party D's increase in fees by mail or in writing on behalf of Party A and the confirmation of any additional fees; fee optimization or reduction of Party D is not subject to this restriction.

4.2.6 The Contract signed between Party D and any third party shall not affect Party D's performance of relevant obligations to Party A.

5.0 Delivery and acceptance

5.1 Party D shall provide Party A with the following reports:

5.1.1 Periodic reports from time to time (Party A may require Party D to provide corresponding reports according to the specific conditions of the project); Party A has the right to put forward the implementation opinions to Party D through authorized email within 7 working days after receiving the report, which does not include the changes in the acceptance standards originally agreed by both parties.

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Party D shall make rectification according to Party A's requirements and time limit, and provide a report again.

5.1.2 Final report after completion of the project.

5.2 After all the projects are fulfilled, Party D shall provide the final report to Party A. Party A has the right to put forward final acceptance opinions to Party D after receiving the final report provided by Party D. If Party A fails to pass the acceptance, Party D shall make a rectification according to Party A's requirements and time limit, and provide a report again. If Party A still fails to pass the acceptance, it has the right to refuse to pay relevant expenses.

5.3 Both parties recognize the acceptance criteria of Party D's services shall be subject to the detailed technical requirements of specific projects agreed in the annexes hereto, the contents of authorized emails of both parties during the performance of the Contract, and the orders issued by Party A before the commencement of each project. Before each delivery, Party D shall confirm and deliver according to the order confirmed by Party A after approval. The order shall include clear standards for acceptance. If Party D thinks it unreasonable, it may refuse to deliver. At the same time, both parties terminate the Contract and do not bear the liability for breach of contract; if Party D delivers it, it shall be deemed to agree on Party A's order requirements. If Party D's assessment is D according to the requirements of the order or the annexes, or a single order fails to be accepted, Party A may refuse to pay the fees for the corresponding order, and may unilaterally notify Party D to terminate the Contract without any liability for breach of contract.

6.0

Representations and warranties

Both parties represent and warrant that

6.1

They have the right to enter into the Agreement and has all the rights, authorizations and permissions necessary to enter into and fully perform the Contract;

6.2

Their performance of the Agreement will not violate any contractual clauses, obligations, laws, regulations or decrees that they are bound upon;

6.3

There is no claim, lien or lawsuit against or endangering the other party, which will affect the rights of the other party under the Agreement;

6.4

Their performance of the Agreement does not infringe upon the intellectual property rights of any third party;

6.5

They provide considerate and skilled services in accordance with the relevant requirements of the Agreement;

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

6.6

Notwithstanding the above agreement, if there is a special agreement in the clause, the special agreement shall prevail.

7.0

Liability for breach of contract

7.1

If one party violates the representations and warranties mentioned in Article 6.0, the other party shall have the right to terminate the Contract unilaterally without liability for breach of contract.

7.2

The observant party has the right to investigate the direct and indirect economic losses of the delinquent party, including but not limited to notary fees, appraisal fees, evaluation fees, attorney fees, legal fees, preservation fees, travel expenses, accommodation fees, etc., and related legal liabilities.

7.3

In addition to force majeure and Party D's breach of contract, if Party A makes the overdue payment due to its own reasons, it shall pay Party D three over ten thousand of the unpaid amount as liquidated damages every day.

7.4

In addition to force majeure and Party A's breach of contract, If Party D fails to provide Party A with services and/or materials that meet the requirements of the Contract within the time agreed herein, Party A has the right to refuse to pay all the contract fees to Party D. If Party A has paid or partially paid the said fees, Party D agrees to refund all the fees paid by Party A and pay Party A liquidated damages equivalent to 30% of the total contract fees, which is reasonable and not based on Party A's actual losses. If the aforesaid liquidated damages cannot make up for the losses caused to Party A's company by Party D's breach of contract, Party D shall also compensate Party A additional losses.

7.5

Party D shall ensure the provision of safe and reliable services. In case of personal or property injuries caused by articles or equipment set up by Party D or personnel hired by Party D, Party D shall be responsible for settlement and compensation. Party D shall be liable for any loss caused to Party A (including Party A's affiliated company) or any third party due to the articles or equipment set up by Party D or the personnel hired by Party D.

7.6

If something wrong with the services hereunder due to Party D, or Party D causes adverse effects or losses to Party A during or due to the performance of the Contract, and the services or deliverables provided by Party D infringe upon the legitimate rights and interests of any third party, Party D shall immediately take remedial measures at the first time or within the time required by Party A, and the expenses incurred and the losses incurred by Party A shall be borne by Party D.

8.0

Confidentiality clauses

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

8.1

Confidential information such as technical secrets and business secrets (hereinafter collectively referred to as "Confidential Information") obtained by both parties from each other (including its branches, holding companies, joint ventures and affiliated company) in the process of signing and performing the Contract shall be kept confidential. The technical secrets include but are not limited to the work progress, technical scheme, engineering design, circuit design, manufacturing method, formula, process flow, technical index, computer software, database, research and development records, technical reports, test reports, inspection reports, experimental data, test results, drawings, samples, prototypes, models, molds, operation manuals, technical documents, related correspondence, etc. Business secrets include but are not limited to the negotiation between both parties, any documents signed, including all information contained in contracts, agreements, memorandums and other documents, customer lists, marketing plans, procurement materials, pricing policies, financial materials, purchase channels, information about legal affair, information about human resources, etc. Confidential information also includes user information obtained by both parties during the performance of the Contract ("users" include individual users and enterprise users).

8.2

During the validity period of the Contract or at any time after the termination of the Contract, without the written consent of the other party, either party shall use or disclose, sell, lease, transfer, license or share with a third party any confidential information of the other party, whether oral or written, or in the form of disk, film or electronic parts, except for the purpose of performing the Contract. Either party has the obligation to protect the confidential information by no less than the means taken to protect its own business secrets. Either party may disclose the confidential information only for the purposes of the Contract to its employees who have the necessary knowledge of the confidential information, but at the same time instruct their employees to comply with the confidentiality obligations stipulated in this Article. Personal information and important data obtained by either party according to law during the signing and performance of the Contract shall be stored in China according to law and shall not be provided overseas.

8.3

Unless otherwise agreed, this confidentiality clause continues to be valid.

9.0

Intellectual property rights

9.1

If Party A provides Party D with materials required for marketing activities, including but not limited to videos, audio, pictures, texts, data, etc., Party A guarantees that the contents of such materials will not infringe upon the legitimate rights and interests of any third party. The provision of materials by Party A to Party D does not mean the transfer of any rights., including but not limited to video, audio,

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

pictures, text, data, etc. provided by Party A, and the contents produced by Party D with this material or for the purpose of the Contract; all intellectual property rights and other rights and interests shall belong to Party A.

9.2

Party D guarantees that the materials provided by Party D to Party A and the contents produced for the purpose of the Contract, including but not limited to videos, audio, pictures, texts, data, etc., will not infringe upon the legitimate rights and interests of any third party, and shall be responsible for the accuracy, validity and completeness of the materials or information provided by Party D.

9.3

In case of infringement complaints and compensation caused by the materials or achievements provided by either party, the provider shall be responsible for solving them and ensuring that the recipient is exempted from liability.

10.0

Notice and delivery

10.1 Any notice in connection with the Contract shall be given to the designated contact person to the designated address or authorized email according to the information described in the following table:

Name of Party A

Nanjing Lingxing Technology Co., Ltd.

Contact person

Liang Meng/Wang Zhuzhu

Tel

13581589454/15062255445

Authorized email

Designated address

Name of Party D

Beijing Baosheng Network Technology Co., Ltd.

Contact person

Gong Sheng

Tel

Authorized email

Designated address

F15, Block B, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

The designated address shall also apply to the legal address at which any legal

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documents shall be legally served during the execution of any judicial proceedings arising from disputes hereunder.

10.2

Unless otherwise agreed herein, any notice, requirement or request shall be submitted or made in writing, stamped with official seal, sent to the designated address by registered or express mail, or sent by authorized email.

10.3

The time when a notice or communication is deemed to be delivered. If it is delivered by e-mail, the entry time displayed in the transmission record or on the computer shall prevail; if it is delivered by personal service (including express mail delivery), the date of receipt shall prevail; if it is delivered by registered mail, seven days from the date of receipt issued by the post office shall prevail.

10.4

Information change. If either party changes the above information, it shall inform the other party 3 working days in advance in the above-mentioned agreed manner; otherwise, if it fails to receive the written documents such as notice, reply, request or request sent by the other party, which affects the performance of the Contract or causes losses, the other party shall bear the relevant consequences.

11.0

Entry into force, alteration and termination of the Contract

11.1

The Contract shall come into force after both parties affix the special seal for contract, and shall be valid from [August 27, 2021] to [August 26, 2022].

11.2

The modification of the Contract must be agreed by both parties through consultation, and a supplementary contract must be signed.

11.3

If one party materially breaches its obligations under the Agreement and fails to correct the breach within [10] days after being notified of the breach, such breach includes but is not limited to: (1) fraudulent means in the cooperation between both parties or seriously affecting the reputation of the other party due to its behavior; (2) when one party commits an act that damages the image and/or interests of the other party. The observant party shall have the right to terminate the Contract by sending a written notice to the delinquent party [10] days in advance, and the observant party shall not take any responsibility and shall reserve the right to investigate the legal liability of the delinquent party.

11.4

The Agreement may be terminated by the other party at any time by written notice to the other party if one party has serious business crisis, operational difficulties or bankruptcy or company liquidation proceedings.

11.5

Due to the adjustment of business strategy and the change of national policy, Party A has the right to notify Party D in writing [30] days in advance to

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

terminate the Contract, and does not have to bear the liability for breach of contract.

12.0

Network security and data security

12.1

If both parties agree that in performing their obligations hereunder, or accept the products or services hereunder, they shall abide by applicable laws and regulations on data and privacy protection. In particular, both parties should ensure that sufficient consent, authorization and permission under applicable laws and regulations are obtained and maintained to ensure that the processing behavior (if any) of the user's personal information hereunder complies with the applicable laws and has obtained clear authorization (if necessary), including collection, storage, use and processing of the user's personal data and information; otherwise, the responsibilities and losses arising therefrom shall be borne by the party itself. Both parties confirm that they are personal information controllers for the personal information (if any) shared by the data provider to the data recipient hereunder, and shall bear the relevant responsibilities of the information controllers for their respective processing behaviors according to law. Both parties shall establish appropriate data security capabilities in accordance with relevant laws, regulations and standards, and tale necessary management and technical measures to ensure network security and data security. If either party discovers security loopholes or data security risk events during cooperation, it shall immediately notify the other party in writing and take corresponding measures in accordance with the law.

13.0

Applicable law and dispute resolution

13.1

Applicable law. The conclusion, validity, interpretation, performance and dispute settlement of the Contract and its annexes shall be governed by the relevant provisions of the laws and regulations of the People's Republic of China in effect at the time of signing the Contract.

13.2

Dispute resolution. Both parties shall settle all disputes arising from the interpretation and execution of the Contract and in connection with the Contract through friendly negotiation. If no agreement can be reached through negotiation, both parties agree to bring a lawsuit to the People's Court with jurisdiction in Jiangning District of Nanjing. During the proceedings, the remainder of the Contract shall continue to be performed except for the part that must be solved in the course of the proceedings.

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14.0

Miscellaneous

14.1

Contract composition and validity order. Both parties know that the Contract and the following documents constitute a complete contract: (1) General Terms and Conditions for Procurement of Product and Services of Nanjing Lingxing Technology Co., Ltd. and its Affiliated Company (hereinafter referred to as "General Terms and Conditions"; (2) Specific Contract (i.e. the Contract); (3) Annex to the Specific Contract. In case of any conflict between the above documents, the validity order is as follows: (1) Quantity, price, payment and delivery clauses in the Annex to the Specific Contract; (2) General Terms and Conditions; (3) The remaining clauses in the Specific Contract.

14.2

Force majeure

14.2.1

Force majeure refers to the following events: War, disturbance, plague, serious fire, flood, earthquake, storm or other natural disasters, and all other events that both parties hereto cannot foresee, prevent or avoid or overcome.

14.2.2

If either party is unable to perform all or part of its obligations hereunder due to force majeure, it shall notify the other party as soon as possible, and shall provide the other party with certificates issued by relevant departments, detailed reports and explanations of the impact of force majeure on the performance of the Contract in writing within a reasonable period after the occurrence of force majeure.

14.2.3

In case of force majeure, either party shall be liable for any loss suffered by the other party due to the failure or delay in performing its obligations hereunder due to force majeure. However, the party affected by force majeure shall be responsible for taking appropriate or necessary measures to reduce or eliminate the impact of force majeure as soon as possible. The party affected by force majeure shall bear the related losses caused by failure to fulfill the responsibility.

14.2.4

Both parties shall decide whether to terminate the Contract or continue to perform the Contract according to the degree of influence of force majeure on the performance of the Contract through negotiation.

14.3

In view of the fact that both parties have input a lot of cooperation resources and energy in cooperation, in order to protect the innovative intellectual property rights invested by Party A in this cooperation project, Party D promises that Party D and its affiliated company (except Party A and/or its designated/authorized affiliated company) will not cooperate with peer

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companies in inter-bank businesses or serve peer companies in inter-bank businesses in any other way (whether paid or unpaid) during the cooperation period. If Party D plans to cooperate with peer companies as agreed in this Article, both parties agree that the cooperation shall be carried out through consultation in advance and the interests of both parties shall not be harmed; otherwise, Party A has the right to unilaterally terminate the Agreement. For the avoidance of doubt, inter-bank businesses refer to other businesses of the same kind, similar or competitive with the cooperation businesses hereunder.

14.4

Nothing herein shall be deemed or construed as a joint venture, partnership or agency relationship between both parties.

14.5

After the termination of the Contract, the intellectual property clauses, confidentiality clauses, liability clauses for breach of contract, dispute resolution clauses and other clauses that should take effect for a long time will continue to be valid and unaffected.

14.6

The Contract supersedes all previous oral or written minutes, memoranda and contracts of both parties on specific matters hereunder.

14.7

The Contract is made in quadruplicate, with two copies held by both parties respectively, which has the same legal effect.

14.8

The Contract consists of main body and annexes. The annexes to the Contract are:

Annex 1: Technical Requirements of Supplier Procurement Project for Effectiveness Delivery from 2021 to 2022

Annex 2: General Terms and Conditions for Procurement of T3 Travel Products and Services-PGTC-01

(The remainder of the page is intentionally left blank)

Party A:

    

Party B: Beijing Baosheng Network Technology Co., Ltd.

(Seal)

(Seal)

Date: MM DD, YY

Date: MM DD, YY

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Contract registration No.: NJLXKJ-CG-Beijing Baosheng Technology-20210825

Supplementary Agreement to Service Contract of [T3 Travel Effect Delivery Agency Framework]

Party A: Nanjing Lingxing Technology Co., Ltd.

Address: F18, Building A1, Jiulonghu International Enterprise Headquarters Park, No. 19 Suyuan Avenue, Jiangning District, Nanjing

Party D: Beijing Baosheng Network Technology Co., Ltd.

Address: F15, Block B, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

[On August 27, 2021], both parties signed a service contract with the contract names of [NJLXKJ-GG-Beijing Baosheng Technology 20210825] and [T3 Travel Effect Delivery Agency Framework] (hereinafter referred to as "Original Contract"). After friendly negotiation, both parties have reached the following supplementary agreement (hereinafter referred to as "the Agreement") for mutual compliance:

1.0 The agency policy in Article 2.1 of the Original Contract is amended as follows:

Headline information flow agency policy: 2.5%

The rebate is direct cash rebate (except for brand hard advertisement), that is, 1 million * (1-2.5%) = 975,000 for payment.

Note: If the rebate policy involves the New Year, no adjustment will be specified.

2.0 The Supplementary Agreement and the Original Contract previously concluded by both parties constitute a unified whole, and jointly adjust and bind the rights and obligations of both parties in this cooperation project. For matters explicitly agreed in herein, the legal effect of its clauses shall prevail over that of the Original Contract, and for matters not explicitly agreed herein, the Original Contract shall apply.

3.0 The Agreement shall come into force after being sealed by the authorized representatives of both parties, be attached to the Original Contract as an annex, and be terminated with the expiration of the validity of the Original Contract.

4.0 The Contract is made in quadruplicate, with two copies held by both parties respectively, which has the same legal effect.

(The remainder of the page is intentionally left blank)

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Party A:

    

Party D: Beijing Baosheng Network Technology Co., Ltd.

(Seal)

(Seal)

Date: MM DD, YY

Date: MM DD, YY

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Ocean Engine

Stimulate New Business Possibilities

Exhibit 4.4

Advertising Agency Agreement

Contract No.: CONT20211204579953

Party A: [Toutiao (Xiamen) Technology Co., Ltd.]

Company address: [3F-A282, Zone C, Innovation Building, Software Park, Xiamen Torch Development Zone for High Technology Industries]

Contact person: [Qi Shenghai]

Tel.:

Common contact email:

Mailing address: [2F Small Post Office, ZTE Building, No.19, Huayuan East Road, Haidian District, Beijing (ByteDance)]

(The email address agreed in this Agreement or the email address with the confirmation suffix of @bytedance.com is the valid email address for Party A to send and receive notices)

Party B 1: [Beijing Baosheng Technology Co., Ltd.]

Company address: [Room 901, 9F, Block B, Jinqiu International Building, No.6, Zhichun Road, Haidian District, Beijing]

Contact person: [Li Cheng]

Tel.:

Common contact email:

Mailing address: [15F, Block B, Yonghe Building, No.28, Andingmen East Street, Dongcheng District, Beijing]

(The email address agreed in this Agreement or the email address with the confirmation suffix of @bsacme.com is the valid email address for Party B to send and receive notices)

Party B 2: [Beijing Baosheng Network Technology Co., Ltd.]

Company address: [Room A-2252, 2/F, Building 3, Courtyard 30, Shixing Street, Shijingshan District, Beijing (Cluster Registration)]

Contact person: [Li Cheng]

Tel.:

Common contact email:

Mailing address: [15F, Block B, Yonghe Building, No.28, Andingmen East Street, Dongcheng District, Beijing]

(The email address agreed in this Agreement or the email address with the confirmation suffix of @bsacme.com is the valid email address for Party B to send and receive notices)

Beijing Baosheng Technology Co., Ltd. and Beijing Baosheng Network Technology Co., Ltd. are collectively referred to as Party B under this Agreement, and Beijing Baosheng Technology Co., Ltd. and Beijing Baosheng Network Technology Co., Ltd. are jointly and severally liable to Party A for the performance of this Agreement.

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Ocean Engine

Stimulate New Business Possibilities

In accordance with the current effective laws, regulations, rules and national standards of the People’s Republic of China, Party A and Party B have signed this Agreement through friendly negotiation on the data promotion services entrusted by Party B to customers represented by Party B. The Agreement on Data Promotion Services of Ocean Engine confirmed by Party B (website: https://ad.oceanengine.com/ overture/account/agreement/, hereinafter referred to as “Online Agreement”) and other relevant agreements, platform rules, service usage rules, notices and other contents that Party A may issue on data promotion services of Ocean Engine are all integral parts of this Agreement. Party A has the right to update the aforesaid agreements, rules, notices and contents from time to time, and will notify Party B by means of website announcement, system station letter, email, phone or letter service, etc. Such notices shall be deemed to have been served to Party B and shall be binding on Party B when they are announced or sent.

Part I Terms of Business

Article I Matters of Cooperation and Definitions

1.

Party B entrusts Party A to provide data promotion services for Party B in accordance with this Agreement, and therefore pays Party A the agreed data promotion expenses. Party A authorizes Party B to be a comprehensive agent in the whole country except for the sole agency scope, automobile manufacturers, automobile dealers and real estate developers (Party A has the right to unilaterally adjust and change the agency scope and term of Party B, subject to Party A’s notice). During the agency term, Party B can only represent the data promotion services within the scope authorized by Party A, and cannot have customer conflicts with Party A’s exclusive agents involved in the business in this area. Regardless of the formation or existence of any legal relationship between Party B and its represented customers, Party B shall sign corresponding agreements with its customers in its own name and directly enjoy rights and obligations as parties to the agreements. Party B shall also clearly agree with its customers on their respective work scope, specific service items and service standards. Party B shall not refuse to perform this Agreement for any reason between Party B and its represented customers. In case of any dispute arising from Party B’s violation of the agreement signed with its represented customers or unclear agreement with its represented customers, Party B shall settle it with its represented customers by itself.

2.

Data promotion platform: refers to the Ocean Engine platform legally operated by Party A or its affiliated companies and the subsequently added platform for providing specific types of data promotion services (Party B can represent the data promotion service business corresponding to this newly added platform only after being authorized and confirmed by Party A in writing). It can provide data promotion, cost statistics, data query, analysis, material management and other services (subject to the services actually provided by each platform).

3.

Platform rules: refer to various normative documents that have been published or may be published in the future on the data promotion platform or related platforms added later, including but not limited to relevant rules, standards, notices, announcements, etc. that Party B needs to abide by when using related services under this Agreement.

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Ocean Engine

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4.

The term “Party B’s products” or “products” referred to in this Agreement refers to the goods, services or other legal publicity objects produced or sold by Party B or the customers represented by Party B, and Party B enjoys the legal rights required for data promotion, including but not limited to copyright, trademark rights, portrait rights, etc.

5.

Party B can select, set up or operate according to the rules and guidelines of the data promotion platform. Party B can also display its content materials on relevant pages, interfaces or locations such as client applications, websites, applets and other partner network platforms (hereinafter referred to as “traffic network platform”) of Party A’s affiliated companies through the data promotion services provided by Party A in other ways (email confirmation by both parties, etc.) agreed in this Agreement, or use and enjoy corresponding services and functions.

6.

The “data promotion service” referred to in this Agreement may include one or a combination of the following methods:

(1)Publish advertisements for Party B’s products in the form of pictures, texts, videos and audio on the traffic network platform;

(2)

Party B shall provide the content of describing, introducing or promoting Party B’s products, which is mainly expressed in words, and publish it on the traffic network platform;

(3)

Party B shall provide the network/download link address and publish it on the traffic network platform. Users of the traffic network platform can jump to the corresponding page to view or use specific services and products or download APP products by clicking the link. Party B shall ensure the legality of the landing page pointed to by the jump link and the content and qualification of the downloaded products;

(4)

Paid search services to promote goods, services or other publicity objects;

(5)

Other data promotion services that can be used to promote Party B’s products.

7.

Promotional content/Content material: refers to the keyword information and website information submitted by Party B or its represented customers, and the information contents designed and produced by Party B or its represented customers or commissioned by others according to law, which are used to display the brand of Party B or its represented customers, and the information content of products and services produced or authorized to be sold by Party B or its represented customers, including but not limited to pictures, text, video, audio, music, flash, live broadcast, etc. The content material includes the landing page itself.

8.

Landing page: refers to the page pointed by the link contained in the content material, that is, the page that the user jumps to or redirects after clicking on the content material.

9.

Self-made programs and specific activities: refer to videos, film and television dramas, variety shows, sports events or live and live evenings that are shot, produced and produced by Party A and/or its affiliated companies or by an entrusted third party which has the right to implant commercial content.

Article II Cooperation Period

1.

The cooperation period between Party A and Party B is from [January 1, 2022 to December 31, 2022]. After the expiration of the above cooperation period, the data promotion service under this Agreement

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will be terminated. If this Agreement is dissolved or terminated in advance, the above cooperation period will end until the date of early dissolution/termination. If Party B’s data promotion account still has cash balance (referred to as “cash balance”) which is prepaid and recharged but has not been launched after the expiration of the above cooperation and Party B chooses to continue to use it, the cash balance can only be used for bidding data promotion and can be postponed until the date when the cash balance is used up. During the extension period, the data promotion shall still be implemented in accordance with this Agreement, unless otherwise agreed by both parties. After the expiration of the above cooperation, Party B shall not renew the fee and recharge under this Agreement, except consume the aforesaid cash balance. However, the consumption generated after January 1, 2023 shall not be used for rebate accounting corresponding to this Agreement and/or supplementary agreements and other documents signed by both parties.

2.

If there is any prepaid unconsumed cash balance in Party B’s data promotion account before the signing of this Agreement, Party B confirms that the aforesaid prepaid unconsumed cash balance will be transferred to this Agreement and implemented in accordance with this Agreement from the cooperation start date agreed in this Agreement.

3.

If there is still available grant amount in the data promotion account of the represented customer of Party B after the expiration of this Agreement, the relevant grant amount can continue to be used for data promotion launch and consumption before the expiration period displayed on the platform. The data promotion during the consumption period of the grant amount should still be implemented according to this Agreement, and the grant amount shall not be applied for refund or transferred to the data promotion account of a third party or other represented customer.

4.

After the expiration of the cooperation period of this Agreement, other non-cash amounts in Party B’s data promotion account except the grant amount shall not be used for data promotion launch and consumption. If the non-cash amount in Party B’s data promotion account is still put in and consumed by data promotion, Party B agrees and guarantees to pay Party A the data promotion expenses corresponding to the consumed non-cash amount according to this Agreement.

Article III Data Promotion Mode

1.

Non-bidding data promotion: includes but is not limited to CPT , CPM guaranteed advertisement, CPV guaranteed advertisement, special project resource package and other non-standard resources; for non-bidding data promotion, the Data Promotion Order (hereinafter referred to as the “order”) signed by Party A and Party B before data promotion or confirmed by the valid mailbox and data promotion platform agreed in this Agreement shall prevail, and the specific time, location and price of data promotion shall be determined. If Party B issues an order through email or data promotion platform, the order shall be regarded as the true intention of Party B and have legal effect and binding force on Party B. The order shall take effect after Party A confirms it through the valid email or data promotion platform agreed in this Agreement.

Party B knows and confirms that Party A will log in to the data promotion background by itself or by entrusting a third party, to check the accounts with Party B and its represented customers, and

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carry out corresponding operations according to the order agreement, and confirm relevant online agreements and rules on behalf of Party B for the use of some functions, so as to realize the non-bidding data promotion and launch.

During the cooperation period of this Agreement, if Party B changes the effective order, it shall notify Party A 30 days in advance and the change shall be confirmed by Party A, and both parties shall sign or confirm the changed order separately in accordance with the aforesaid agreed manner; otherwise, it will be deemed that the order has not been changed, and both parties will still execute and settle according to the effective order before the change.

2.

Bidding data promotion: includes but is not limited to CPM (oCPM) (charging according to advertisement display), CPC (charging according to advertisement click) and other bidding launch. Party B shall promote the data by online bidding according to the rules of data promotion platform and delivery operation guidelines.

3.

Party B knows and confirms that: If Party B has selected the preferred media or preferred scene on the data promotion platform, Party B’s promotional contents will be mainly launched according to the media or scene selected by Party B. At the same time, in order to provide better data promotion services for Party B, the data promotion platform may optimize the content and format of Party B’s promotional contents and intelligently expand and launch it to other traffic scenarios. For the purpose of optimizing data promotion services, the data promotion platform will adjust the size and format requirements of content materials, launch location and form, data promotion modes, etc. from time to time.

4.

Party B knows and confirms that no matter what data promotion method is adopted, Party A will not make any express or implied commitment to the promotion effect of Party B’s use of the services under this Agreement and the sales volume, operating performance and investment income of Party B’s products.

Article IV Data Promotion Expenses

1.

Billing method

According to the specific way of data promotion agreed by Party A and Party B, Party B shall settle accounts and pay expenses to Party A in corresponding billing methods (including CPT, CPM, CPC, CPM, etc.); billing currency: RMB.

2.

Payment period

(i) For bidding data promotion of Party B, Party B shall pay Party A the data promotion expenses within the agreed period as follows:

Pay before data promotion (i.e., prepay). Party B shall pay the promotion expenses to Party A before data promotion. With each natural month as a settlement cycle, both parties shall timely calculate the promotion expenses incurred in the previous cycle in each settlement cycle, and Party A shall timely provide Party B with the invoices of equal value after receiving the sealed order or Data

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Promotion Settlement Statement issued by Party B.

(i) For non-bidding data promotion of Party B, Party B shall pay Party A shall pay the data promotion expenses to Party A within the agreed period as follows:

Pay before data promotion (i.e., prepay). Party B shall pay the promotion expenses to Party A before data promotion. With each natural month as a settlement cycle, both parties shall timely calculate the promotion expenses incurred in the previous cycle in each settlement cycle, and Party A shall timely provide Party B with the invoices of equal value after receiving the sealed order or Data Promotion Settlement Statement issued by Party B.

3.

When Party B adopts non-prepaid payment, even if the payment period has not expired, as long as Party A has reasonable reasons to think that Party B is about to lose or has lost the ability to pay or has the risk of overdue payment, Party A has the right to suspend Party B’s data promotion and require Party B to pay the expenses immediately, and at the same time, Party A has the right to change Party B’s payment method from “consume before pay” mode to “prepay” or require Party B to pay a certain amount of deposit.

4.

Type of invoice: the items that Party A can issue are promotion expenses/ advertising release expenses/ advertising expenses, and the types of invoices that Party A can issue for Party B are special VAT invoice/ordinary VAT invoice.

5.Party B shall pay by bank transfer, and Party A does not accept other payment methods. The settlement currency is RMB. The information of Party A’s receiving bank account is as follows:

Party A’s account name: [Toutiao (Xiamen) Technology Co., Ltd.]

Bank of deposit:

Bank account number:

Article V Cooperation Policy

1.

Party B confirms that during the cooperation period, Party A has the right to set relevant assessment indicators on Party B’s data promotion every quarter (the specific information shall be subject to the notice separately issued by Party A by email). At the beginning of each quarter, Party A shall assess the completion and cumulative completion of relevant assessment indicators of Party B in the previous quarter and before. If any assessment indicators of Party B are not completed, Party A has the right to terminate this Agreement immediately without bearing any liability for breach of contract/compensation.

2.

During the cooperation period of this Agreement, Party B applies to Party A for and confirms the data promotion and distribution policy or return policy approved by Party A through the valid mailbox agreed in this Agreement (hereinafter collectively referred to as the “annual frame policy”, including but not limited to the policy content, actual implementation of the policy, deposit and other related contents), and the contents of the annual frame policy confirmed by Party B in the aforesaid way are the true intention of Party B and have legal effect and binding force on Party B. If a written agreement is signed separately

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on the annual frame policy, it shall be implemented in accordance with the written agreement.

Part II General Terms

Article I Protection of User’s Personal Information

Under this Agreement, both parties shall handle the user’s personal information in accordance with the requirements of relevant laws and regulations. The data provider promises that the data provided for the receiver complies with the laws and regulations and has obtained the authorization and consent of the relevant personal information subject, and there is no infringement of the legitimate rights and interests of any third party. The data receiver promises to protect the safety of personal information in a way that meets the requirements of relevant laws and regulations and necessary measures, and handle relevant personal information according to the provisions of laws and regulations, the aforesaid authorization consent of the personal information subject and the agreement in this Agreement.

Article II Account Number of Data Promotion Platform

1.

The accounts registered and opened by Party B and all customers represented by Party B on the data promotion platform are limited to Party B and its authorized subjects. Without the written consent of Party A, Party B is prohibited from donating, borrowing, renting, assigning or selling the accounts in any form.

2.

Party B shall properly keep the account number and password registered and opened on the data promotion platform, maintain the security and confidentiality of the account number and password, and bear all legal liabilities for activities and behaviors in the name of Party B’s account number (including but not limited to online signing of agreements or data promotion, etc.). If the account number is stolen or the password is lost due to Party B’s improper custody or other force majeure factors, Party B shall bear the responsibility by itself. In case of losing the account number or forgetting the password, Party B can appeal and request to retrieve the account number or password in time according to the appeal channels of Party A or the data promotion platform. Party B understands and recognizes that in the password retrieval mechanism of Party A or the data promotion platform, it is only necessary to identify the consistency between the information filled in the complaint form and the information recorded in the system, but it is impossible to identify whether the complainant is a real authorized user of the account.

3.

Party B understands and agrees that in order to ensure the security of the account and the legitimate rights and interests of Party B, if Party B’s account has not been logged in and used for a certain period of time, Party A has the right to re-verify the identity of the login party of Party B’s account according to the operation process of the data promotion platform.

4.

After the dissolution or termination of this Agreement, Party A shall have the right to close all accounts and account permissions registered and opened by Party B and customers represented by it on the data promotion platform.

Article III Submission and Review of Data Promotional Contents

1.

Within the scope specified in this Agreement, the specific data promotional contents shall be subject to

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those submitted by Party B to Party A or uploaded to the data promotion platform and accepted after being reviewed by the data promotion platform.

2.

According to the data promotion mode, Party B shall submit the content materials in advance according to the standards and sizes of the data promotion platform before data promotion. If Party B wants to change the content of data promotion, it shall also submit the changed content materials in advance according to Party A’s requirements, otherwise Party B shall still pay the corresponding data promotion expenses according to this Agreement and bear the consequences caused by the failure to change the content materials in time.

3.

The data promotional contents and content materials provided by Party B must be true and legal, shall not be false, shall not deceive or mislead consumers, shall not violate laws, regulations, rules and regulations and public moral standards, shall not be suspected of or constitute unfair competition and infringe upon the legitimate interests of any third party (including but not limited to infringement of intellectual property rights such as copyright, trademark rights and patent rights of others, infringement of personal rights or other legitimate rights and interests of others, etc.), and shall comply with relevant laws, regulations and rules, otherwise Party A has the right to refuse to publish it.

4.

Party B guarantees that it will not randomly add application download links, download buttons, download QR codes and other operation portals to guide users to download applications. If Party B needs to add an application download link or other operation entry to guide users to download, Party B shall obtain confirmation from Party A in advance and upload relevant application information through the application management center designated by Party A, add download links in the way allowed by Party A or the data promotion platform, and express five-element information (application name, version information, developer name, permission information and privacy policy) to users. There shall be no inconsistency between the content materials and relevant application information or other misleading or inducing users to download, otherwise, Party A shall have the right to reject Party B’s data promotion requirements, immediately take the content materials being launched offline and require Party B to bear the corresponding liabilities specified in this Agreement.

5.

Party A will review the data promotional contents and content materials submitted by Party B according to relevant laws, regulations, rules and regulations and the rules of the data promotion platform.

6.

Party A’s review and final launch shall not reduce Party B’s responsibility to guarantee the authenticity and legality of the promotional contents, relevant qualifications and sales and promoted products. Party B shall bear all legal responsibilities for any disputes, demands and disputes caused by Party B’s data promotional contents or sales and promoted products. If Party A and/or its affiliated companies suffer any losses (including but not limited to any third-party claims, compensation paid in advance or penalties imposed by state organs, etc.), Party B shall fully compensate Party A and/or its affiliated companies for all losses thus suffered. At that time, Party B shall not refuse to bear the liability for compensation according to this Agreement because the promotional contents and/or content materials and relevant qualifications have been reviewed, launched by Party A/data promotion platform or provided by other third parties.

7.

Whether it is within the scope of Party A’s review responsibility or not, once Party A finds that Party B’s

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data promotional contents or sales and promoted products are prohibited by relevant laws and regulations or will probably lead to illegal and violation risks, or there are serious violations of public order and good customs, or when Party B, its represented customers and/or related personnel thereof (including but not limited to senior executives and spokespersons of Party B and/or its represented customers) are reported to have illegal, negative events or other improper behaviors and investigated by the competent authorities, Party A shall have the right to immediately suspend the launch and require Party B to make modifications within 2 natural days after receiving the written notice from Party A. Before Party B makes modifications according to Party A’s requirements, Party A shall have the right to refuse to publish the data promotional contents, and Party A does not have to bear the liability for breach of contract for the delay of data promotion and publication caused by this. If Party B refuses to modify or delays in modifying the data promotional contents, which affects the normal development of Party A’s data promotion business, Party A shall be entitled to unilaterally terminate this Agreement or require Party B to pay the corresponding data promotion expenses during the delayed release period.

8.Party B shall examine the promotional contents to be released by itself with the high duty of care that professionals can fulfill, so as to avoid any illegal situation in the promotional contents and content materials as much as possible.

9.If Party A receives investigation by the competent authority or receives complaints from a third party due to Party B’s data promotional contents and/or content materials, sales and promoted products, etc., or if Party B or its represented customers complain to other third parties, Party B shall agree Party A to provide the information of Party B’s cooperation under this Agreement, including but not limited to the company’s subject information and data promotion information, to the competent authorities or third parties, and Party B shall cooperate to solve the above investigations, complaints and disputes. If a third party complains that Party B’s promotional contents infringe its legal rights, Party B shall provide counter-notice and preliminary evidence according to Party A’s requirements to prove that it does not constitute infringement, and Party A has the right to provide relevant qualification and other certification documents provided by Party B to the third party. If Party B refuses to provide evidence or provides insufficient evidence to prove that it does not constitute infringement, Party A has the right to terminate this Agreement or suspend the launch and require Party B to pay liquidated damages of RMB 30,000 or at 20% of the data promotion expenses (whichever is higher) for the content materials/products complained of infringement. If the liquidated damages are insufficient to make up for Party A’s losses, Party B shall make compensation continuously.

10.In order to optimize and provide data promotion services that are more in line with market demand, Party B authorizes Party A or Party A’s related parties to have the right to migrate the data promotion platform accounts and/or related data in the accounts among various data promotion platforms, so as to achieve the purpose of providing data promotion services.

11.For the purpose of verifying and ensuring the service quality provided by Party B to its represented customers, Party B authorizes Party A to have the right to provide Party B’s subject identity, operation and information related to data promotion to Party A’s affiliated companies or related operating platforms of affiliated companies for viewing and analysis.

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Article IV Data Statistics

1.

Party A and Party B confirm that all data under this Agreement (including but not limited to data promotion information, release time, page views, clicks, etc.) shall be counted by Party A and used as the basis for settlement. Party A guarantees that the statistical data are objective and true.

During the implementation of this Agreement, every data promotion period is taken as the cycle. If Party B has any objection to Party A’s agreement performance (including data promotion implementation), Party B shall clearly submit the objection to Party A in written form (valid in the form of email, accompanied by corresponding materials: such as webpage copying) within 5 natural days after the end of the data promotion period. If Party B fails to raise an objection in the above written form within the above objection period, Party B shall be deemed to have no objection to data promotion, implementation and corresponding expenses.

2.

Party B can only monitor and count the data promotion services supported by Party A and the data promotion types and resources opened by Party A in accordance with this Agreement and the order/scheduling agreement, Party B and the third-party statistical agency entrusted by Party B in accordance with this Agreement shall strictly keep confidential the information obtained in the process of data statistics and monitoring, and promise to implement necessary management measures and technical means not lower than the overall level of the industry to protect the security of information and data, and shall not use the learned information for purposes other than those agreed in the contract.

3.

For non-bidding data promotion:

(1)

Party B can choose to entrust a third-party statistical agency notified by Party A to conduct data statistics.

(2)

Based on the data issued by Party A, if the difference between the statistical data of the third-party statistical agency entrusted by Party B and the data of Party A does not exceed 10% (including 10%), the data of the third-party statistical agency may prevail; if the difference exceeds 10%, Party A and Party B shall review the data together with the third-party statistical agency and correct the error according to the facts. If it is confirmed that Party A’s data is incorrect, the data of the third-party statistical agency may prevail; if it cannot be confirmed that Party A’s data is incorrect, Party A’s data shall prevail. If no agreement can be reached, the dispute settlement method agreed in this Agreement shall be followed.

(3)

Party A has the right to unilaterally adjust, reduce or change the third-party statistical agencies and notify Party B in advance. Only when Party B entrusts the corresponding third-party statistical agencies according to Party A’s latest notice can the error of non-bidding data promotion data be implemented according to the previous clause. If Party B chooses a third-party statistical agency other than the third-party statistical agency agreed in this Agreement (subject to Party A’s latest notice) for monitoring and data statistics, the statistical data will be invalid unless Party A agrees in writing.

(4)

In the above data review, both parties confirm that they do not recognize and support the settlement and investigation rules of “synchronous click monitoring”, “frequency”, “TA%” and “ivt” data of third-party statistical agencies, and the rules of Party A shall prevail.

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(5)

If Party B builds its own monitoring link to conduct data statistics for non-bidding promotion, Party B confirms that all data under this Agreement shall be subject to Party A’s statistical data.

4.

For bidding data promotion, Party B may choose to entrust a third-party statistical agency or build a self-built monitoring link to conduct data statistics, but all data under this Agreement shall be subject to Party A’s statistical data.

Article V Liability for Breach of Contract, Exemption Clause and Special Provisions

1.

Party B shall pay Party A data promotion expenses (including the deposit, if any) according to the time and amount specified in this Agreement. Where Party B fails to pay the expenses in full and on time as agreed, it shall pay overdue fine at 3‰ of the total expenses in arrears for each overdue day until the arrears are paid off. Party A shall have the right to directly deduct the unpaid data promotion expenses and overdue fine from the balance of the data promotion account of Party B (including the cash balance, rebate amount, etc.). Meanwhile, Party A shall be entitled to partially or completely suspend Party B’s data promotion demand from the overdue date without bearing any liability for breach of contract. Where Party B delays to pay the data promotion expenses in full for 15 days, Party A shall have the right to terminate Party B’s data promotion without bearing any liability for breach of contract.

2.

In case of any breach of contract by Party B as follows, it shall still pay the corresponding data promotion expenses in full according to this Agreement, and Party A shall have the right to unilaterally terminate this Agreement and require Party B to compensate it and/or its affiliated companies for all losses caused thereby:

(1)

Fail to pay the data promotion expenses in full for 15 days without justified reasons;

(2)

Violate the confidentiality requirements under this Agreement and/or users personal information protection requirements to transfer, copy, spread, assign or license Party As business secrets, software, data and other information, or otherwise disclose the aforesaid information, allow others to use the information or provide others with the information for use, or engage in any commercial or business activities;

(3)

The data promotional contents and/or the sales and promoted products submitted by Party B are prohibited by law or will probably lead to violations of law, or seriously violate public order and good customs, or Party B, its represented customers and/or related personnel thereof (including but not limited to senior executives and spokespersons of Party B and/or its represented customers) have any illegal or negative event or any other improper behavior which is reported and investigated by the competent authority, and Party B still fails to make corrections upon receiving a notice from Party A;

(4)

After Party Bs link is approved or promoted online, Party B shows any content that violates the current laws, regulations and rules by modifying the page or program content pointed by the link, setting website jump, malicious code or virus, etc.;

(5)

Party B fails to add download links in the way as agreed in this Agreement or to express the five-element information to users in the added download links, or there is any content material inconsistent with relevant application information, or otherwise misleading or inducing users to

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download; or Party B changes any content material arbitrarily without Party A’s confirmation, including but not limited to changing the general products originally promoted into the products that can be operated by virtue of special business qualifications, adding or changing the download link, etc.;

(6)

Party B conducts data promotion beyond the agency scope and term specified in this Agreement;

(7)

Party B and/or its affiliated companies carry out agency or other activities in the name of Party A or its affiliated companies arbitrarily beyond or without the authorization of Party A and its affiliated companies;

(8)

Party B or customers represented by it provide any content material containing malicious software, spyware or any other malicious code in data promotion, which infringes the legitimate rights and interests of Party A and/or its users;

(9)

Party B develops subordinate agents;

(10)

Party B should sign a written contract with its represented customers, but Party B fails to check the legality and authenticity of the subject qualification submitted by its represented customers, and fails to provide Party A with the cooperation contracts signed with its represented customers as required by Party A;

(11)

Other serious breach of contract that leads to no practical significance for Party A to perform this Agreement.

3.

Where Party B cannot prove that it has fulfilled its examination obligations as specified in this Agreement, and the content materials, or sales and promoted products uploaded/submitted or launched by it: (1) infringe the legal rights of any third party; (2) or there is evidence proving that Party B is strongly suspected of the aforementioned infringement; (3) Party A has received real and reasonable complaints (including but not limited to any third party accusing Party A of infringement, bringing a lawsuit against Party A, or reporting to relevant competent authorities by means of complaints, letters, media reports, etc.) because of its content materials or sales and promoted products. Under any of the above circumstances, Party A shall have the right to terminate the agreement or suspend the launch and require Party B to pay liquidated damages of RMB 30,000 or at 20% of the corresponding data promotion expenses for the content materials/products (whichever is higher). Where the liquidated damages are insufficient to make up for Party A’s losses, Party B shall compensate Party A continuously. Any dispute arising from Party B’s products shall be resolved by Party B independently and all relevant legal liabilities shall be borne by Party B. Where Party B’s infringement or illegal behavior causes Party A to compensate any third party or suffer punishment from any state organ, Party B shall also compensate Party A in full for all losses suffered thereby.

4.

Unless otherwise explicitly specified in this Agreement, the data promotion resources under this Agreement can only be used to promote the corporate image, brands, products or services of the customers (i.e., actual providers of the products or services to be promoted) clearly specified in the order signed by both parties, Data Promotion Schedule and other documents. Without the prior written consent of Party A, Party B shall not use the data promotion resources under this Agreement to promote the products of any other customer by resale, assignment or any other means. Otherwise, Party A shall be entitled to

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immediately stop publishing or refuse to publish the data promotional contents, and Party B shall pay Party A liquidated damages at 20% of the published price of the data promotion resources used in default within 5 working days from the date of written notice from Party A. Meanwhile, Party A shall have the right to terminate this Agreement in advance. If the above liquidated damages are not enough to make up for Party A’s losses, Party B shall compensate Party A in full for its losses incurred therefrom.

5.

If the cooperation between Party B and the customers represented by it is terminated or the customers represented by Party B make effective complaints about Party B’s services (the standards for effective complaints shall be subject to Party A’s standards), Party A shall have the right to handle the data promotion account of the customers represented by Party B on its own.

6.

Where Party B violates any regulation of the Management Standards for Ocean Engine Agents issued by Party A, Party A shall be entitled to take corresponding measures against Party B and/or require Party B to assume corresponding liabilities according to its latest Management Standards for Ocean Engine Agents.

7.

Under this Agreement, where Party B’s breach of contract causes any loss to Party A and/or its affiliated companies, in addition to the liability for breach of contract specified in this Agreement, Party B shall also compensate Party A and/or its affiliated companies for their rights protection expenses incurred to realize their rights, including but not limited to investigation fees, travel expenses, attorney fees, legal costs, preservation fees and preservation guarantee fees (or preservation insurance premiums). Party A shall have the right to directly deduct the liquidated damages, compensations and rights protection expenses payable by Party B from advance payment and the balance of data promotion account of Party B (including the cash balance, rebate amount, etc.), and insufficient part shall still be compensated by Party B continuously.

8.

Where Party A delays, interrupts or terminates the data promotion services arbitrarily without justified reasons, it shall explain corresponding reasons to Party B in writing. If the agreed data promotion is not launched at the agreed time due to Party A’s fault, Party A shall provide resource compensation for Party B’s data promotion on the principle of “making up for the wrong and omitted ones”, that is, Party A shall provide Party B with resource compensation of equal value only for the wrong and omitted part in accordance with the above principle, and will not bear any other liability.

9.In case of any breach of contract by Party A as follows, Party B shall have the right to unilaterally terminate this Agreement:

(1) Fail to provide data promotion services as agreed within 30 days without justified reasons;

(2) Violate confidentiality requirements of this Agreement;

(3) Other serious breach of contract that leads to no practical significance for Party B to perform this Agreement.

10.

During the cooperation period under this Agreement, if Party B cancels any effective order or the Data Promotion Schedule, it shall notify Party A in writing 30 days in advance and be confirmed by Party A in writing. If Party B fails to cancel as agreed above, it will be deemed as Party B’s breach of contract (if Party B should pay data promotion expenses before data promotion but it fails to do so, it will be deemed as Party B’s breach of contract to cancel the order). Under the circumstances, Party B shall pay Party A

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liquidated damages of RMB 30,000 or at 20% of the promotion expenses as agreed in the corresponding order, Data Promotion Schedule or other documents (whichever is higher). Party A shall have the right to deduct the aforesaid liquidated damages from Party B’s advance payment. In case of no advance payment, Party B shall pay the aforementioned liquidated damages to Party A within 10 working days after the cancellation of data promotion. If the above liquidated damages are insufficient to make up for Party A’s losses, Party B shall compensate Party A in full for all the losses caused thereby.

11.

Party A shall have the right to examine Party B’s promotional contents, sales or promoted products, and information published on the platform. Where Party A finds or suspects that there is any problem with Party B’s promotional contents, sales products or information published on the platform, it shall be entitled to issue a notice of inquiry and correction to Party B, or to delete the information, disable the authority and suspend/stop the services under this Agreement, and to deal with the aforementioned behavior of Party B according to platform rules. The specific contents shall be subject to this Agreement and platform rules. Meanwhile, Party A reserves the right to further investigate related responsibilities of Party B.

12.

Exemption clause:

(1)

In view of the overall interests of the market and business needs, and in order to provide better data promotion services, the adjustments, restrictions, changes or offline of data promotion services, service contents, service modes, layout, page design, etc. under this Agreement arising from the requirements of traffic network platform, data promotion audit and changes of the platform rules, Party A’s adjustment, etc. are all reasonable changes. If the data promotion services under this Agreement cannot be provided as agreed or continuously due to the aforesaid adjustments, changes or offline, Party A will not bear any liability for breach of contract.

(2)

To ensure normal operation of the traffic network platform, Party A shall regularly or irregularly stop to maintain the website when necessary. If the services under this Agreement cannot be provided as agreed due to the aforesaid circumstance, Party A will not bear any liability for breach of contract.

(3)

In case of any circumstance, including but not limited to the requirements of competent authorities, social public events, media reports or major time nodes, etc., Party A shall have the right to adjust, suspend or terminate the data promotion services under this Agreement at the corresponding time node, without bearing any liability for breach of contract.

(4)

Where Party A cannot provide data promotion services as agreed under the above three circumstances, it shall provide the affected data promotion services on terms not lower than those agreed by both parties after the end of the circumstances. Where Party A cannot publish or provide services based on the actual situation, both parties shall make a settlement according to the actual data promotion condition.

(5)

After Party A provides data promotion services as specified in this Agreement, if the promotional contents of Party B cannot be displayed on network terminals such as the computers, mobile phones, etc. of users due to their setting of network terminal devices, client

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applications, websites, applets, etc., or the data promotion services are inconsistent with relevant provisions due to software and hardware devices, network configuration, etc. provided by Party B/customers represented by it, it shall not be a breach of contract by Party A, and Party A will not bear any liability.

(6)

Party B and its employees shall not cause any actual or potential damage to or conflict against the interests, goodwill and brand image of Party A and its employees and affiliated companies, otherwise, Party A shall have the right to terminate this Agreement immediately upon notifying Party B in writing, without bearing any liability for breach of contract, and also be entitled to investigate legal liabilities of Party B and its employees.

(7)

Party A or any affiliated company authorized by Party A may cite the promotional contents of Party B as a data promotion case for display or participating in appraisal for the purpose of building a creative excellent case base, spreading excellent cases and business needs. Under the circumstances, it is not a breach of contract by Party A, and Party A will not bear any liability.

(8)

Party A/the data promotion platform may provide Party B with or display to Party B the contents, reference cases, etc. about the design of promotional contents, copywriting, launch strategy, product selection, etc., or gather high-quality creative materials based on product functions for Party B’s reference (hereinafter collectively referred to as “reference contents”). Party B knows and confirms that the intellectual property rights of the reference contents are attributed to Party A or the original right holder, and Party B will not use them in any way that infringes the rights and interests of Party A or any third party. The above reference contents are for Party B’s reference only, and are not regarded or should not be understood as any permission, authorization, promise and guarantee made by Party A/data promotion platform for the reference contents in part or in whole. Party B shall decide whether to use the reference contents according to its own condition. Party B shall ensure the legality and compliance of its behavior of using the reference contents, and bear corresponding legal consequences by itself.

13.

Limitation of liability: Where Party A violates any obligation under this Agreement, causing actual losses to Party B, it shall compensate Party B for the directly calculable actual losses, but the maximum amount of liquidated damages and/or compensation paid by Party A shall not exceed 20% of the total amount of the order or data promotion plan involved in the breach of contract.

14.

Special provisions on data promotion of self-made programs and specific activities:

(1)

Where Party B displays and promotes content materials and enjoys corresponding rights and interests in Party As self-made programs and specific activities, the self-made programs and specific activities will reflect the corresponding rights and interests of Party B (the specific rights and interests shall be confirmed by both parties in writing or by email), and the data promotion form shall be subject to the final manifestation in self-made programs and specific activities. After expiration of the data promotion period, Party A shall have the right to take Party Bs content materials and rights and interests offline or replace them. Unless otherwise agreed by both parties, all intellectual property rights related to the self-made programs and specific activities shall be attributed to Party A. Without Party As written consent, Party B shall not use them in other

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promotion and launch channels in any form or authorize or assign them to any third party, otherwise, it shall be liable for compensating Party A for all its losses incurred thereby.

(2)

The intellectual property rights of content materials provided by Party B for Party A shall be attributed to Party B or have been legally authorized to Party B. Party B has the right to authorize and hereby irrevocably authorizes Party A and its affiliated companies to use them in programs and specific activities, publicity and promotional activities of the programs and specific activities, and promotional activities of the traffic network platform worldwide, non-exclusively and with the right of sublicensing. Party A and its affiliated companies have the right to modify, copy, adapt, translate, compile or make derivative products of the corresponding contents. Party A shall use the content materials provided by Party B for the purpose agreed by both parties, and shall not abuse or infringe upon the legitimate interests of Party B and belittle Party Bs image.

(3)

Party B knows and confirms that any circumstance where Party Bs rights and interests cannot be realized due to Party As reasons or uncontrollable factors by Party A, such as the scheduling adjustment of self-made programs, the failure in broadcasting, the stop or postponement of specific activities, etc., will not be deemed as Party As breach of contract, and Party A doesnt need to bear any compensation liability to Party B (including but not limited to the compensation for mistakes, omissions and losses, etc.). Both parties shall make a settlement according to the expenses actually incurred for the performed part under this Agreement (including but not limited to the consideration of right and interest resources used by Party B for data promotion). The production cost, etc. actually incurred by Party A shall be handled through negotiation by both parties by signing a supplementary agreement.

(4)

Uncontrollable factors include, but are not limited to the following circumstances: the programs, columns and specific activities involved in the project are not approved or permitted by relevant government approval authorities, or applicable laws, policies or regulatory requirements of the government are changed or adjusted during the cooperation period, or sports events, evening parties, etc. are stopped or postponed due to force majeure, social public events, government requirements or control, etc., and therefore, the programs, columns, specific activities, etc. cannot be put online, are postponed, or still cannot get administrative approval or filing review after modification or postponement, are taken offline, or need changes to the implementation of project contents (including but not limited to the host, actor, guest, director and shooting environment); the program and project scheduling is adjusted due to the broadcasting of major events or news or live programs in Party As broadcast channel, equipment maintenance, overall revision, etc.

(5)

If any offline activity is involved, Party B shall be responsible for the personal and property safety of personnel and materials of Party B and the customers represented by it, and cooperate with the site management (including but not limited to property, safety, fire control, epidemic prevention, etc.).

(6)

If the cooperation on data promotion of self-made programs and specific activities is suspended or terminated ahead of time due to any reason of Party B or its represented customers, including but not limited to the unauthorized cancellation of cooperation by Party B or its represented customers,

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and illegal or negative events or improper behaviors of Party B and its represented customers and/or related personnel thereof (including but not limited to senor managers and spokespersons of Party B and/or its represented customers), and Party A judges that continuing the cooperation will affect the reputation of Party A and/or its affiliated companies, the production costs of self-made programs and specific activities shall be completely borne by Party B, and Party B shall also be liable for compensating Party A for all its losses caused thereby.

15.

Special provisions on programmatic PMP advertising: Where both parties carry out cooperation on programmatic PMP advertising, they shall also abide by the provisions of Annex IV Terms of Cooperation on Programmatic PMP Advertising.

Article VI Anti-commercial-bribery Clause

In order to protect the legitimate rights and interests of both parties, ensure that their business transactions conform to the principle of integrity and fair trade, aim at establishing a long-term friendly business partnership between both parties, and promote benign development of their relationship, both parties have come to an agreement as follows through friendly negotiation:

1.

Commercial bribery mentioned in this article refers to the behavior that Party B or its employees give or promise any person or induce any person to accept any material and spiritual direct or indirect illegitimate benefit, or ask for or accept the aforesaid benefit from any person, including but not limited to Party A’s employees, or influence and/or try to influence any person’s behavior or decision in his or her position, or improperly acquire or retain business.

2.

Party B or its employees shall not, in the name of Party B or individuals, offer, give or promise any direct or indirect benefit beyond the scope of business cooperation to any employee of Party A, affiliated person or any third party, induce any employee of Party A, affiliated person or any third party to accept the aforesaid benefit, or ask for or accept (in form of presenting or giving in unfair value) the aforesaid benefit, including but not limited to public rebate, hidden rebate, cash, shopping card, material object, negotiable securities, travel, share, dividend, cash gift, present, entertainment ticket, special discount or sample, and travel, catering, entertainment and business cooperation induced benefit or other material and non-material benefits paid by Party B.

3.

Conflict of interest referred to in this Agreement includes but is not limited to the following circumstances: (1) Party B or its employees shall not provide a loan in any form for Party A’s employees and affiliated persons thereof; (2) If any shareholder, supervisor, manager or senior executive of Party B, any leader of the cooperation project or any project member is an employee of Party A or an affiliated person thereof, the person shall truthfully and comprehensively inform Party A in writing before cooperation and voluntarily evade; (3) During the cooperation, Party B or its employees shall not allow Party A’s employees and their spouses to hold or have a third party hold Party B’s equity (except for the shares held through the open security exchange market and less than 0.1% of the outstanding equity, held through directly or indirectly holding the fund without actual control right, or held in trust with beneficiaries other than themselves or affiliated persons). Party B shall be obligated to disclose the existing or possible conflicts of interest to Party A in a timely manner, and cooperate with Party A to take measures to

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eliminate possible impacts on the cooperation between both parties.

4.

Before employing a subcontractor or any other representative, Party B shall conduct due diligence on its own to ensure that the other party is a legitimate and eligible enterprise to provide relevant services. All agreements between Party B and any third party, including but not limited to the subcontractor (no matter whether the subcontractor is selected by Party B or appointed by Party A), supplier, agent or any other independent third party with cooperative relationship with Party B, must contain the representations or guarantees made by the third party, that is, it will not offer or promise any improper benefit to any person, or ask for or accept any improper benefit from any person in order to influence or try to influence the person’s behavior or decision, or obtain or retain improper business or other benefits for its company. If the above-mentioned third party and its employees violate the corresponding anti-commercial-bribery clause, imposing an impact on Party A, it will be deemed as the violation of this Agreement by Party B, and Party A shall be entitled to require Party B to bear the liability for breach of contract according to this Agreement.

5.

“Party B’s employee” in this Agreement refers to: (1) any director, manager or employee of Party B’s company; (2) Any director, manager and employee of any subsidiary or related party of Party B; (3) Any direct or indirect shareholder of the company acting in the name of Party B’s company, and/or; (4) Any employee of direct or indirect shareholders of the company acting in the name of Party B’s company. Party B’s employee guarantees that he/she will abide by this Agreement and relevant laws and regulations in all transactions and businesses with Party A according to the contract. Party B shall resist corrupt practices of its employees and/or any third party. Where Party B’s employee violates any provision of this Agreement, it will be deemed as the violation by Party B, and Party A shall have the right to require Party B to bear the liability for breach of contract.

6.

Party A shall have the right to consult Party B’s financial records related to the transactions agreed in the contract by itself or by a professional third party entrusted by it, and collect violation evidence, including but not limited to reviewing relevant financial books, auditing and supervising the data promotion agreements signed with Party B, orders, final statements, payments and related documents, monitoring reports, data promotion evaluation reports and other related data promotion and execution documents, interviewing relevant personnel, etc. Party B shall maintain internal control system to ensure the accuracy of financial statements and information, and reflect all activities and expenses related to the contract in financial records. Party B shall actively assist and cooperate with Party A in the audit and examination, and shall not refuse the audit, conceal any information or provide any false information. If Party B is required by Party A to provide any material during the investigation or audit, it shall actively cooperate with Party A and be responsible for the authenticity of the material provided by it. Within five years after the dissolution or termination of this Contract, Party B shall keep the complete documents of all financial records and information related to this Contract, and Party A shall have the right to copy and save the aforesaid records or documents.

7.

Where Party B violates any of the above agreed behaviors or Party A has reasonable grounds to believe that Party B is at risk of violating the above agreed behaviors, including but not limited to Party B’s refusal to cooperate with the audit and examination, inaccurate financial records, false statements or

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suspected bribery, etc., Party A shall be entitled to unilaterally terminate the contract with Party B in whole or in part, and the contract will be terminated immediately upon Party A sends a notice to Party B. Party B shall bear all liabilities for breach of contract, and simultaneously pay 30% (in the event of a higher proportion in relevant laws and regulations, the higher proportion shall apply) of the total contract amount to Party A as liquidated damages. If the aforesaid liquidated damages are less than RMB 100,000, it shall be subject to RMB 100,000. Party A shall have the right to directly deduct the liquidated damages payable by Party B from the contract amount. For all losses, damages, claims and fines suffered by Party A, Party B shall compensate, defend and protect Party A from damages. If Party B violates the provisions of this Agreement, Party A reserves all rights to investigate direct civil and/or criminal liabilities of Party B and the directly responsible person thereof.

8.

If any violation or attempted violation of the anti-commercial-bribery agreement, anti-commercial-bribery and anti-corruption laws and regulations, and Party A’s systems is found in business cooperation, and Party A’s employees and/or affiliated persons thereof have any illegal and disciplinary behavior that violates the legitimate rights and interests of both parties, such as bribery, embezzlement, asking for benefits, conflict of interests, fraud, disclosure of business secrets, malfeasance, abuse of power, etc., Party B can report to Party A. Party A shall keep confidential any reporting behavior and whistleblower. For the true and effective reporting behaviors and whistleblowers, after the reported incidents are verified, Party A will award the whistleblowers an amount of RMB 10,000-1,000,000 according to relevant system of Party A and the specific situation of the reported incidents.

9.

Special email address for reporting and complaints of Party A: [email protected] and [email protected].

Article VII Confidentiality and Intellectual Property Rights

1.

Any information of the other party known and understood by one party due to the conclusion and performance of this Agreement shall be proprietary information of the other party. Without the prior written consent of the other party, either party shall keep any proprietary information confidential and shall not disclose it to any person or entity, unless otherwise required for performing the obligations under this Agreement normally or otherwise stipulated by national laws and regulations.

2.

Both parties shall be responsible for keeping the specific contents of this Agreement confidential. Without the prior written consent of the other party, either party shall not disclose the cooperation between both parties and the specific contents of this Agreement to any third party.

3.

Without the written permission of Party A, Party B and its affiliated companies shall not use the names, trademarks, trade names, brands, domain names and websites of Party A and/or its affiliated companies and traffic network platform in their marketing, business cards, documents, websites, publicity and any other aspect, or disclose the cooperation with Party A, otherwise, it will be deemed as infringement. Under the circumstances, Party A shall be entitled to suspend or terminate this Agreement, require Party B to take remedial measures (including but not limited to stopping use, taking them offline, etc.), announce Party B’s breach of contract, and require Party B to compensate Party A and its affiliated companies for all the losses arising therefrom.

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4.

Party B confirms that Party A, its affiliated companies and the data promotion platform shall have the right to use the enterprise names, trademarks, trade names, brands, signs, logos, domain names and websites of Party B and its affiliated companies in marketing, business cards, documents, websites and publicity.

5.

Unless otherwise expressly agreed by both parties, the signing and performance of this Agreement will not lead to the transfer of the original intellectual property rights of the parties concerned.

6.

The termination, dissolution, revocation or invalidation of this Agreement will not affect the validity of this confidentiality clause and its binding force on both parties.

Article VIII Force Majeure and Change of Circumstances

1.

Where Party A or Party B delays or fails to perform its obligations in whole or in part due to force majeure or change of circumstances, it shall not be liable for breach of contract, but it shall take measures timely to reduce the losses caused by the force majeure or change of circumstances. Force majeure includes, but is not limited to, government regulation, national policy adjustments, terrorist attacks, hacker attacks, natural disasters, public emergencies, wars, power outages, technical adjustments of telecommunications sector, technical faults and virus intrusion, etc. If the agreement cannot be performed or is delayed in part or in whole due to the aforementioned force majeure events, neither parties shall bear the liability for breach of contract.

2.

The change of circumstances specified in this Agreement is as follows:

(1)

Server termination. Under any of the following circumstances, Party A may suspend providing data promotion services without notifying Party B.

a)

Force majeure caused by non-human factors such as maintenance and overhaul of emergency service equipment, etc.

b)

Failure of basic telecommunication services.

c)

Termination of line services of the platform.

(2)

Under the above circumstances, Party A shall notify Party B within 12 hours after the occurrence.

Party A’s server is temporarily unable to operate normally due to illegal attack, and still cannot be restored after Party A’s great efforts to repair it.

(3)

Other significant changes in objective circumstances that occur after the conclusion of this Agreement, are unforeseeable by the parties concerned when concluding this Agreement, and are not caused by force majeure.

3.

Where the force majeure event or the change of circumstances lasts for 20 days or more than 30 days accumulatively within the validity period of this Agreement, either party has the right to unilaterally terminate this Agreement in advance by a written notice.

Article IX Supplement, Amendment and Termination of Agreement

1.

For matters not covered in this Agreement, both parties may sign a written supplementary agreement separately through negotiation. The written supplementary agreement sealed by both parties shall have

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the same legal effect as this Agreement. In case of any conflict between the supplementary agreement and this Agreement, the supplementary agreement shall prevail.

2.

During the execution of this Agreement, Party A shall be entitled right to terminate this Agreement by sending a written notice to Party B one month in advance, and Party A will not bear any liability for breach of contract.

3.

No matter whether this Agreement is terminated in advance or not, both parties shall complete the financial settlement and clarify their respective responsibilities. If Party B terminates this Agreement without authorization, causing losses to Party A, it shall compensate Party A for all the losses.

4.

Upon expiration, this Agreement may be renewed if both parties reach a consensus and sign a written agreement.

5.

If any clause in this Agreement is wholly or partially invalid or unenforceable due to the violation of relevant laws or government regulations or other reasons, it will be deemed as being deleted. However, the deletion of this clause will not affect the legal effect of this Agreement and other clauses.

Article X Promises and Guarantees

1.

Party A guarantees that it has the legal qualification to engage in data promotion and the authority to sign this Agreement. Party B agrees that in case of any change in the business scope or main business of Party A or other reasonable reasons, on the premise of not affecting the rights and obligations of Party B, Party A has the right to assign all its rights and obligations that have not been performed under this Agreement to its affiliated companies at any time with a written notice to Party B. “Affiliated company of Party A” refers to any enterprise that controls or is controlled by Party A, or is controlled by the same entity jointly with Party A. Control means directly or indirectly owning more than fifty percent (50%) of the equity, voting rights or management rights of the enterprise.

2.

Party B guarantees that it has the legal authority to promote Party B’s products and sign this Agreement. Regardless of the ownership of Party B’s products, Party B shall sign this Agreement in its own name and directly assume all legal liabilities. Without the written permission of Party A, Party B shall not transfer the agency or develop a subordinate agent. Moreover, Party B shall not refuse to perform this Agreement on the grounds of its relationship with any third party. Any dispute between Party B and its customers shall be resolved by themselves, and Party A will not directly intervene in the dispute.

3.

Party B shall fulfill reasonable and necessary prudential and security obligations to ensure the legitimacy and security of the promotional contents, and ensure that it will not provide any content material containing malicious software, spyware or any other malicious code in data promotion, nor will it violate or evade any law, regulation and rule, and any national standard.

4.

During the validity period of this Agreement, if any employee of Party A or its affiliated enterprises becomes a shareholder or senior executive of Party B, Party B promises to immediately notify Party A in writing, otherwise, Party A shall be entitled to terminate this Agreement in advance at any time without bearing any liability.

5.

Party B shall not directly or indirectly induce, require, persuade or encourage the employees of Party A and/or its affiliated companies to resign, nor shall it establish or attempt to establish employment relations,

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business relations or other relations directly or indirectly related to the interests and business of Party A and/or its affiliated companies with the employees of Party A and/or its affiliated companies. Where Party B violates the provisions of this clause, Party A shall have the right to terminate this Agreement immediately, and Party B shall pay Party A RMB 100,000 as liquidated damages. If the liquidated damages are insufficient to make up for the losses of Party A and its affiliated companies, Party B shall make compensation continuously.

6.

Party B shall protect fair competition in the market and the unified management system of Party A, and shall not engage in vicious competition or other unfair competition with other agents of Party A.

7.

During the cooperation between both parties, either party shall ensure the service quality, and shall not damage the overall market image of the other party, nor engage in any other act harmful to the interests of the other party.

8.

Party B promises that after the termination or dissolution of this Agreement with Party A, it will not express or imply that it has any substantive contact with Party A or otherwise express or imply that it is an agent of Party A without the written consent of Party A.

Article XI Dispute Resolution

1.

This Agreement is signed at Haidian District, Beijing. Any dispute arising from this Agreement shall be settled by both parties through friendly negotiation. If the negotiation fails, either party has the right to submit it to the People’s Court of Haidian District, Beijing for litigation, or the superior court of the People’s Court of Haidian District for territorial jurisdiction according to level jurisdiction.

2.

The conclusion, performance and interpretation of this Agreement shall be governed by the laws of the People’s Republic of China.

Article XII Notice and Service

1.

Unless otherwise specified in the agreement, the notices, documents and materials (including but not limited to the Management Regulations on the Use of Ocean Engine and Associated Brands by Ocean Engine Partners, Management Standards for Ocean Engine Agents, Management Standards for the Advertising of Ocean Engine, Data Promotion Schedule, Data Promotion Order, Data Promotion Settlement Statement, and adjustment or change notices from the third-party monitoring organization. The document name may change, which shall be subject to the actual name adopted at that time) sent by both parties to each other for the conclusion and performance of this Agreement are all integral parts of this Agreement, and have the same legal effect as this Agreement. The aforesaid notices, documents and materials can be served by mailing according to the address set out on the first page, by email, by phone, by station letter notification or publicity on the data promotion platform, etc. In case of service by mailing, the notices, documents and materials shall be deemed as service upon they’re delivered to the mailing address. In case of service by email, they shall be deemed as service within 24 hours upon they’re sent out.

2.

For any dispute arising from this Agreement, both parties confirm that judicial organs can serve litigation legal documents by any one or more of the contact ways specified in this Agreement (including but not

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limited to by mailing according to the contact address listed in the agreement, by email or by SMS), and the time of service shall be subject to that of the fastest one among the aforementioned ways. Both parties jointly confirm that the above ways of service are applicable to all judicial stages, including but not limited to the first instance, second instance, retrial, execution and procedure of supervision and urge. Meanwhile, both parties guarantee that their addresses for service are accurate and valid. If any legal document cannot be served or be served timely because the address provided is inaccurate or the address after change is not informed in a timely manner, both parties shall bear the possible legal consequences arise therefrom.

3.

For matters not covered in this Agreement, both parties can make confirmation through the email addresses of contact persons listed on the first page. Where either party changes its contact person or contact information, it shall notify the other party in writing 5 working days before the change, and bear all consequences arising from the failure to notify the other party in a timely manner.

4.

In order to execute this Agreement, both parties will make use of the data promotion platform to serve various notices and standards, including but not limited to the publication and publicity of data promotion auditing standards, agent management standards, data promotion audit and control rules, and other notices, rules and policies, which shall be subject to the specific publication and publicity on the data promotion platform. If the aforesaid notices, policies and standards are sent through the data promotion platform, they will be deemed to be served and effective upon being publicized on the platform, and will be binding on Party B.

5.

Where either party sends a notice to the other party in various ways, the date when the other party receives the notice at the earliest shall be the date of service.

Article XIII Effectiveness of Agreement

1.

This Agreement and its annexes shall come into force as of the date when both parties affix their seals.

2.

This Agreement is made in duplicate, one for Party A and one for Party B, both of which have the same legal effect.

3.This Agreement constitutes the entire agreement concluded between both parties on the issue under this Agreement, and replaces any oral or written communication, statement, MOU or agreement made between both parties on the aforesaid issue before the signing of this Agreement.

(Remainder of this page is intentionally left blank)

Party A: Toutiao (Xiamen) Technology Co., Ltd.

(Seal of the service provider)

Date: January 1, 2022

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Party B 1: Beijing Baosheng Technology Co., Ltd.

(Seal of customer 1)

Date: January 1, 2022

Party B 2: Beijing Baosheng Network Technology Co., Ltd.

(Seal of customer 2)

Date: January 1, 2022

Annex I: Data Promotion Order

Annex II: Data Promotion Settlement Statement

Annex III: Commitment Letter for Personal Information Protection

Annex IV: Terms of Cooperation on Programmatic PMP Advertising

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Annex IV: Terms of Cooperation on Programmatic PMP Advertising

Terms of Cooperation on Programmatic PMP Advertising

Party A and Party B carry out the cooperation on programmatic PMP advertising. According to the specific cooperation situation, the following terms shall apply to the programmatic PMP advertising:

Article I Definitions

1.

Traffic trading services: refer to the services provided by Party A or its affiliated companies as the traffic supply side for the demand side, including but not limited to traffic access, material launch, launch monitoring, financial settlement, etc. The system providing traffic trading services is referred to as the “traffic trading system”.

2.

PMP: means that Party A provides high-quality advertising space for a limited number of advertisers or advertising operators, and both parties agree on various trading contents such as the unit price, advertising space, etc. through offline trading, and realize real-time intelligent advertising by programmatic interfacing. This type of traffic trading service system is referred to as “PMP”, also known as private market place.

3.

Demand-side platform: refers to an online advertising platform service system, which provides advertisers with a launch and optimization service system of promotional contents, and is also known as DSP. Under this Agreement, the demand-side platform is Party B or the DSP designated by Party B and complying with this Agreement.

4.

Supply-side platform: refers to the media service platform that integrates media resources to provide programmatic advertising distribution and screening for media owners or managers, which is also known as SSP. Under this Agreement, the supply-side platform is Party A.

5.

Audience: refers to the target group to be accessible by promotional contents.

6.

Account: refers to the unique digital number (“ACCOUNT ID”) that identifies Party B or the identity of DSP designated by Party B when Party B uses services in traffic trading system. The account name and password provided by Party B will be associated with this account.

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Article II Cooperation Contents

1.

Party B can carry out programmatic advertising on the traffic trading service platform only through the DSP confirmed by Party A in writing or by email and complying with Party A’s standards and requirements, and interface with Party A’s traffic trading system according to the technical specifications provided by Party A. Party A will provide traffic trading services according to this Agreement. Party B confirms that Party A has the right to adjust or reduce the DSP that complies with Party A’s standards and requirements, with Party B notified in advance. This clause shall not be regarded as or constitute any guarantee provided by Party A for the DSP or any liability for its behaviors.

2.

Party A has the right to adjust the pricing rules and expense payment methods for traffic trading services according to the actual situation, and the aforesaid adjustment should be communicated with Party B in advance. If Party B raises an objection, Party A shall actively seek solutions with Party B. If Party B disagrees to the adjustment in writing, it may choose to terminate this Agreement.

Article III Consumption Requirements and Payment Methods of PMP Advertising

1.

On Party A’s PMP traffic trading service platform, for the traffic sent by Party A, Party B is entitled to choose whether to return the advertisements of its customers through the DSP complying with this Agreement according to the launch mode. Meanwhile, each natural month is taken as a settlement cycle by both parties, and in each settlement cycle, Party B must ensure that the minimum monthly consumption of its settlement cycle is RMB 100,000. If the settlement cycle is less than one natural month, the minimum consumption shall be calculated according to one natural month. If Party B fails to satisfy the minimum consumption standard in a settlement cycle, it shall still make a settlement according to the minimum consumption standard as agreed in this Agreement. If Party A adjusts the minimum consumption amount, it shall promptly notify Party B, and both parties confirm that the contents of the latest notice from Party A will be followed.

2.

The launch modes include but are not limited to BPG, PDB, PD, etc., which shall be subject to the Data Promotion Order signed by both parties or confirmed by email.

BPG: non-returnable private programmatic trading advertisement with fixed space and guaranteed volume;

PDB: private programmatic trading advertisement with fixed space and guaranteed volume;

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PD: private programmatic trading advertisement with fixed position and unlimited volume;

3.

Agreement on unit price: the unit price shall be subject to the published price of Party A in the current period.

4.

Payment methods:

(i) For the promotion of programmatic PMP advertisements, Party B shall pay Party A the data promotion expenses within the agreed period as follows:

Pay before data promotion (i.e., prepay). Party B shall pay the promotion expenses to Party A before data promotion. With each natural month as a settlement cycle, both parties shall timely calculate the promotion expenses incurred in the previous cycle in each settlement cycle, and Party A shall timely provide Party B with the invoices of equal value after receiving the sealed order or Data Promotion Settlement Statement issued by Party B.

Article IV Execution Clause of Party A’s Traffic Trading Service Platform

1.

Party B can only launch the promotional contents of Party B’s customers on Party A’s traffic trading system, and shall not assign the promotion resources under this Agreement to release the promotional contents of other platforms/systems.

2.

Party B guarantees that Party B and its customers are legally qualified to release the corresponding promotional contents, and related goods and services in the promotional contents should be legal, conform to relevant national standards and regulations, have passed the corresponding administrative approval, are not counterfeit and shoddy products, and will not infringe upon the legitimate rights and interests of any third party. Party B shall be responsible for reviewing the relevant certification materials that should be provided by its customers according to law, so as to ensure the legality of the promotional contents.

3.

Party B shall ensure that it has obtained the consent of its customers to release the promotional contents through Party A’s traffic trading system, and shall review the government approval and relevant certification documents necessary for customers to release the promotional contents according to law.

4.

Party B shall, as required by Party A, submit certification documents related to the promotional contents, including but not limited to authentic information of customers, certification or authorization documents of trademark right and copyright, authorization certificate of portrait right, approval document number, inspection report and other qualification certification materials for proving the authenticity, legality and

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effectiveness of the promotional contents.

5.

Party B shall guarantee that the promotional contents launched comply with all applicable laws, regulations, rules, binding policies and Party A’s standards for promotional contents (including but not limited to the Management Standards for the Advertising of Ocean Engine).

6.

Party A will carry out inspection and spot check of the promotional contents uploaded by Party B. If any content fails to satisfy Party A’s standards, Party A shall be entitled to unilaterally take corresponding measures, including stopping the release of the promotional content, suspending account transactions, etc.

7.

Where Party B’s promotion link address is infected by any computer virus, Party A has the right to suspend the release of the promotional contents, shall simultaneously notify Party B to disinfect the server, and can resume the release of the promotional contents only after Party B disinfects the server and Party A confirms that the promotion link is safe. The suspension of the release of promotional contents during this period shall not be deemed as Party A’s breach of contract, and the loss arising therefrom shall be borne by Party B. Party A will not supplement the release, and Party B shall still pay Party A service fees in full according to the contract.

8.

To protect the rights and interests of Party B, Party A may suspend providing traffic trading services and notify Party B when any abnormal activity is found in Party B’s system and account.

9.

Party B shall guarantee that the promotional contents uploaded by it are consistent with the contents of the landing page, and will not cause the misunderstanding of consumers in overall effect. During the effective display of promotional contents, the landing page shall not be changed.

10.

Where any promotional content of Party B or the DSP designated by Party B violates this Agreement, Party A and cooperation websites shall have the right to refuse to release it or delete it at any time after release, and will not display all promotional contents uploaded by Party B or the DSP designated by Party B through system settings, even if Party B has succeeded in bidding. In addition, Party A shall be entitled to require Party B to pay liquidated damages separately at the standard of RMB 5,000 per piece of illegal information. If the loss of Party A and/or cooperation websites arising from the breach of contract and violation of the information of Party B or the DSP designated by Party B exceeds RMB 5,000, Party B shall make additional compensation within 5 working days.

11.

Where any third party complains about Party B’s promotional contents or corresponding products/services under this Agreement, Party A shall have the right to immediately stop the service to Party B and notify Party B with the contact information left by it, and Party B shall bear all consequences

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caused thereby.

12.

Advertising data statistics: the same as the statistics of non-bidding data promotion data in Paragraph III of Article IV in Part II “General Terms” under this Agreement.

Article V Rights and Obligations of Both Parties

1.

Party B shall recharge, quote and upload promotional information according to relevant standards released on the traffic trading system. Any loss caused by improper operation of Party B shall be borne by Party B. Improper operation includes, but is not limited to the failure to operate according to instructions, the failure to operate timely, password disclosure, the circumvention of security procedures and the use of malicious computer programs.

2.

Party B understands and agrees that Party A has the right to save Party B’s information (including but not limited to the information release location selected by Party B, information content released by Party B, etc.) on Party A’s server according to law.

3.

Party B confirms and agrees that Party A will not make any explicit or implied promise on audience clicks, promotion effects, business performance, etc. that Party B can achieve by virtue of the traffic trading services.

4.

Where Party B violates any guarantee or promise under this Agreement, once it’s found by Party A/ cooperation websites, or any Internet audience files a complaint against Party B, or relevant management department carries out investigation, Party A has the right to unilaterally terminate the service to Party B immediately, in addition to dealing with it according to the provisions of this Agreement.

5.

Party B shall provide Party A with the true and accurate identity, address, promotion qualification and other information of its customer. Party B may enter the above information through API or traffic trading system provided by Party A for verification by Party A. If Party B fails to submit relevant materials in a timely manner or the materials submitted by it are incomplete or inaccurate, Party A is entitled to refuse to launch all promotional contents of the customer.

6.

Where Party B modifies its account data in Party A’s traffic trading system, it shall apply to Party A and be verified by Party A before modification.

7.

The advertising contents released and submitted by Party B on Party A’s traffic trading service platform must indicate the source of the advertisement.

8.

If Party A violates its obligations under this Agreement, causing any loss to Party B, the maximum amount of compensation shall be the bid price (the highest budget limit) of Party B when bidding. If Party B

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violates its obligations under this Agreement, causing any loss to Party A, its affiliated companies and (or) cooperation websites, and other related third parties, Party B shall be liable for compensation. Party A has the right to directly deduct various expenses from the advance payment of Party B, including but not limited to the compensation as agreed in this clause, liquidated damages specified in the Management Standards for the Advertising of Ocean Engine, and the compensation, legal costs, attorney fees and notary fees that must be paid according to law, and Party A is entitled to immediately suspend or terminate the cooperation with Party B. If Party B fails to pay the advance payment to Party A or the advance payment is insufficient to compensate for the losses of Party A, its affiliated companies and (or) cooperation websites, and other related third parties, Party A has the right to directly deduct the aforesaid expenses from the rebate payable as specified in this Agreement and any other contract signed between both parties. If the rebate amount is still not enough, Party A has the right to require Party B to make payment additionally.

9.

When Party B conducts data promotion on Party A’s traffic trading service platform, it shall abide by the platform rules (including but not limited to the Management Standards for the Advertising of Ocean Engine, operation specifications, assessment rules, etc.). If Party A’s platform rules are updated, Party A may inform Party B through website publicity, email and website notification. Where Party B violates Party A’s platform rules during its promotion and launch, it shall pay liquidated damages or compensation according to Party A’s platform rules. If Party B refuses to pay, Party A has the right to deduct the corresponding amount from the advance payment of Party B. If Party B fails to pay the advance payment to Party A or the advance payment is insufficient, Party A has the right to directly deduct the corresponding amount from the rebate payable as specified in this Agreement and any other contract signed between both parties. If the rebate is still not enough to compensate for Party A’s losses, Party B shall make compensation continuously, and Party A has the right to immediately suspend or terminate the cooperation with Party B and investigate Party B’s liability for breach of contract.

10.

Party B shall not change the promotional content page without permission during the launch. Once found, Party B shall bear the liabilities for breach of contract and compensation. Party B shall pay liquidated damages of RMB 20,000 for the first violation, RMB 100,000 for the second violation and RMB 500,000 for the third violation, and for the fourth violation, Party A has the right to permanently terminate the cooperation with Party B. If Party B changes the promotional content page privately, causing the content to violate relevant laws and regulations and to be investigated by relevant administrative authority, Party

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B shall cooperate with Party A to make a truthful statement of the foregoing situation. If the aforesaid liquidated damages are not enough to compensate for the losses of Party A and its affiliated companies, Party B shall make compensation continuously.

11.

Party B and its DSP interface service providers shall not engage in unfair competition of traffic hijacking by providing any malicious program or spyware, or by other means. If the traffic hijacking behavior of Party B and/or its DSP damages the legitimate rights and interests of Party A and/or its users/customers, Party A has the right to require Party B and its DSP to assume all legal liabilities.

12.

Party B shall, according to the classifications of advertisers and promotional contents required by Party A and traffic service platform cooperation websites, promise not to use the customers and promotional contents prohibited by cooperation websites for advertising bid on the cooperation websites. Any loss of Party A, its affiliated companies or cooperation websites arising from the violation of the aforesaid regulation shall be borne by Party B.

13.

Party A will not be liable for any dispute arising from the promotion between Party B and the media and final customers. Party A will not establish any relation with the customers, nor will it charge any fee from the customers (unless otherwise agreed). Party B shall negotiate with the customers on fee collection, invoice issuance, fee refund, customer service and all other issues, provide customers with necessary technical support, guidance and training, and supervise the customers to abide by various rules of Party A’s traffic trading service platform. However, without the written consent of Party A, Party B shall not set any clause or promise related to Party A in any form.

14.

During the cooperation between both parties, the traffic trading system and any information, material, trading record and data provided by Party A are Party A’s business secrets and all relevant intellectual property rights shall be attributed to Party A. Party B shall guarantee that it will timely delete the aforesaid information and data. Unless otherwise agreed by Party A in writing, Party B shall not use the above information and data in any other behavior, including but not limited to mapping, copying, spreading, processing, analysis, reuse, release, etc., except for achieving the purpose under this Agreement, regardless of whether the above information and data are taken as a whole or separate segments, or are combined with other information and data.

15.

Party B agrees that Party A will not bear any liability under the following circumstances: (1) the service is not provided due to any reason other than Party A’s intention or negligence; (2) Party B and/or any third party suffer any loss due to Party B’s intention or negligence; (3) Party B violates this Agreement,

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or other agreements, contracts and/or provisions signed with Party A, or Party A’s platform rules for launch, etc.

(Remainder of this page is intentionally left blank)

Party A: Toutiao (Xiamen) Technology Co., Ltd.

(Seal of the service provider)

Date: January 1, 2022

Party B 1: Beijing Baosheng Technology Co., Ltd.

(Seal of customer 1)

Date: January 1, 2022

Party B 2: Beijing Baosheng Network Technology Co., Ltd.

(Seal of customer 2)

Date: January 1, 2022

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Exhibit 4.5

Alibaba Intelligent Marketing Platform

Cooperation Agreement

(General Terms and Conditions for Business Agency + Particular Terms and Conditions for Agency)

Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Place of signing: Tianhe District, Guangzhou

Date of signing: [January] [1], [2022]


Party A and Party B

Party A: Beijing Baosheng Technology Co., Ltd.

Legal representative: Zhong Wenxiu

Unified social credit code:

Contact person: Cai Zilong

Tel:

Contract mailing address:

Recipient: Cai Zilong

Tel:

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Legal representative: Yang Huaiyuan

Unified social credit code:

Contact person: Yang Man

Tel:

Contract mailing address:

Recipient: Chen Yizhu

Tel:

After equal and friendly negotiation, Party A and Party B have agreed on the following terms and conditions concerning cooperation matters about Party B’s provision of technical services for Party A for mutual compliance. The Agreement consists of Part I General Terms and Conditions for Business Agency (hereinafter referred to as “General Terms and Conditions”), Part II Particular Terms and Conditions for Agency and Part III Other Terms and Conditions. Both parties shall strictly abide by the contents of the Agreement. The Agreement contain the basic clauses based on which both parties sign the Particular Terms and Conditions of Customer Framework Agreement (hereinafter referred to as “Particular Terms and Conditions for Customer Framework”), and constitutes a complete Cooperation Agreement (hereinafter referred to as “the Agreement”) together with the Particular Terms and Conditions for Customer Framework, Service Order (or Order Contract) and other related annexes. The Agreement and each of its separate components shall be legally binding on both parties. If written documents such as Particular Terms and Conditions of Customer Framework Agreement or Order Contract have not been signed and sent by both parties, the validity of the Agreement will not be affected. Both parties may conduct cooperation according to the communication results via written communication methods agreed herein.


Part I: General Terms and Conditions for Business Agency

The General Terms and Conditions for Business Agency contain the basic clauses based on which Party A and Party B conduct technical cooperation. Both parties agree that Party B shall provide technical services for Party A through its website or software system; Party A shall pay technical service fees to Party B and handle other related cooperation matters according to the payment and settlement methods and prices as agreed by both parties or as agreed in the Particular Terms and Conditions for Agency, Particular Terms and Conditions of Customer Framework Agreement or Order Contract.

In the Agreement, either party may be referred to as “the party”, and Party A and Party B collectively referred to as “both parties”.

I. Definitions and Interpretation

1.1.

Partner:

The term “partner” herein refers to Party A, which includes both the agent in cooperation with Party B (hereinafter referred to as “the Agent”) and the direct customer depending on the different contracting subjects of Party A and cooperation methods.

1.2.

Direct customer:

The term “direct customer” refers to the partner who directly signs a contract with Party B and provides technical services hereunder. The direct customer and customer have different meanings herein.

1.3.

Agent:

The term “agent” referred in the name and terms of the Agreement is a common term in the business field. That is, Party A is entrusted by its customers to apply for services from Party B, and independently bears corresponding legal responsibilities as an agent. The agent shall not, in any express or implied way, mislead the customer that it represents Party B.

1.4.

Party B’s software system (referred to as “Party B’s System”):

It refers to the network technology software system developed and operated by Party B or its related parties, through which Party A can directly upload designated information; at the same time, the functions of the system also include statistical management of the


number of clicks and views assuming that Party A’s designated information can be finally clicked and viewed by users.

1.5.

Party B’s system account:

It refers to the unique digital number (“User ID”) that identifies Party A’s identity when Party A uses Party B’s services, and the user name and password provided by Party B will be associated with this account. Party A may set up sub-accounts in Party B’s system account, and transfer money to each sub-account through Party B’s system account (the minimum amount shall not be less than RMB 5,000 or the minimum amount limited by the account). Party A is responsible for associating the user name and password of the sub-account.

1.6.

Party B’s technical service platform (referred to as “Party B’s Platform”):

It refers to the client software or platform (including the released retrospective versions and versions to be released in the future) which is configured and applied to Android, IOS and other mobile terminal operating platforms and owned by Party B or its related parties according to law or based on cooperation between Party B and other third parties as well as the related websites (hereinafter referred to as “Party B’s Website”) which Party B has right to operate.

1.7.

Designated information:

It refers to the information content provided by Party A, including but not limited to links, text descriptions, pictures and videos, as well as pages appearing after clicking.

1.8.

Technical services:

Technical services refer to the technical services provided by Party B for Party A by means of Party B’s System, which can be operated by Party A and enable the designated information of Party A to be dynamically stored, analyzed, sorted and calculated according to certain rules, and output information and data processing results. Party A can operate the functions of push condition setting, selection of technical service platform and data analysis through Party B’s System.

1.9.

Service fee:

It refers to technical service fee that Party A shall pay to Party B for using the services provided by Party B as listed in the Agreement, which may be referred to as “service fee” herein.

1.10.

Customer:

It refers to the civil and commercial subject that entrusts the Agent to use the technical services provided by Party B on Party B’s System.

II. Contents and Methods of Cooperation


2.1.

Party A and Party B confirm that Party B will provide technical services for Party A through Party B’s System/Platform/Website through bidding or non-bidding. Party B will provide services according to the operation of Party A or the customer in Party B’s System, and enable the designated keywords and designated information of Party A or the customer to be displayed in the foreground, or information to be dynamically collected, processed, stored, retrieved and calculated according to certain rules, and data processing results to be obtained. Party A can set push conditions and analyze data through Party B’s System, so as to make it possible for designated information of Party A or the customer to obtain a better ranking position.

2.2.

Assessment: In the cooperation hereunder, the Agent will assess Party A’s business operation ability reflected in the cooperation based on voluntary acceptance of Party B’s consideration of long-term cooperation, and the assessment policy will be agreed in the Particular Terms and Conditions of Agency Distribution Agreement and Party B’s notice or announcement.

2.3.

All designated information uploaded by Party A on Party B’s System/Platform/Website shall comply with current laws and regulations of China, and there shall be no infringement of the legal rights of other third parties.

2.4.

The above designated information shall be approved by Party B before it can be displayed or optimized by technical services. Once approved, the designated information shall not be modified or changed at will.

2.5.

For Party A or the customer who needs to use Party B’s System, if Party A or the customer registers itself through Party B’s System and becomes a registered user of the system, they can independently operate the designated keywords and designated information through Party B’s System. The operation of Party A or the customer shall comply with the specification requirements of Party B and the requirements of laws, regulations and policies. Party A shall keep secret its user name and password for login of Party B’s System and shall not disclose them to a third party. If Party A improperly keeps its account, the losses caused thereby shall be borne by Party A.

2.6.

Party A and Party B confirm that all statistical data hereunder (including but not limited to PV, UV, cooperation income, clicks and downloads of released information) shall be subject to Party B’s statistical methods and results, unless a third-party data monitoring company is designated to provide statistical data services of push or otherwise agreed by both parties. Party B’s System enables balance enquiry via accounts of Party A and the customer, and Party A or the customer can inquire relevant data in real time through Party B’s System Platform. At the same time, Party B guarantees the objectivity and truthfulness of the statistical data.

2.7.

If Party A has any objection to the statistical data, it shall raise a written objection to such data in the previous month before the first three working days of the next month, and both parties shall jointly confirm the data. If Party A does not raise a written objection during


the aforesaid period, it shall be deemed that Party A has accepted Party B’s statistical data on clicks of last month and that Party B is qualified to perform the service of last month.

III. Special Agreement on Rights and Obligations

3.1.

Representations and warranties of Party A and Party B for qualification

3.1.1.

Both parties guarantee that it is an independent legal person legally incorporated and validly existing in accordance with the relevant laws of the People’s Republic of China, and meanwhile fully enjoys the legal capacity for civil rights and civil conduct, which is sufficient to enable it to exercise its rights and perform its obligations hereunder. Meanwhile, when both parties exercise their rights or perform their obligations hereunder, their actions will not violate any restrictions of applicable laws binding on them, nor will they infringe on the legitimate rights and interests of any third party outside the Agreement;

3.1.2.

The legal representatives or authorized agents of both parties have obtained full and complete legal qualifications or authorization to sign the Agreement on behalf of their respective legal organizations;

3.1.3.

Party A shall inform Party B before changing its equity, company name, legal     representative, directors, supervisors and core executives, and Party B has the right to judge whether the above changes have a significant impact on this cooperation and decide whether to continue cooperation. If Party A fails to inform Party B of the above changes in advance, Party B has the right to terminate the cooperation and cancel Party A’s agency right.

3.2.

Party A shall truthfully disclose customer information to Party B, and is obliged to require the customer to provide relevant supporting documents. The supporting documents shall include, but are not limited to, qualification certificates for production or operation issued by relevant government departments, information audit certificates (if necessary), trademark registration certificates obtained in China and other supporting documents stipulated by laws and regulations. It is required to ensure that the information content is true, legal and healthy, and submit such documents to Party B when Party B deems it necessary.

3.3.

Party A shall ensure that it and the customer have legal and true qualifications, and that the information content has been approved by relevant government departments (if necessary). If Party B receives any request, appeal, application, etc. from a third party or is warned, punished or fined by any administrative law enforcement department due to insufficient qualifications and supporting documents of Party A or the customer, defects in authenticity, etc. Party A shall compensate Party B for the losses, including but not limited to attorney fees, legal fees, travel expenses, notarial fees and all other reasonable expenses.

3.4.

Party A guarantees that such information resources as text, pictures, videos or links provided by it does not contain any content that violates relevant national laws, regulations, policies, notices, directives and international treaties recognized or acceded to by the People’s Republic of China, including but not limited to contents that endanger national security, have attributes of obscenity, falsehood, fraud, insult, slander, intimidation or


harassment, infringe on or are suspected of infringing on intellectual property rights, personal rights or other legitimate rights and interests of others, and violate public order and good customs.

3.5.

Party A’s information shall not involve any content in violation of laws and public order and good customs, including but not limited to:

3.5.1.Endangering national security, revealing state secrets, subverting state power,   undermining national unity, and damaging national honor and interests;

3.5.2.Inciting national hatred or discrimination and undermining national unity;

3.5.3.Destroying national religious policy and propagating heresy and feudal superstitions;

3.5.4.Spreading rumors, disturbing social order and undermining social stability;

3.5.5.Spreading obscenity, pornography, gambling, violence, murder, terror or abetting crimes;

3.5.6.Insulting or slandering others and infringing on legitimate rights and interests of others;

3.5.7.Web pages or software content containing viruses or other malicious fee deduction codes;

If Party A violates this clause, Party B has the right to refuse to display or delete such information at any time after display, will not display all the information submitted by Party A through system settings, and has the right to unilaterally terminate the Agreement. Termination of the Agreement will not exempt Party A from paying to Party B the fee for services already provided, and the remaining fees will not be refunded.

3.6.

Party A understands and undertakes that there is no contractual relationship between the customer and Party B, and all the rights and obligations of the customer under the Agreement shall be exercised and performed by Party A. Meanwhile, any disputes, objections, disputes, requests, demands or appeals between Party A and the customer based on the transactions hereunder shall be settled by Party A and the customer, and Party A shall exempt Party B from all responsibilities, including but not limited to tort compensation, compensation for overdue payment, etc.

3.7.

Party A understands and agrees that Party B can adjust the platform system, and Party B can configure the role of business agent and service agent for Party A in Party B’s Platform based on the cooperation hereunder, so that Party A can better provide services for its customer. Party A shall abide by Party B’s management rules and standards (including requirements for business agency and service agency); Party B may also provide system services according to the authorization requirements between Party A’s customers and service agents.

3.8.

If Party A wants to act as a service agent for a customer alone, it may sign a service agency cooperation agreement separately upon consent of Party B and/or its affiliates, and Party A shall provide services as entrusted by its customer.

3.9.

Party B has the right to review the information content and form and qualification of relevant documents provided by Party A. In case any non-compliance with laws and


regulations is found or Party B has reason to believe that the content display will bring adverse effects to Party B, Party B has the right to demand Party A to revise the content within 3 days after receiving the written (including e-mail) modification notice from Party B; Party B has the right to refuse to display the content before Party A modifies it according to Party B’s requirements, and Party B shall not bear any responsibility for the service delay caused thereby. If the normal development of Party B’s business is affected due to Party A’s refusal to modify the content or content modification beyond the time limit, Party B has the right to unilaterally terminate the Agreement and demand Party A to compensate it for all economic losses incurred during the delay period.

3.10.

If Party A or the customer needs to modify or even replace the designated information, it should apply to Party B in writing or via system application at least 3 working days in advance, and the new designated information can only replace the original information after being approved by Party B. If the designated information is modified or replaced without Party B’s review, Party A shall be deemed as breaching the Agreement and shall be handled in accordance with the terms of liability for breach of contract herein.

3.11.

If the third party complains to Party B that the information content designated by Party A and the products/services corresponding to the linked pages are illegal or fraudulent and provide legal basis, Party B has the right to immediately make offline or delete concerned products or pages. Meanwhile, Party B will suspend providing services for Party A, and Party A shall bear the consequences caused thereby. The suspension of service stipulated in this clause shall not exempt Party A from paying to Party B the fee for services already provided. If the judicial organ or administrative agency determines that the complaint by a third party is established, the remaining amount of service fee shall not be refunded, and Party A shall compensate Party B for all losses.

3.12.

Party B’s approval of the qualifications and information content of Party A and the customer does not exempt Party A and the customer from assuming their due responsibilities while their qualifications or content violate relevant laws and regulations.

3.13.

In the case of non-bidding resources in technical services, if wrong broadcasting or missed broadcasting is caused by Party B, supplementary services shall be provided for Party A according to the principle of a supplementary service per missed broadcasting.

3.14.

Restriction on the transfer of rights and obligations and prohibitive agreement on fraudulent performance

3.14.1 The rights and obligations hereunder shall not be transferred unilaterally by either party in any way unless subject to legal conditions or agreed by both parties in writing;

3.14.2 Both parties hereto shall not damage the interests of users and mutual reputation by fraud and other improper means, and are strictly forbidden to deliberately increase or decrease the clicks or visits by various malicious means for the purpose of obtaining illegitimate benefits. Once found, the act will be deemed as fraudulent performance of the Agreement, and the non-responsible party has the right to terminate the Agreement


immediately and unconditionally, and submit it to the national public prosecution organ for judicial handling.

3.15.

Both parties undertake to abide by the applicable laws and regulations on protecting personal information and privacy and freedom of correspondence and ensuring the safe operation of the network. Party A undertakes in terms of the transmission of personal information as required for performance of the Agreement:

(1) Personal information has been de-identified in accordance with the requirements of applicable information protection laws before transmission;

(2) The transmitted personal information is complete, accurate and up-to-date;

(3) The transmitted personal information has been provided with security measures such as encryption;

(4) When collecting personal information, it has fulfilled its obligation to inform the subject of personal information in accordance with the requirements of applicable information protection laws, and has obtained the authorization of the subject of personal information to process personal information under the Agreement and provide personal information for Party B; if it involves obtaining personal information from a third party, Party A undertakes to ensure that the third party has fulfilled the above notification and authorization requirements. Party A will provide written proof of such authorization as requested by Party B;

(5) When transmitting personal information to Party B, it has implemented the provisions of applicable laws and the security measures required by Party B;

(6) It undertakes not to transmit personal information collected in violation of applicable information protection laws or without the authorization of the corresponding subject of personal information to Party B.

3.16.

Both parties undertake not to crack the data or data analysis results returned by the other party by means such as reverse engineering, decompilation or disassembly, or attempt to track, locate or reversely infer the specific user or users’ personal information by other means; the advertising identifier, advertising space information, advertising demand information and advertising consumption information data information obtained through this cooperation will be only used for the purposes, methods and scope described in the Agreement or other written requirements of both parties, and will not be used for other purposes without the written authorization of the other party.

3.17.

Both parties undertake that the data obtained in this cooperation will not be transferred across borders to countries and regions outside the People’s Republic of China.

3.18.

Both parties agree that the remaining part of the deposit (if any) paid by Party A to Party B or Party B’s affiliates based on previous cooperation with Party B or Party B’s affiliates (that is, the amount after deductions or other deductions from the original deposit) shall be disposed of according to Party B’s requirements. Party A shall make up the deposit according to the deposit terms (if any).

IV. Limitation of Liability


4.1.

Party A undertakes not to pursue Party B’s legal responsibility in case Party A’s original service plan cannot be carried out normally due to upgrade or change of Party B’s System, but Party B is obliged to try its best to avoid service interruption or limit the interruption to the shortest time.

4.2.

Party A confirms and agrees that Party B will not make any express or implied guarantee or commitment to the clicks, visits and business performance of the information content available to Party A and the customer by using this service. Party B does not guarantee that the service content will be clicked or viewed by users after providing the service.

4.3.

Party A shall bear all the compensation liabilities for the losses that Party B and (or) other relevant third parties suffer (including but not limited to compensation, legal fees, attorney fees, notarial fees, etc. that must be paid according to law) due to Party A’s violation of the Agreement. Party A agrees that Party B has the right to cancel Party A’s account in Party B’s System at any time after the above situation occurs, and deduct the above expenses and/or loss compensation from the amount already paid by Party A.

4.4.

In order to protect Party A’s rights and interests, Party B may suspend the provision of services while discovering abnormalities in the information contents and accounts of Party A or the customer.

4.5.

If the above-mentioned third party that complains to Party B that the information content designated by Party A and the products/services corresponding to the linked pages are illegal or fraudulent and provide legal basis requests Party B to disclose the basic information of Party A and the customer according to laws, regulations and policies of the competent authority, including and only including name, address and contact information, Party A will accept that Party B’s disclosure does not violate the confidentiality clause of the Agreement. If the competent administrative authority and judicial organ demand Party B to disclose information beyond the above scope, Party B will not violate the relevant confidentiality clause of the Agreement.

4.6.

Party B will provide corresponding security measures using existing technology to ensure the safe and normal provision of service. However, due to possible computer viruses, network communication failures, system maintenance and other factors and possible force majeure events, Party B cannot guarantee the absolute security of the service and normal provision of service under any conditions. Party A shall understand it and shall not require Party B to bear the responsibility under the following circumstances:

(1)

System downtime maintenance;

(2)

Failure of service equipment, communication or any equipment to transmit data or delay, inaccuracy, error, omission, etc.;

(3)

Due to force majeure factors such as typhoon, earthquake, tsunami, flood, power outage, war, terrorist attack, etc., it is impossible to carry out business due to system obstacles;

(4)

Service interruption or delay due to hacker attack, technical adjustment or failure of telecommunications sector, website upgrade, third-party problems, etc.;

(5)

Failure to serve or delay in service caused by government actions and orders of international and domestic courts.


4.7.

Party A confirms that its request to provide services for its designated information is made based on its independent judgment at its own risk. Party A shall be solely responsible for the loss (if any) that may be caused by the loss of its computer system or data.

4.8.

Party A agrees that Party B shall not assume any responsibility under any of the following circumstances:

(1) Failure to provide the service not because of the intention or negligence of Party B;

(2) Party A and/or any third party suffer losses due to Party A’s intention or negligence;

(3) Party A violates the Agreement or Party B’s system rules. The system rules include the rules listed in the Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations and the express operation specifications in Party B’s System.

4.9.

Party A is fully responsible for the authenticity, legality, accuracy, and integrity of intellectual property rights and other rights of the network information, designated information content and the goods/services corresponding to the information (if any), so Party A shall independently assume the audit responsibility for the above matters. Party A shall be fully responsible for any disputes, complaints or government penalties arising from the above matters. If Party B first pays compensation or fine, Party A shall make full compensation for Party B’s losses (including but not limited to the fines imposed by administrative law enforcement departments, compensation, legal fees, attorney fees, notarial fees, etc. that must be paid by according to law) within 15 working days.

4.10.

As the party providing technical services hereunder, Party B guarantees to Party A and the customer that its intellectual property rights, operation rights and other rights over Party B’s Platform, Party B’s System and Party B’s Website comply with relevant national laws and regulations, and do not infringe upon the legitimate rights and interests of any third party outside the Agreement. In case of any right defects in the actual operation process or right claims by any third party outside the Agreement, Party B is obliged to ensure that Party A and the customer are exempted from liability, and take necessary measures to remove obstacles to the exercise of rights and performance of obligations under the Agreement.

V. Agreement Liability

5.1.

Liability for negligence in contracting

Both parties hereto guarantee that they are legally qualified to engage in the cooperation hereunder and that they are not in breach of the representations and warranties for qualification under Clause 3.1 hereof. In case of contracting negligence or invalidation of the contract due to the disqualification of the subject of the Agreement, the qualified party has the right to unilaterally terminate the Agreement upon written notice, and pursue civil liability against the disqualified party for the actual losses caused by the latter’s contracting negligence.


5.2.

If the information submitted by Party A or its customers contains content involving false propaganda or other violations of relevant laws and regulations, Party B has the right to unilaterally terminate the Agreement and compensate Party B for all economic losses caused thereto.

5.3.

If Party A and the customer violate regulations in the process of accepting services, they shall be punished by Party B according to the Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations. For the definition of violations, please refer to the Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations (Annex).

5.4.

Liability for breach of confidentiality obligation

On the premise of ensuring the integrity and legality of the right to disclose confidential information to the Receiving Party, if the Disclosing Party suffers losses due to the Receiving Party’s refusal to perform its confidentiality obligations hereunder or implements the prohibitive clauses in 6.5, the Receiving Party shall bear the liability for compensation to the Disclosing Party, and the amount of compensation shall be limited to the actual loss of the Disclosing Party. If the Receiving Party’s behavior is seriously negligent or intentional, resulting in serious consequences of leaking secrets, the Disclosing Party has the right to directly pursue the legal responsibility of the Receiving Party to the public prosecution organ through judicial channels.

5.5.

Party A shall sign and accept the Agreement Letter of Integrity and Honesty (Annex), and shall neither provide any form of illegitimate interests for the employees, consultants and close relatives of employees or consultants of Party B and its affiliates, or conduct other acts that violate the contents of the Agreement Letter of Integrity and Honesty. Otherwise, Party A agrees that Party B has the right to terminate the Agreement immediately, and Party A shall bear the liability for breach of contract to Party B by (a) taking 30% of all expenses already paid by it to Party B under the Agreement as liquidated damages; or (b) providing the total amount of any form of illegitimate interests as liquidated damages, whichever is higher.

5.6.

Liability for breach of contract in defective performance of payment obligation

In case both parties have agreed on the payment date and payment days, after Party B provides Party A with the technical services hereunder, if Party A refuses to punctually perform or delays its payment obligations to Party B, Party B has the right to demand Party A to correct the defective performance behavior and pursue liquidated damages against the customer at 5 ‰ of the total amount due to be settled in the current month per day. If the defective performance of the customer’s payment obligations has lasted ten (10) days, Party B has the right to unilaterally terminate the performance under the Agreement. The payment of liquidated damages does not mean the discharge of Party A’s debts hereunder, and Party A still needs to fulfill its payment obligations to Party B according to as agreed herein.

5.7.

Other liability clauses as agreed in other provisions hereof.


VI. Confidentiality and Website System Security

6.1.

The confidential information involved in the Agreement mainly specifies the following contents

6.1.1

Management information, including but not limited to: business planning and plan, production and operation performance and financial data, existing and expected customer and supplier information, financial information, human resources data, business operation documents, and other similar information;

6.1.2

Technical information, including but not limited to: know-how and ideas, design, process flow, technology and integration scheme, implementation plan, consulting report, computer program (including source program and object code), and other similar information;

6.1.3

Information provided by both parties in order to realize the purpose of the contract in the early stage of or during the cooperation, including but not limited to: cooperation contract, agreement, meeting minutes, overall implementation and process details of the project (including but not limited to: all the information learned by the customer through the inquiry channel of Party B), and other similar information.

6.1.4

Other confidential information indicated in a certain form.

6.2.

The following information will not be regarded as confidential information

6.2.1

Information that is known to the public when it is obtained.

6.2.2

Information that is known to the public on the Receiving Party’s part after being obtained.

6.2.3

Express information obtained from a third party with legal rights, without the obligation to keep it confidential.

6.3.

Release of confidentiality obligation

6.3.1

The information has been or will be made available to the public for reasons not attributable to the Receiving Party.

6.3.2

The Disclosing Party provides the information to a third party without requiring the latter to perform the confidentiality obligation.

6.3.3

There is objective evidence that the Receiving Party has known or obtained the information transmitted by the Disclosing Party before accepting such information. Or the Receiving Party has independently developed in this respect by relying on persons who do not have direct or indirect access to the confidential information provided by the Disclosing Party.

6.3.4

It is impossible to continue confidentiality due to the compulsory order or execution of the administrative organ or judicial organ. If the Receiving Party is unable to notify the Disclosing Party before or when the information is forced to be disclosed, it shall give the Disclosing Party a timely and reasonable written notice after the forced disclosure.

6.3.5

The legal conditions for discharging the confidentiality obligation have been met.


6.4.

Right statement of the Disclosing Party

The Disclosing Party shall guarantee the accuracy and completeness of the confidential information that it discloses to the Receiving Party. The Disclosing Party has the complete and lawful right to disclose part or all of the confidential information to the Receiving Party.

6.5.

Right exercise and confidentiality obligation of the Receiving Party

The Receiving Party has the right to authorize employees (including but not limited to employees of its branches) who are required to know the confidential information due to business needs to use and access to such information. In addition, such employees know and agree to comply with the relevant provisions of the Agreement. It is sufficient to for employees to comply with all the terms of the Agreement by performing an appropriate written agreement between them and the Receiving Party. Without the prior written authorization or consent of the Disclosing Party, the Receiving Party shall not:

6.5.1

Disclose any confidential information to any third party;

6.5.2

Use confidential information for the benefit of a third party;

6.5.3

Use confidential information for purposes other than those hereunder.

6.6.

Statement of collateral obligations

This confidentiality obligation is a statutory collateral obligation for the performance of the Agreement. After the completion and termination of the Agreement, the obligations involved in the above confidentiality clauses shall not be exempted by the termination of the Agreement except in accordance with the terms and conditions of Clause 6.3.

6.7.

System security:

Party A shall ensure the security of its own website and the customer’s website and system operation, and the transmitted information shall not contain any malicious codes and programs, will not affect the normal operation of the website system and will not infringe on the legitimate rights and interests of users and customers.

Part II: Particular Terms and Conditions for Agency

Both parties jointly confirm that they will strictly follow the contents of the Particular Terms and Conditions for Agency. The Particular Terms And Conditions for Agency, General Terms and Conditions, Particular Terms and Conditions of Customer Framework Agreement, Order Contract and other related annexes constitute a complete Cooperation Agreement on Alibaba Intelligent Marketing Platform The Agreement and each of its separate components shall be legally binding


on both parties. Meanwhile, both parties make it clear that the signing of the Particular Terms and Conditions for Agency will cover all previous agreements made by both parties orally or in writing. Both parties shall implement them as agreed before signing, and both parties shall implement them according to the Particular Terms and Conditions for Agency after signing.

Both parties agree that Party B shall provide technical services for Party A through its website or software system; Party A shall pay technical service fees to Party B and handle other related cooperation matters according to the payment and settlement methods and prices as agreed in the Particular Terms and Conditions for Agency.

I. Cooperation Policy

1.1 Party A, as the technical service partner of Party B, shall provide Party B with high-quality customers, customer account management and other services, and accordingly Party B shall offer rewards to Party A according to the Agreement.

1.2 For details of specific cooperation policies under the Agreement, please refer to the management policies and standards of Intelligent Marketing Platform.

1.3 During the validity period of the Agreement, Party B has the right to change the specific contents of the above policies according to its own operational needs or other considerations. Party B shall notify Party A in writing or by mail of any modification or supplement to the policy content, and both parties shall implement the new polies in the next quarter after the policy change date. The implementation of the new policies is not retroactive.

II. Customer Scope and Assessment Rules

2.1

Party A’s customer scope shall strictly follow the platform rules such as customer development rules issued on the Intelligent Marketing Platform of Alibaba Intelligent Information Business Group.

2.2 Agent assessment rules: Party A, as the partner of Party B, shall accept the assessment made by Party B to Party A and meet the assessment requirements of Party B. The assessment requirements for Party A proposed by Party B shall be implemented in accordance with the KA Agent Access Standard of Alibaba Intelligent Marketing Platform (the specific designation of Party B shall prevail).

2.3. In case the agent has committed serious violations, Party B, its affiliates and the Intelligent Marketing Platform of Alibaba Intelligent Information Business Group have the right to terminate agent cooperation. For detailed criteria for violation judgment and assessment standards, please refer to the Management Measures for KA Agents of Alibaba Intelligent Marketing Platform formulated by Party B (the designation of Party B shall prevail, and any modification of relevant rules will not affect the previously established rewards or penalties).


III. Payment

3.1. Payment method

The payment method agreed by both parties in the Particular Terms and Conditions for Agency is  B   .

A. Prepayment method.

Party A shall remit the fee for purchasing services to Party B’s account in advance. The premise for Party B to provide technical services is that it has received the prepayment from Party A, and Party A shall pay attention to the account balance at any time and top up it in time. Otherwise, when the consumable amount is zero, the designated keywords will automatically go offline and the account will be frozen.

B. Unfixed payment days.

Party A shall pay service fee in full before the payment date determined by both parties. The relevant rules shall be subject to the Credit Management Rules of Alibaba Intelligent Marketing Platform issued by Party B (the designation of Party B shall prevail), and Party B may adjust the management rules according to its own operating conditions and market conditions. The payment days determined before the adjustment date shall be handled according to the original rules, and the payment days after the adjustment date shall be determined according to the new rules.

C. Fixed payment days for post-payment.

Party B shall provide Party A with a fixed payment days, and Party A shall pay service fee in full within payment days before the fixed payment date. The fixed payment days stipulated in the Particular Terms and Conditions for Agency is          . If both parties agree to change the payment days within the validity period of the Particular Terms and Conditions, or Party B changes the payment days as agreed in the contract, the new payment days will be implemented in the next settlement cycle from the date of change.

3.2. Information of Party B’s collection account:

[Wolong Juyao]

Account name: Guangzhou Juyao Information Technology Co., Ltd.

Opening bank and account No.:

[Huichuan Juyao]

Account name: Guangzhou Juyao Information Technology Co., Ltd.

Opening bank and account No.:

3.3. Invoice: Party A shall provide Party B with accurate and complete invoicing information, and Party B shall issue to Party A formal invoices that meet the requirements of tax authorities after providing services and receiving payment from Party A.


IV. Specific Implementation of Cooperation Policies

4.1 Both parties shall check the business situation of the previous quarter in the first month of the next quarter after Party A has made payment as agreed herein, and Party B shall submit it in writing. Both parties shall jointly determine the reward amount of this quarter.

4.2 Both parties agree that for quarterly rewards, they shall jointly confirm the actual accumulated service fee incurred by Party A in the previous quarter through the designated contact person and email address in the next quarter, and jointly confirm the reward amount in the previous quarter according to the agreed reward ratio. Settlement shall be made upon confirmation by both parties.

4.3 For the annual rewards, both parties shall jointly confirm the actual accumulated service fee incurred by Party A in current year through the designated contact person and email address in the first quarter of the next year, and jointly confirm the annual reward amount of the previous year according to the agreed reward ratio. Settlement shall be made upon confirmation by both parties.

4.4 Information of Party A’s collection account:

Account name: [Beijing Baosheng Technology Co., Ltd.]

Opening bank and account No.:

4.5 If Party A has overdue service fee and still fails to pay it after Party B’s urging, Party B has the right to deduct the corresponding amount overdue by Party A from the quarterly rewards and annual rewards, and then pay the remaining reward amount to Party A.

Part III: Other Terms and Conditions

I. Termination Clause

1.1 Both parties agree that either party may terminate the cooperation in advance in writing if it completes the following matters:

(1) Both parties confirm that the cooperation on each platform has been completed;

(2) The financial settlement of transactions is completed.

1.2 Both parties agree that either party has the right to terminate the contract by giving a written notice to the other party under any of the following circumstances:

(1) If either party goes bankrupt or enters bankruptcy liquidation procedure, the procedure has not been revoked within 14 natural days;

(2) The revocation, revocation of business license and dissolution of either party’s subject;


(3) Either party is unable to continue to perform the Agreement due to force majeure events;

(4) Party A fails to pay the service fee in full and on time within the payment time agreed by both parties, and fails to pay the service fee and liquidated damages in full after being urged by Party B;

(5) Party B may notify the other party by e-mail seven working days in advance according to its own business needs to terminate the Agreement, which is not regarded as a breach of contract. If the Agreement is terminated, in order to protect the interests of the customer, if the customer still has unconsumed prepayment, the unconsumed amount shall be postponed for consumption until it is consumed. Or at the request of Party A, Party B may refund Party A according to the refund process;

(6) Party A (i.e., the Agent) signs cooperation access documents with Party B before formal cooperation (agreement on relevant cooperation preconditions), and Party A fails to meet the conditions and standards agreed in the access documents;

(7) Party A has chosen to accept the assessment by Party B and fails to pay the deposit (if any) in full and on time according to the assessment rules, or Party A fails to meet the assessment standards and seriously violates regulations;

(8) Party A transfers any rights and obligations hereunder to a third party in any form without the written consent of Party B;

(9) Party A uses the brand, trademark and enterprise name of Party B and its affiliates fraudulently or beyond the scope as agreed in the Agreement, or Party B and its affiliates suffer from goodwill loss due to Party A’s promotion in violation of laws and regulations;

(10) Other termination matters agreed herein.

II. Miscellaneous

2.1 Party A agrees to abide by the relevant rules concerning services published and updated by Party B from time to time through its system or platform or other means, including but not limited to information uploading, click statistics management, etc.

2.2 During the validity of the Agreement, either party shall not use the other party’s brand and logo without authorization except as expressly stipulated in the Agreement. After the termination of the Agreement, neither party shall use the other party’s brand and logo for any commercial purpose without authorization.

2.3 The entry into force, interpretation, execution, jurisdiction and dispute settlement of the Agreement shall be governed by the laws of the Mainland of the People’s Republic of China. Any dispute arising from or in connection with the Agreement shall be under the jurisdiction of the people’s court of the place where Party B is located.

2.4 Any notices and written letters between the parties must be in Chinese and sent by e-mail, fax, personal service (including express mail) or registered mail to the mailing address specified in the first part of the Agreement.

2.5 If the notices and letters are delivered by facsimile, the date of receipt shall be the exact time shown in the facsimile transmission record; provided that if the fax is sent after five (5) pm on that


day, or the time of the place of the Receiving Party is not a working day, the date of receipt shall be the working day following the time of the place of the Receiving Party; if the notices and letters are delivered by e-mail, they shall be deemed to have been served on the next working day from the date of sending the e-mail; if the notices and letters are delivered by personal service (including express mail), the date of receipt shall be the date of receipt by the Receiving Party.

2.6 Both parties agree that the following email address is the designated contact information. Both parties shall communicate with each other on the specific implementation of the matters agreed herein. During the period when the Particular Terms and Conditions are not signed, both parties can conduct cooperation according to the cooperation standards agreed by the above-mentioned contact persons through the agreed mailbox, and the content expression (without changing the substance of the Agreement) can be used as the basis for both parties to implement the Agreement, specifically as follows:

E-mail with suffix of @bsacme.com designated by Party A (or mailbox) shall serve as the contact information for both parties to notify each other and confirm the content;

E-mail with suffix of @alibaba-inc.com designated by Party B shall serve as the contact information for both parties to notify each other and confirm the content;

If the contact information changes within the validity period of cooperation, the other party shall be notified in time. Otherwise, any loss caused by failure to notify in time shall be borne by the party who is indolent to notify the other party.

2.7 Party A shall not disseminate remarks detrimental to Party B and its affiliates, as well as the Intelligent Marketing Platform of Alibaba Intelligent Information Business Group, and otherwise Party A agrees that Party B has the right to punish Party A by reward deduction and even terminate the cooperation with Party A under serious circumstances.

2.8 Party A and its related parties know and agree that Party B has the right to adjust the current platform name (referring to “Intelligent Marketing Platform of Alibaba Intelligent Information Business Group” or “Alibaba Intelligent Marketing Platform”). If Party B adjusts the platform name, it does not need to notify Party A and its related parties separately. The name of Party B’s Platform shall be subject to Party B’s publicity or notice. The change to the name of Party B’s Platform does not affect the rights and obligations of both parties under the original platform name, and Party A shall still abide by the original platform management system and rules.

2.9 The Agreement shall be valid from [January] [1], [2022] to [December] [31], [2022].

2.10 In the event of any conflict between the Particular Terms and Conditions for Agency and the General Terms in terms of application hereunder, the provisions of the Particular Terms and Conditions for Agency shall prevail.

2.11 The Agreement shall come into force after being sealed by both parties. The text of the Agreement shall be made in duplicate, each of which shall be held by each party.

———— (Remainder of this page intentionally left blank)————————


Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao
Information Technology Co., Ltd.

(Seal)

(Seal)

Date of signing: YY/MM/DD

Annex: Scanned copy of Party A’s business license (stamped with the official seal of Party A)

Alibaba Intelligent Marketing Platform

Cooperation Agreement

(Service Agent Terms)


Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Place of signing: Tianhe District, Guangzhou

Date of signing: [January] [1], [2022]

Information of Party A and Party B

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Legal representative: Yang Huaiyuan

Unified social credit code:

Contact person: Yang Man

Tel:

Contract mailing address:

Recipient: Chen Yizhu

Tel:

Party B: Beijing Baosheng Technology Co., Ltd.

Legal representative: Zhong Wenxiu

Unified social credit code:

Contact person: Cai Zilong

Tel:

Contract mailing address:

Recipient: Cai Zilong

Tel:


Service Agent Terms

After equal and friendly negotiation, Party A and Party B have agreed on the following terms and conditions concerning cooperation matters about Party B’s provision of technical services for Party A for mutual compliance.

The Alibaba Intelligent Marketing Platform Cooperation Agreement - Service Agency Terms contain the basic clauses based on which both parties conduct technical cooperation in which Party A’s customers entrust Party B to perform account maintenance and optimization so as to better serve Party A’s customers, improve the push effect of Party A’s customers on Party A’s platform. Both parties agree that Party A shall provide services for Party A’s customers through its website or software system; Party B is authorized by Party A’s customers and provides account maintenance services as required by Party A. Party A shall pay technical service fees to Party B and handle other related cooperation matters as agreed by both parties.

In the Agreement, either party may be referred to as “the party”, and Party A and Party B collectively referred to as “both parties”.

I. Definitions and Interpretation

1.1.

Partner: The partners mentioned in the Agreement are Party A and Party B.

1.2.

Service agent: Also called “service provider”, it refers to the main body of the company that provides services such as promotion account optimization, material production and uploading for Party A’s customers in its own name with the consent of Party A and its customers according to the requirements and authorization of Party A’s customers. In the Agreement, it refers to Party B.

1.3.

Party A’s software system (referred to as “Party A’s System”):

It refers to the network technology software system developed and operated by Party a or its related parties, through which Party A’s customers or Party B authorized by them can directly upload designated information; at the same time, the functions of the system also include statistical management of the number of clicks and views assuming that the designated information of Party A’s customers can be finally clicked and viewed by users.

1.4.

Party A’s service platform (referred to as “Party A’s Platform”):

It refers to the client software or platform (including the released retrospective versions and versions to be released in the future) which is configured and applied to Android, IOS and other mobile terminal operating platforms and owned by Party A or its related parties according to law or based on cooperation between Party B and other third parties as well as the related websites (hereinafter referred to as “Party A’s Website”) which Party A has right to operate.

1.5.

Designated information:


It refers to the information content maintained, uploaded or provided by Party B as authorized by Party A’s customers upon confirmation by the latter, including but not limited to links, text descriptions, pictures and videos, as well as pages appearing after clicking.

1.6.

Service fee:

It refers to technical service fee that Party A shall pay to Party B for using the services provided by Party B as listed in the Agreement, which may be referred to as “service fee” herein.

1.7.

Party A’s customers/Customers:

They refer to the civil and commercial subjects that push advertisements or submit promotion needs through Party A’s System, including advertisers and advertisers’ agents.

II. Contents and Methods of Cooperation

2.1.

The Agreement shall be valid from [January] [1], [2022] to [December] [31], [2022].

2.2.

Party A and Party B confirm that after Party A obtains written or e-mail confirmation from its customers, Party B shall maintain the advertising push account as required by Party A targeting matters entrusted by Party A’s customers. Party B will provide services according to the operation of Party A’s customers in Party A’s System, and enable the designated keywords and designated information of Party A’s customers to be displayed in the foreground, or information to be dynamically collected, processed, stored, retrieved and calculated according to certain rules, and data processing results to be obtained. The use requirements of Party A’s System should be met at the same time.

2.3.

All designated information uploaded by Party B on Party A’s System/Platform/Website shall comply with current laws and regulations of China, and there shall be no infringement of the legal rights of other third parties.

2.4.

The above designated information shall be approved by Party A before it can be displayed or optimized by services. Once approved, the designated information shall not be modified or changed at will.

2.5.

For Party B or Party A’s customer who need to use Party A’s System, if Party B or Party A’s customer registers itself through Party A’s System and becomes a registered user of the system, Party B can independently operate the designated keywords and designated information through Party A’s System. The operation of Party B shall comply with the specification requirements of Party A and the requirements of laws, regulations and policies. Party B shall keep secret its user name and password for login of Party A’s System and shall not disclose them to a third party. If Party B improperly keeps its account, the losses caused thereby shall be borne by Party B.


2.6.

Party A and Party B confirm that all statistical data hereunder (including but not limited to PV, UV, cooperation income, clicks and downloads of released information) shall be subject to Party A’s statistical methods and results, unless a third-party data monitoring company is designated to provide statistical data services of push or otherwise agreed by both parties. Party A’s System enables balance enquiry via accounts of Party A’s customers, and Party B can inquire relevant data in real time through Party A’s System Platform upon acquisition of authorization by Party A’s customers. At the same time, Party A guarantees the objectivity and truthfulness of the statistical data.

2.7.

If Party B has any objection to the statistical data, it shall raise a written objection to such data in the previous month before the first three working days of the next month, and both parties shall jointly confirm the data. If Party B does not raise a written objection during the aforesaid period, it shall be deemed that Party B has accepted Party A’s statistical data on clicks of last month and that Party A is qualified to perform the service of last month.

2.8.

If Party B wants to cooperate with Party A and/or its affiliates in any business agency other than service agency, it may sign an agency cooperation agreement separately upon consent of Party A and/or its affiliates, and Party B shall provide services as entrusted by Party A’s customers.

III. Special Agreement on Rights and Obligations

3.1.

Representations and warranties of Party A and Party B for qualification

3.1.1.Both parties guarantee that it is an independent legal person legally incorporated and validly existing in accordance with the relevant laws of the People’s Republic of China, and meanwhile fully enjoys the legal capacity for civil rights and civil conduct, which is sufficient to enable it to exercise its rights and perform its obligations hereunder. Meanwhile, when both parties exercise their rights or perform their obligations hereunder, their actions will not violate any restrictions of applicable laws binding on them, nor will they infringe on the legitimate rights and interests of any third party outside the Agreement;

3.1.2.

The legal representatives or authorized agents of both parties have obtained full and complete legal qualifications or authorization to sign the Agreement on behalf of their respective legal organizations;

3.1.3.Party B shall inform Party A before changing its equity, company name, legal representative, directors, supervisors and core executives, and Party A has the right to judge whether the above changes have a significant impact on this cooperation and decide whether to continue cooperation. If Party B fails to inform Party A of the above changes in advance, Party A has the right to terminate the cooperation and cancel Party B’s service authority.

3.2.

Party B confirms that Party B shall obtain authorization and entrustment from Party A’s customers in advance, and shall timely provide Party A with the account that is set up and operated by Party B on behalf of Party A’s customers after obtaining authorization. Party A shall notify Party B of the designated sub-account information, service requirements and


related materials by e-mail, and Party B shall accept such notification methods and execute them in accordance with Party A’s notification.

3.3.

Party B undertakes to complete the following optimization and maintenance work of the designated advertising push account in strict accordance with the requirements of Party A’s customers and Party A’s System:

3.3.1 According to the requirements of Party A’s customers, operate the advertising materials through Party A’s Service Platform, and complete the modification, uploading and deletion of advertising materials;

3.3.2 For all advertising materials operated by Party B, set the push plan and keywords accurately and reasonably through Party A’s Service Platform, and complete data statistics, including but not limited to keyword-based bidding and target selection.

3.3.3 Other account maintenance, management and optimization services entrusted by Party A’s customers.

3.4.

Party B guarantees that such information resources as text, pictures, videos or links provided by it does not contain any content that violates relevant national laws, regulations, policies, notices, directives and international treaties recognized or acceded to by the People’s Republic of China, including but not limited to contents that endanger national security, have attributes of obscenity, falsehood, fraud, insult, slander, intimidation or harassment, infringe on or are suspected of infringing on intellectual property rights, personal rights or other legitimate rights and interests of others, and violate public order and good customs.

3.5.

Party B’s information shall not involve any content in violation of laws and public order and good customs, including but not limited to:

3.5.1

Endangering national security, revealing state secrets, subverting state power, undermining national unity, and damaging national honor and interests;

3.5.2

Inciting national hatred or discrimination and undermining national unity;

3.5.3

Destroying national religious policy and propagating heresy and feudal superstitions;

3.5.4

Spreading rumors, disturbing social order and undermining social stability;

3.5.5

Spreading obscenity, pornography, gambling, violence, murder, terror or abetting crimes;

3.5.6

Insulting or slandering others and infringing on legitimate rights and interests of others;

3.5.7

Web pages or software content containing viruses or other malicious fee deduction codes;

If Party B violates this clause, Party A has the right to refuse to display or delete such information at any time after display, will not display all the information submitted by Party B through system settings, and has the right to unilaterally terminate the Agreement. Termination of the Agreement does not exempt Party B from paying liquidated damages or assuming the obligation of compensation for losses to Party A, and Party A has the right to deduct the aforesaid amount from the amount payable to Party B.


3.6.

Party B understands and undertakes that any disputes, objections, disputes, requests, demands or appeals between Party A and the customer based on the transactions hereunder due to Party B shall be settled by Party B and the customer, and Party B shall exempt Party A from all responsibilities, including but not limited to tort compensation, compensation for overdue payment, etc.

3.7.

Party A has the right to review the information content and form and qualification of relevant documents provided by Party B. In case any non-compliance with laws and regulations is found or Party A has reason to believe that the content display will bring adverse effects to Party A, Party A has the right to demand Party B to revise the content within 3 days after receiving the written (including e-mail) modification notice from Party A; Party A has the right to refuse to display the content before Party B modifies it according to Party A’s requirements, and Party A shall not bear any responsibility for the service delay caused thereby. If the normal development of Party A’s business is affected due to Party B’s refusal to modify the content or content modification beyond the time limit, Party A has the right to unilaterally terminate the Agreement and demand Party B to compensate it for all economic losses incurred during the delay period.

3.8.

If Party A or its customer needs to modify or replace the designated information, Party B shall complete the modification or replacement within the time according to Party A’s written or systematic notice. The new designated information can only replace the original information after being approved by Party A. If the designated information is modified or replaced without Party A’s review, Party B shall be deemed as breaching the Agreement and shall be handled in accordance with the terms of liability for breach of contract herein.

3.9.

If the third party complains to Party A that the designated information content and the products/services corresponding to the linked pages are illegal or fraudulent and provide legal basis, Party A has the right to immediately make offline or delete concerned products or pages. Meanwhile, Party A will suspend providing services agreed herein. Both parties also confirm that if the complaint by a third party is established, Party A is not required to pay the remaining service fee to Party B. If the relevant contents are provided by Party B without authorization, Party B shall bear all the responsibilities arising therefrom and be responsible for compensating Party A for all the losses arising therefrom.

3.10.

Party A’s approval of the information content of Party B does not exempt Party B from assuming its due responsibilities while its qualification or content violates relevant laws and regulations.

3.11.

In the case that the technical service fee is calculated for a fixed time, if wrong broadcasting or missed broadcasting is caused by Party B, Party B shall provide Party A with supplementary services according to the principle of two supplementary service items per missed broadcasting.

3.12.

Restriction on the transfer of rights and obligations and prohibitive agreement on fraudulent performance


3.12.1 The rights and obligations hereunder shall not be transferred unilaterally by either party in any way unless subject to legal conditions or agreed by both parties in writing;

3.12.2 Both parties hereto shall not damage the interests of users and mutual reputation by fraud and other improper means, and are strictly forbidden to deliberately increase or decrease the clicks or visits by various malicious means for the purpose of obtaining illegitimate benefits. Once found, the act will be deemed as fraudulent performance of the Agreement, and the non-responsible party has the right to terminate the Agreement immediately and unconditionally, and submit it to the national public prosecution organ for judicial handling.

3.13.Both parties undertake to abide by the applicable laws and regulations on protecting personal information and privacy and freedom of correspondence and ensuring the safe operation of the network. Party B undertakes in terms of the transmission of personal information as required for performance of the Agreement:

(1) Personal information has been de-identified in accordance with the requirements of applicable information protection laws before transmission;

(2) The transmitted personal information is complete, accurate and up-to-date;

(3) The transmitted personal information has been provided with security measures such as encryption;

(4) When collecting personal information, it has fulfilled its obligation to inform the subject of personal information in accordance with the requirements of applicable information protection laws, and has obtained the authorization of the subject of personal information to process personal information under the Agreement and provide personal information for Party A; if it involves obtaining personal information from a third party, Party B undertakes to ensure that the third party has fulfilled the above notification and authorization requirements. Party B will provide written proof of such authorization as requested by Party A;

(5) When transmitting personal information to Party A, it has implemented the provisions of applicable laws and the security measures required by Party A;

(6) It undertakes not to transmit personal information collected in violation of applicable information protection laws or without the authorization of the corresponding subject of personal information to Party A.

3.14.

Party B undertakes not to crack Party A’s data or data analysis results by means such as reverse engineering, decompilation or disassembly, or attempt to track, locate or reversely infer the specific user or users’ personal information by other means; all data and information obtained through this cooperation will only be used for the purposes, methods and scope described in the Agreement or other written requirements of both parties, and will not be used for other purposes without written authorization of the other party.

3.15

Both parties undertake that the data obtained in this cooperation will not be transferred across borders to countries and regions outside the People’s Republic of China.

IV. Settlement Terms

4.1.

Both parties agree that the settlement data in the Order Contract shall be based on the statistical platform data of Party A. Party A shall ensure the truthfulness and legality of the statistical


data. If Party A or Party B has any objection to the statistical data, it shall raise a written objection to such data in the previous month before the first three working days of the next month. If Party B does not raise a written objection during the aforesaid period, it shall be deemed that both parties have accepted Party A’s statistical data on clicks and that Party A is qualified to perform the service. Data objection does not affect the settlement and payment of the non-objection part.

4.2.

If the error of objection data between both parties does not exceed 5%, the statistical data of Party A shall prevail. If the error of objection data exceeds 5%, both parties shall jointly find out the reasons for the data objection, and negotiate solutions through mutual understanding and accommodation according to the actual reasons. If the reasons cannot be found out, both parties can negotiate a compromise plan. Party A will pay the service fee to Party B according to the quarterly consumption amount and product line of the sub-account maintained by Party B according to the service provider policy, and the specific content shall be subject to the service provider policy confirmed by Party A in writing or by e-mail. Party B shall issue a valid VAT invoice with a tax rate of 6% to Party A in time 10 working days before Party A makes payment. Party A’s invoicing information is as follows:

Name: [Guangzhou Juyao Information Technology Co., Ltd.]

Opening bank and account No.:

Taxpayer identification No.:

Address and Tel:

4.3.

Account information of Party B:

Account holder: Beijing Baosheng Technology Co., Ltd.

Opening bank:

Account No.:

V. Limitation of Liability

5.1.

Party B shall bear all the compensation liabilities for the losses caused by Party A and/or other relevant third parties (including but not limited to compensation, legal fees, attorney fees, notarial fees, etc.) that must be paid according to law due to Party B's violation of the Agreement. Party A has the right to cancel Party B's account in Party A's system at any time after Party A and Party B agree that the above situation occurs, and has the right to deduct the above expenses and/or damages from the amount paid and to be paid by Party A or the amount to be paid by Party B.. Party B shall bear all the compensation liabilities for the losses that Party A and (or) other relevant third parties suffer (including but not limited to compensation, legal fees, attorney fees, notarial fees, etc. that must be paid according to law) due to Party B’s violation of the Agreement. Both parties agree that Party A has the right to cancel Party B’s account in Party A’s System at any time after the above situation occurs, and deduct the above


expenses and/or loss compensation from the amount already paid and to be paid by Party A or the amount to be paid by Party B.

5.2.

In order to protect the rights and interests of both parties, Party A may suspend the provision of services while discovering abnormalities in the information contents and accounts of Party A or the customer.

5.3.

If the above-mentioned third party that complains that the designated information content and the products/services corresponding to the linked pages are illegal or fraudulent and provide legal basis requests Party A to disclose the basic information of Party A, Party B and the customer according to laws, regulations and policies of the competent authority, including and only including name, address and contact information, Party B will accept that Party A’s disclosure does not violate the confidentiality clause of the Agreement. If the competent administrative authority and judicial organ demand Party A to disclose information beyond the above scope, Party A will not violate the relevant confidentiality clause of the Agreement.

5.4.

Party A will provide corresponding security measures using existing technology to ensure the safe and normal provision of service. However, due to possible computer viruses, network communication failures, system maintenance and other factors and possible force majeure events, Party A cannot guarantee the absolute security of the service and normal provision of service under any conditions. Party B shall understand it and shall not require Party A to bear the responsibility under the following circumstances:

(1)

System downtime maintenance;

(2)

Failure of service equipment, communication or any equipment to transmit data or delay, inaccuracy, error, omission, etc.;

(3)

Due to force majeure factors such as typhoon, earthquake, tsunami, flood, power outage, war, terrorist attack, etc., it is impossible to carry out business due to system obstacles;

(4)

Service interruption or delay due to hacker attack, technical adjustment or failure of telecommunications sector, website upgrade, third-party problems, etc.;

(5)

Failure to serve or delay in service caused by government actions and orders of international and domestic courts.

5.5.

Party B confirms that its behavior of providing services is made based on its independent judgment at its own risk. Party B shall be solely responsible for the loss (if any) that may be caused by the loss of its computer system or data.

5.6.

Party B agrees that Party A shall not assume any responsibility under any of the following circumstances:

(1) Failure to provide the service not because of the intention or negligence of Party A;

(2) Party A, Party B and/or any third party suffer losses due to Party B’s intention or negligence;

(3) Party B violates the Agreement or Party A’s system rules. The system rules include the rules listed in the Annex I hereto Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations and the express operation specifications in Party A’s System.


5.7.

Party B is fully responsible for the authenticity, legality, accuracy, and integrity of intellectual property rights and other rights of the network information, designated information content and the goods/services corresponding to the information (if any), so Party B shall independently assume the audit responsibility for the above matters. Party B shall be fully responsible for any disputes, complaints or government penalties arising from the above matters. If Party A first pays compensation or fine, Party B shall make full compensation for Party A’s losses (including but not limited to the fines imposed by administrative law enforcement departments, compensation, legal fees, attorney fees, notarial fees, etc. that must be paid by according to law) within 15 working days. If the relevant liability is caused by Party A, Party B has the right to claim compensation from Party A after assuming the liability.

5.8.

Party A guarantees that its intellectual property rights, operation rights and other rights over Party A’s Platform, Party A’s System and Party A’s Website comply with relevant national laws and regulations, and do not infringe upon the legitimate rights and interests of any subject.

VI. Agreement Responsibility

6.1.

Liability for negligence in contracting

Both parties hereto guarantee that they are legally qualified to engage in the cooperation hereunder and that they are not in breach of the representations and warranties for qualification under Clause 3.1 hereof. In case of contracting negligence or invalidation of the contract due to the disqualification of the subject of the Agreement, the qualified party has the right to unilaterally terminate the Agreement upon written notice, and pursue civil liability against the disqualified party for the actual losses caused by the latter’s contracting negligence.

6.2.

If the contents, information or supporting documents submitted by Party A, Party B or customers involve false propaganda or other violations of relevant laws and regulations, Party A has the right to unilaterally terminate the Agreement, and has the right to require the provider of the aforesaid materials to compensate Party A for all economic losses caused thereby.

6.3.

If Party B violates regulations in the process of providing services, it shall be punished by Party A according to the Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations. For the definition of violations, please refer to the Rules for Judging Violations of Alibaba Intelligent Marketing Platform and Measures for Handling Violations (Annex I).

6.4.

Liability for breach of confidentiality obligation

On the premise of ensuring the integrity and legality of the right to disclose confidential information to the Receiving Party, if the Disclosing Party suffers losses due to the Receiving Party’s refusal to perform its confidentiality obligations hereunder or implements the prohibitive clauses in 6.5, the Receiving Party shall bear the liability for compensation to the Disclosing Party, and the amount of compensation shall be limited to the actual loss of the Disclosing Party. If the Receiving Party’s behavior is seriously negligent or intentional, resulting in serious consequences of leaking secrets, the Disclosing Party has the right to


directly pursue the legal responsibility of the Receiving Party to the public prosecution organ through judicial channels.

6.5.

Party B shall sign and accept the Agreement Letter of Integrity and Honesty (Annex), and shall neither provide any form of illegitimate interests for the employees, consultants and close relatives of employees or consultants of Party B and its affiliates, or conduct other acts that violate the contents of the Agreement Letter of Integrity and Honesty. Otherwise, Party B agrees that Party A has the right to terminate the Agreement immediately, and Party B shall bear the liability for breach of contract to Party A by (a) taking 30% of all expenses already paid to it by Party A under the Agreement as liquidated damages; or (b) providing the total amount of any form of illegitimate interests as liquidated damages, whichever is higher.

6.6.

Liability for breach of contract in defective performance of payment obligation

In case both parties have agreed on the payment date and payment days, after Party A provides Party B with the technical services hereunder, if Party B refuses to punctually perform or delays its performance of its obligations to Party A, Party A has the right to demand Party B to correct the defective performance behavior and pursue liquidated damages against Party B at 5 ‰ of the total amount due to be settled in the current month per day. If Party B has defective performance for ten (10) days, Party A has the right to unilaterally terminate the performance under the Agreement and refuse to pay any money to Party B.

6.7.

Other liability clauses as agreed in other provisions hereof.

VII. Confidentiality and Website System Security

7.1.

The confidential information involved in the Agreement mainly specifies the following contents

7.1.1

Management information, including but not limited to: business planning and plan, production and operation performance and financial data, existing and expected customer and supplier information, financial information, human resources data, business operation documents, and other similar information;

7.1.2

Technical information, including but not limited to: know-how and ideas, design, process flow, technology and integration scheme, implementation plan, consulting report, computer program (including source program and object code), and other similar information;

7.1.3

Information provided by both parties in order to realize the purpose of the contract in the early stage of or during the cooperation, including but not limited to: cooperation contract, agreement, meeting minutes, overall implementation and process details of the project (including but not limited to: all the information learned by the customer through the inquiry channel of Party A), and other similar information.

7.1.4

Other confidential information indicated in a certain form.


7.2.

The following information will not be regarded as confidential information

7.2.1

Information that is known to the public when it is obtained.

7.2.2

Information that is known to the public on the Receiving Party’s part after being obtained.

7.2.3

Express information obtained from a third party with legal rights, without the obligation to keep it confidential.

7.3.

Release of confidentiality obligation

7.3.1

The information has been or will be made available to the public for reasons not attributable to the Receiving Party.

7.3.2

The Disclosing Party provides the information to a third party without requiring the latter to perform the confidentiality obligation.

7.3.3

There is objective evidence that the Receiving Party has known or obtained the information transmitted by the Disclosing Party before accepting such information. Or the Receiving Party has independently developed in this respect by relying on persons who do not have direct or indirect access to the confidential information provided by the Disclosing Party.

7.3.4

It is impossible to continue confidentiality due to the compulsory order or execution of the administrative organ or judicial organ. If the Receiving Party is unable to notify the Disclosing Party before or when the information is forced to be disclosed, it shall give the Disclosing Party a timely and reasonable written notice after the forced disclosure.

7.3.5

The legal conditions for discharging the confidentiality obligation have been met.

7.4.

Right statement of the Disclosing Party

The Disclosing Party shall guarantee the accuracy and completeness of the confidential information that it discloses to the Receiving Party. The Disclosing Party has the complete and lawful right to disclose part or all of the confidential information to the Receiving Party.

7.5.

Right exercise and confidentiality obligation of the Receiving Party

The Receiving Party has the right to authorize employees (including but not limited to employees of its branches) who are required to know the confidential information due to business needs to use and access to such information. In addition, such employees know and agree to comply with the relevant provisions of the Agreement. It is sufficient to for employees to comply with all the terms of the Agreement by performing an appropriate written agreement between them and the Receiving Party. Without the prior written authorization or consent of the Disclosing Party, the Receiving Party shall not:

7.5.1

Disclose any confidential information to any third party;

7.5.2

Use confidential information for the benefit of a third party;

7.5.3

Use confidential information for purposes other than those hereunder.

7.6.

Statement of collateral obligations


This confidentiality obligation is a statutory collateral obligation for the performance of the Agreement. After the completion and termination of the Agreement, the obligations involved in the above confidentiality clauses shall not be exempted by the termination of the Agreement except in accordance with the terms and conditions of Clause 6.3.

7.7.

System security:

Party A and Party B shall ensure the security of their own website and the customer’s website and system operation, and the transmitted information shall not contain any malicious codes and programs, will not affect the normal operation of the website system and will not infringe on the legitimate rights and interests of users and customers.

VIII. Termination Clause

8.1.

Both parties agree that either party may terminate the cooperation in advance in writing if it completes the following matters:

8.1.1 Both parties confirm that the cooperation on each platform has been completed;

8.1.2 The financial settlement of transactions is completed.

8.2.

Both parties agree that either party has the right to terminate the contract by giving a written notice to the other party under any of the following circumstances:

8.2.1 If either party goes bankrupt or enters bankruptcy liquidation procedure, the procedure has not been revoked within 14 natural days;

8.2.2 The revocation, revocation of business license and dissolution of either party’s subject;

8.2.3 Either party is unable to continue to perform the Agreement due to force majeure events;

8.2.4 Party A fails to pay the service payment in full and on time within the payment time agreed by both parties, and fails to pay the service fee in full after being urged by Party B;

8.2.5 Party A may notify the other party by e-mail seven working days in advance according to its own business needs to terminate the Agreement, which is not regarded as a breach of contract. If the Agreement is terminated, in order to protect the interests of the customer, if the customer still has unconsumed prepayment, the unconsumed amount shall be postponed for consumption until it is consumed. Or Party A may receive a refund according to its refund process;

8.2.6 The business agent/service provider signs the cooperation access document with Party A before formal cooperation (agreement on relevant cooperation preconditions), and the commercial agent/service provider fails to meet the conditions and standards agreed in the access document;

8.2.7 The business agent/service provider has chosen to accept the assessment by Party A and fails to pay the deposit (if any) in full and on time according to the assessment rules, or Party A fails to meet the assessment standards, seriously violates regulations or suffers major complaints, etc.;

8.2.8 The business agent/service provider transfers any rights and obligations hereunder


to a third party in any form without the written consent of Party A;

8.2.9 The business agent/service provider uses the brand, trademark and enterprise name of Party A and its affiliates fraudulently or beyond the scope as agreed in the Agreement, or Party A and its affiliates suffer from goodwill loss due to the business agent/service provider’s promotion in violation of laws and regulations;

8.2.10

Other termination matters agreed herein.

IX. Miscellaneous

9.1.

Party B agrees to abide by the relevant rules concerning services published and updated by Party A from time to time through its system, including but not limited to information uploading, click statistics management, etc.

9.2.

During the validity of the Agreement, either party shall not use the other party’s brand and logo without authorization except as expressly stipulated in the Agreement. After the termination of the Agreement, neither party shall use the other party’s brand and logo for any commercial purpose without authorization.

9.3.

The entry into force, interpretation, execution, jurisdiction and dispute settlement of the Agreement shall be governed by the laws of the Mainland of the People’s Republic of China. Any dispute arising from or in connection with the Agreement shall be under the jurisdiction of Tianhe District People’s Court of Guangzhou of the place where the Contract is signed.

9.4.

Any notices and written letters between the parties must be in Chinese and sent by e-mail, fax, personal service (including express mail) or registered mail to the mailing address specified in the first part of the Agreement.

9.5.

If the notices and letters are delivered by facsimile, the date of receipt shall be the exact time shown in the facsimile transmission record; provided that if the fax is sent after five (5) pm on that day, or the time of the place of the Receiving Party is not a working day, the date of receipt shall be the working day following the time of the place of the Receiving Party; if the notices and letters are delivered by e-mail, they shall be deemed to have been served on the next working day from the date of sending the e-mail; if the notices and letters are delivered by personal service (including express mail), the date of receipt shall be the date of receipt by the Receiving Party.

9.6.

Party B and its related parties know and agree that Party A has the right to adjust the current platform name (referring to “Intelligent Marketing Platform of Alibaba Intelligent Information Business Group” or “Alibaba Intelligent Marketing Platform”). If Party A adjusts the platform name, it does not need to notify Party B and its related parties separately. The name of Party A’s Platform shall be subject to Party A’s publicity or notice. The change to the name of Party A’s Platform does not affect the rights and obligations of both parties under the original platform name, and Party B shall still abide by the original platform management system and rules.

9.7.

Both parties agree that the following email address is the designated contact information. Both parties shall communicate with each other on the specific implementation of the matters agreed herein. During the period when the Particular Terms and Conditions are not signed, both parties can conduct cooperation according


to the cooperation standards agreed by the above-mentioned contact persons through the agreed mailbox, and the content expression (without changing the substance of the Agreement) can be used as the basis for both parties to implement the Agreement, specifically as follows: E-mail with suffix of @alibaba-inc.com designated by Party a shall serve as the contact information for both parties to notify each other and confirm the content;

E-mail with suffix of bsacme.com designated by Party B (or mailbox) shall serve as the contact information for both parties to notify each other and confirm the content;

If the contact information changes within the validity period of cooperation, the other party shall be notified in time. Otherwise, any loss caused by failure to notify in time shall be borne by the party who is indolent to notify the other party.

9.8.

The annexes hereto constitute an integral part of the Agreement and have the same legal effect as the text of the Agreement. In case of any inconsistency between the contents of the annexes and the text of the Agreement, the text of the Agreement shall prevail. The annexes hereto include:

Annex I: Management Measures for KA Agents of Alibaba Intelligent Marketing Platform

Annex II: Agreement Letter of Integrity and Honesty

Annex III: Scanned copy of Party B’s business license (stamped with the official seal of Party B)

9.9.

The Agreement shall come into force after being sealed by both parties. The text of the Agreement shall be made in duplicate, each of which shall be held by each party.

——————————————(Remainder of this page intentionally left blank)———————————————--____________________________

Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao Information Technology Co., Ltd.

(Seal)

(Seal)

Date of signing: January 1, 2022

Annex I: Management Measures for KA Agents of Alibaba Intelligent Marketing Platform

Annex II: Agreement Letter of Integrity and Honesty

Annex III: Scanned copy of Party B’s business license (stamped with the official seal of Party B)


Supplementary Agreement

Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Based on the principle of mutual benefit and reciprocity, both parties sign the Agreement on the relevant provisions of rewards through friendly negotiation:

Article 1: Supplementary content

1.1Reward

Both parties agree that the rewards paid by Party B to Party A under the original agreement are the sales discounts provided by Party B based on the actual accumulated consumption amount of Party A.

1.2Invoicing

After both parties jointly confirm the discount amount, Party A shall issue the Red Letter VAT Special Invoice Information Form (hereinafter referred to as the Information Form) to Party B in time, and Party B shall issue the Red Letter VAT Special Invoice to Party A after receiving the Information Form and confirming it is correct.

1.3 Other contents of the original agreement remain unchanged.

Article 2 Signature and others

2.1 In case of any inconsistency between the Agreement and the original agreement, the Agreement shall prevail; any matters not agreed herein shall be implemented according to the original agreement.


2.2 The Agreement shall come into force after both parties affix their legal seals and be made in duplicate. Each copy has the same legal effect and is held by each party.

Party A: Beijing Baosheng Technology Co., Ltd.

Party B: Guangzhou Juyao Information Technology Co., Ltd.

Seal:

Seal:

Date of signing:

Date of signing: January 24, 2022


Exhibit 4.6

Channel Cooperation Agreement

Party A: Horgos Zhijian Tiancheng Technology Co., Ltd.

Legal representative: Bao Jing

Contact person: Song YuTel:

E-mail:

Address: Room 310, Block C, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

Party B: Baosheng Technology (Horgos) Co., Ltd.

Legal representative: Mi Shasha

Contact person: Liang ShuruiTel: 17319184581

E-mail: [email protected]

Address: F15, Block B, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

According to the Civil Code of the People's Republic of China and other relevant regulations, the Agreement is concluded through negotiation between both parties regarding the entrustment of Party B to provide network information services for its customers by Party A:

Article 1 Subject matter of contract

Party B entrusts Party A to provide network information services for its customers. The service media is Sogou, and the service period is from January 1, 2022 to December 31, 2022.

Article 2 Rights and obligations of both parties

1. Sign a supplementary agreement after the media policy is released in 2022, and make up the rebate difference from January 1, 2022.

2. Party B shall ensure that its customers have legal eligibility and qualifications, and provide Party A with the qualifications, approval documents and other documents required by the media for the customers to operate their business. Party B shall ensure that the relevant qualification documents presented or provided to Party A are true, legal, sufficient and continuously valid.


3. Party B shall ensure that the business engaged in by its customers does not violate the provisions of current laws and regulations, and the service content does not contain content that endangers national security, obscenity, falsehood, gambling, fraud, insult, slander, intimidation and other contents that violate the provisions of laws and regulations and violate public order and good customs.

4. Party B guarantees that Party A's use of the service contents provided by Party B and the website links and downloaded contents provided by Party B does not violate any laws and regulations and does not constitute an infringement of any rights of third parties, including but not limited to infringement of personal rights, copyright, reputation rights, portrait rights and/or other intellectual property rights of third parties, and will not make Party A or the media serving the contents specified by Party B bear any liability to any third party.

5. If a third party complains that the products or services corresponding to the service content of Party B's customers are illegal, Party A has the right to immediately remove or delete the relevant products or pages, and stop to provide network information services for Party B at the same time, so the losses incurred shall be borne by Party B. If Party A suffers from the claim of any third party or any administrative or judicial punishment, Party B shall compensate Party A for all losses, while Party A has the right to deduct the above compensation directly from Party B's prepaid service fees, and to reserve the right to terminate the Agreement at any time.

6. If Party A is fined by the media or suffers other losses due to Party B or Party B's final customer violating the media service policy, Party A's losses shall be borne by Party B.. Party B shall pay the corresponding amount to Party A within seven working days after Party A receives the media penalty notice.

7. Party A has the right to review the materials and service content submitted by Party B and decide whether to allow to provide services according to the media service policy. This audit is only a formal audit, which does not mean that Party A has the obligation to confirm or guarantee the authenticity and validity of service content. Moreover, Party B's guarantee responsibility for the authenticity and validity of business qualifications and service content will not be relieved because of Party A's audit, and all responsibilities and consequences arising therefrom shall still be borne by Party B.

Article 3 Fees and mode of payment

1. Party B shall make a settlement in advance and pay full amount to Party A.


2. The mode of settlement of the above expenses is telegraphic transfer, and the account information designated by Party A is as follows:

Account name: Horgos Zhijian Tiancheng Technology Co., Ltd.

Account number:

Opening bank:

3. Both parties confirm that the settlement basis is the backstage data of media service. If Party B disagrees with the settlement data, Party A shall assist Party B to ask the media company to give a reasonable explanation, and the final data shall be subject to the data confirmed by the media company.

4. If Party B fails to consume the pre-deposit in the account when the validity period of the contract expires, the unconsumed amount will not enjoy the settlement discount agreed herein. After the new policy of the service platform is issued in the following year, the settlement discount enjoyed by the unconsumed amount will be confirmed by both parties through separate negotiation.

5. Invoice

5.1 According to the settlement amount, Party A shall issue VAT regular/special invoice after receiving the payment [invoice content: information service fees of * information technology service *, including 6% of tax point].

5.2 Party B shall provide billing information as follows:

Full name of the Company: Baosheng Technology (Horgos) Co., Ltd.

Taxpayer identification number:

Address and tel:

Opening bank and account number:

Invoice address:

Article 4 Breach clauses

1. If Party B makes overdue payment, it shall not enjoy the settlement discount agreed herein, and Party A has the right to stop to provide service. For each day of overdue payment, Party B shall pay five over ten thousandth of the overdue payment to Party A as overdue penalty until the payment is paid off. During the overdue payment period, Party A has the


right to suspend providing network information services for Party B. If Party B’s overdue payment period exceeds 30 days, Party A has the right to unilaterally terminate this contract in advance and investigate Party B's liability for breach of contract. In addition, Party B shall also bear all the expenses paid by Party A for safeguarding rights (including but not limited to travel expenses, notarial fees, appraisal fees, audit fees, attorney fees, legal fees and other reasonable expenses).

2. If network information services agreed by both parties is not available at the agreed time due to Party A, Party A shall negotiate with the media company to provide compensation services for Party B's customers according to the standards of "one incorrect release and one makeup" and "one omission and one makeup".

3. For each network information service provided according to the service plan confirmed by Party B, if Party B unilaterally terminates the service without good reason during the service period, Party B agrees to pay relevant fees to Party A according to the implemented information service and bear all economic losses caused to Party A due to the termination of the service (including but not limited to the information service fees purchased by Party A from the media but not implemented).

4. In case of any dispute caused by Party B's violation of the warranty obligations agreed herein, Party B shall be responsible for resolving it. If Party B violates the above warranty obligations and causes Party A to suffer any losses, Party B shall bear all compensation responsibilities. Party A has the right to deduct the economic losses caused to Party A directly from the service fees prepaid by Party B, and Party A reserves the right to terminate the Agreement at any time.

Article 5 Notice and delivery

1. Unless otherwise agreed by both parties, the notices, documents and materials issued by both parties due to the conclusion and performance of the Agreement shall be delivered by mail or e-mail. If it is delivered by mail, it shall be deemed as delivery when it is delivered to the contact address of the other party; if it is delivered by e-mail, it shall be deemed as delivery when it is sent. If one party changes the service information, it shall notify the other party in writing three working days in advance. If any losses are caused by the failure to notify, the non-notifying party shall bear its own losses. The information delivered by both parties is as follows:

Party A: Horgos Zhijian Tiancheng Technology Co., Ltd.

Contact person: Song Yu


Contact email:

Tel:

Address:

Party B: Baosheng Technology (Horgos) Co., Ltd.

Contact person:

Contact email:

Tel:

Address:

2. Both parties designate the above-mentioned contact persons as their authorized representatives, and confirm that any service plan, customer qualification and service content related to the information service matters agreed hereunder shall be delivered to each other by their authorized representatives with the above-mentioned delivery method, which shall be regarded as the true intention of the party and shall be bound by the terms of the Agreement.

Article 6 Miscellaneous

1. If either party requests to terminate the Agreement in advance with good reason, both parties shall settle it through negotiation and sign a written supplementary agreement if necessary. The supplementary agreement has the same legal effect as the Agreement. In case of any inconsistency between the supplementary agreement and the Agreement, the supplementary agreement shall prevail; in case of not being specified in the supplementary agreement, the Agreement shall prevail.

2. Matters not covered herein shall be settled by both parties through friendly negotiation. If disputes arise within the scope of the Agreement, both parties shall try their best to settle them through negotiation. If negotiation fails, both parties agree to submit the disputes to the people's court where the plaintiff operates for litigation settlement.

3. The Agreement is made in duplicate, with each party holding one copy, which has the same legal effect.

(The remainder of the page is intentionally left blank)


Party A: Horgos Zhijian Tiancheng Technology Co., Ltd.

Authorized representative: ____________ (Signature or seal)

Date: January 1, 2022

Party B:

Authorized representative: ___________ (Signature or seal)

Date: January 1, 2022


Contract No.: [ ]

Exhibit 4.7

Advertising Services Agreement

The Contract is signed by the following parties in Haidian District, Beijing on January 1, 2022:

Party A: Beijing Kaikaiba Technology Co., Ltd.

Registered address: No. 201, F2, Building 40, Courtyard 8, Dongbeiwang West Road, Haidian District, Beijing

Domicile: No. 201, F2, Building 40, Courtyard 8, Dongbeiwang West Road, Haidian District, Beijing

Party B: Beijing Midui Education Technology Co., Ltd.

Registered address: No.104, F1, Building 41, Courtyard 8, Dongbeiwang West Road, Haidian District, Beijing

Domicile: No.104, F1, Building 41, Courtyard 8, Dongbeiwang West Road, Haidian District, Beijing

Party C: Hangzhou Kaikeba Technology Co., Ltd.

Registered address: Room 1401, F14, Building 6, Euro America Financial City, Cangqian Street, Yuhang District, Hangzhou City, Zhejiang Province

Domicile: Room 1401, F14, Building 6, Euro America Financial City, Cangqian Street, Yuhang District, Hangzhou City, Zhejiang Province

Party D: Beijing Baosheng Network Technology Co., Ltd.

Registered address: Room A-2252, F2, Building 3, Courtyard 30, Shixing Avenue, Shijingshan District, Beijing (Cluster Registration)

Address: F15, Block B, Yonghe Building, No. 28 Andingmen East Street, Dongcheng District, Beijing

Whereas: Party D is the authorized agent of Tencent enterprise services of Beijing Tencent Culture Media Co., Ltd. (hereinafter referred to as "Tencent"), the authorized agent of giant engine enterprise services of Beijing ByteDance Technology Co., Ltd. (hereinafter referred to as "Toutiao"), and the authorized agent of Kuaishou enterprise services of Beijing Kuaishou Advertising Co., Ltd. (hereinafter referred to as "Kuaishou"), and provides Tencent/Toutiao platform enterprise promotion service for Party A Beijing Kaikaiba Technology Co., Ltd., Party B Beijing Midui Education Technology Co., Ltd. and Party C Hangzhou Kaikaiba Technology Co., Ltd..

In the Contract, Party A Beijing Kaikaiba Technology Co., Ltd., Party B Beijing Midui Education Technology Co., Ltd. and Party C Hangzhou Kaikaiba Technology Co., Ltd. respectively establish contractual relations with Party D. The rights and obligations hereunder (including but not limited to raising objections, receiving invoices, issuing invoices, settlement, payment, litigation, etc.) shall be handled independently, and the legal responsibilities shall be borne independently. The Contract shall not be regarded as the basis for each subject to bear any joint and several liabilities, and shall not be regarded as the basis for each other to bear any legal responsibilities. Party A, Party B and Party C are collectively referred to as Party A.

In the process of providing promotion services for Party A, Party D can supervise, count and provide relevant data analysis on the consumption of Party A's related accounts through Party D's agency promotion platform according to Party A's product types and demand, and formulate relevant promotion plans, shoot and record promotional videos for Party A, including providing design, creativity and actors of promotional videos, carry out batch operation on Party A's materials to improve promotion efficiency, quickly position materials, carry out batch expansion of keywords, analyze keywords, and improve traffic, provide basic services for some accounts, such as account opening, account management, basic maintenance of accounts, material optimization, page optimization and other services, and provide other available network marketing services.

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Contract No.: [ ]

Based on the principle of equality and mutual benefit, and in accordance with relevant laws and regulations of China, and through friendly negotiation, Party A and Party D have reached the following agreement on matters related to Party D's provision of promotion service and other network marketing services for Party A on Party D's agency platform:

1.

Definition

Unless otherwise agreed in the Contract, the following terms herein have the following meanings:

1.1

Party D's agency platform: Refers to the website where Party D has the authorization to release and promote advertisements and the website with which Party D has cooperative relationship. The Contract refers to the [Tencent/Toutiao/Kuaishou] advertising platform.

1.2

Network promotion service: Refers to a paid service provided by Party D to display Party A's promotion information on Party D's agency platform, including but not limited to any new marketing form continuously developed and launched by Party D's agency platform, including page advertisement release, effect advertisement release and agency recharge.

1.3

Page advertisement release service: Refers to a paid service provided by Party D to display Party A's promotion information on the page of Party D's agency platform, and its fee settlement basis is different prices at different page positions.

1.4

Effect advertisement release service: Refers to a paid service provided by Party D to display Party A's promotion information and video on the page of Party D's agency platform, and its expenses are settled based on advertisement effect (CPC, CPM, CPD, etc.).

1.5

Wireless advertisement release service: Refers to a paid service provided by Party D to display Party A's promotion information on Party D's agency platform that is a wireless client, and its expenses are settled based on page advertisement, effect advertisement and other charging methods.

1.6

CPT: Cost Per Time, the cost calculation mode of charging by time unit, that is, the mode of pricing according to the display of advertisements at specific positions on Party D's agency platform in unit time.

1.7

CPC: Cost Per Click. In the relevant pages or interfaces of Party D's agency platform, every time when a network user clicks on Party A's advertisement, Party D shall deduct the click fee from the advance payment of Party A's promotion fee according to the Contract.

1.8

CPD: Cost Per Download, the promotion fee charged by Party D according to the Contract every time when the network user downloads the link content given by Party A in the relevant pages or client interface of Party D's agency platform.

1.9

CPM: Cost Per Mille. The cost calculation mode of charging by thousands of displays, that is, every thousand displays of the products on Party D’s agency platform will generate a CPM; Party A has different CPM in corresponding industries, and the specific expenses and display volume shall be subject to the actual statistical data of Party D's agency platform.

1.10

DSP: Demand-Side Platform, refers to a paid service provided by Party D to display and promote Party A's information on Party D's agency platform, and its expenses shall be settled with the charging method on Party D's agency platform, that is, the automatic deduction method of the system.

1.11

Agency recharge service: Refers to the service provided by Party D to open an account and recharge in the name of the final user on Party D’s agency platform according to the Execution Form or email confirmed by both parties.

1.12

Agency recharge instruction: Party A shall authorize the docking person to issue an agency recharge instruction to Party D within the term of the Contract. When Party A sends the instruction by mail and receives the reply and confirmation from Party D, the recharge instruction shall take effect and both parties shall execute according to the instruction.

1.13

Discount: Refers to the preferential quota provided by Party D for Party A based on the public quotation of Party D's network promotion service, which belongs to one of discounts.

1.14

Distribution resource: Refers to free network promotion service provided by Party D for Party A according to the specific conditions of Party A's performance of the Contract and the amount paid by Party A, which belongs to one of discounts. Distribution resource shall be designated by Party D, and its price shall not be discounted any more.

1.15

Unless otherwise agreed, the term "month", "day" and "quarter" herein refers to calendar month, calendar day and natural quarter.

1.16

The title of the Contract and the title of each clause are drawn up for convenience of retrieval and should not be used to explain the meaning of the Contract.

2.

Service term and expense settlement

2.1

The term of the Contract is from [January 1, 2022 to December 31, 2022].

2.2

The charging method of effect advertisement shall be subject to the charging rules of the media platform pre-recharge bidding system. Party A shall observe the actual consumption of the promotion account from time to time, and recharge the account according to the method agreed in the Article when the remaining balance of the account is expected to be insufficient.

2.3

In the promotion process of Party A, Party D provides Party A with advance in cash for agency recharge service, Party D recharges Party A's account with advance in cash firstly, and Party A then makes a settlement with Party D on a monthly basis based on the [actual consumption amount]. Before each recharge, Party A shall initiate the demand for recharge with advance in cash to Party D 3 working days in advance, and Party D shall send information like the amount of advance in cash by mail and provide account recharge service after Party A replies and confirms it. The email of advance in cash designated by both parties shall be subject to

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Contract No.: [ ]

Article 10.1 hereto. The confirmation email of advance in cash sent by the email of advance in cash designated by both parties shall be a supplement hereto and have the same legal effect as the Contract, but the payment time agreed in the email is longer than that agreed herein.

2.4

Party A entrusts Party D to carry out [□ CPC  □ CPD  √CPM  □ CPT  □DSP] promotion service on Party D's agency platform.

2.5

Discounts:

2.5.1

In the process of information promotion, Party A will enjoy the following discounts:

Toutiao: The rebate is [0] %.

Tencent and Guangdiantong shall additionally reach a supplementary agreement on discounts.

Example: The rebate is 5%. If Party A requests for recharging 100 yuan, Party D will recharge 105 yuan for Party A, and the rebate amount will not be involved in the settlement.

2.5.2

The rebate (if any) provided by Party D and the rebate (if any) given to Party A by Party D's agency platform shall be implemented separately and calculated independently according to their respective policies without affecting each other;

2.5.3

Based on the needs of business development, if Party A signs the 2022 Framework Agreement with Party D's agency platform, Party D's agency platform shall give Party A any discount (including but not limited to rebate and return of goods) according to the framework agreement. If such concessions are distributed to Party D's account, Party D can only allocate such concessions to the advertising accounts of Party A and its affiliated company for the advertising consumption of Party A and its affiliated company, and may not be used for other purposes; otherwise, Party D will compensate Party A according to double concessions.

2.5.4

Party D promises that after Party D's agency platform gives the rebate/return of goods to Party D's account agreed in the framework agreement at that time, Party D will immediately show the corresponding proofs to Party A, explicitly display the total amount of rebate/return of goods received at present, and allocate them to Party A's accounts according to the recharge instructions confirmed by Party A.

2.6

Mode of payment: Details of promotion expenses actually consumed by Party A in each natural month (N) shall be checked by both parties within the first five working days of the following month (N+1). After the reconciliation is correct, Party D shall send a stamped statement to Party A (see Annex I for details) and issue an equivalent, legal and valid special VAT invoice for Party A. The invoice details are [modern service-network promotion fee] and the tax rate is [6%]. If both parties have any objection to the settlement amount and details, the actual consumption amount in Party D's agency platform system shall prevail. Party A shall pay Party D before the 15th day of the next 3 months (N+3) after receiving the invoice and statement. For example, the actual consumption amount in September shall be paid prior to December 15, while that in October shall be paid prior to January 15 of the following year, and so on.

2.7

If Party D fails to provide invoices or delays in providing invoices, Party A has the right to refuse or delay payment of settlement fees to Party D, and does not bear any liability for breach of contract, and Party D shall continue to perform relevant obligations hereunder.

2.8

The billing information specified by Party A is as follows:

Enterprise name: Beijing Kaikuoba Technology Co., Ltd.

Taxpayer identification number:

Address:

Opening bank:

Enterprise account number:

Enterprise Name: Beijing Midui Education Technology Co., Ltd.

Taxpayer identification number:

Address:

Opening bank:

Enterprise account number:

Enterprise name: Hangzhou Kaikeba Technology Co., Ltd.

Taxpayer identification number:

Address:

Tel:

Opening bank:

Enterprise account number:

2.9

If the invoice is issued incorrectly due to Party D, Party A has the right to ask Party D to issue the invoice again and make a payment after Party D issues the invoice that meets the requirements; if Party D issues an incorrect invoice due to the incorrect information provided by Party A, Party D shall require Party A to provide correct information and reissue the invoice, and shall not bear the corresponding liability for breach of contract, and Party D shall continue to perform relevant obligations hereunder. The invoice shall not used as a payment voucher.

2.10

Bank account number information of Party D:

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Contract No.: [ ]

Account name: [Beijing Baosheng Network Technology Co., Ltd.]

Opening bank:

Bank account No.:

3.

Rights and obligations of Party A

3.1

Party A guarantees that relevant qualification documents provided for Party D for the performance of the Contract are true, legal, sufficient and continuously valid during the term of the Contract, and that they will not infringe upon the legitimate rights and interests of any third party. Otherwise, Party A shall bear the legal and economic responsibilities arising therefrom. During the validity period of the Contract, Party A will only provide Party D with trademarks, trade names, product introduction and other contents.

3.2

Party A has the right to review and accept the promotion works made by Party D, and put forward modification opinions. Party D shall complete the modification within 1 working day from the date of receiving Party A's acceptance opinions and submit them to Party A for acceptance again until the acceptance is qualified. During the cooperation between both parties, any promotional works produced by Party D shall be reviewed and accepted Party A before Party D can release them online.

3.3

Party A entrusts Party D with the operation of the promotion account, but Party D shall confirms with Party A before conducting any operation and releasing any content. After the promotion information is released, neither Party A nor Party D shall change the released content without authorization. Otherwise, in case of any infringement to a third party, punishment of Party D's agency platform and/or administrative investigation by government departments, the delinquent party shall bear relevant legal and economic responsibilities and compensate all losses caused to the observant party.

3.4

Relevant statistical data hereunder shall be subject to the system data of Party D's agency platform. Party D guarantees that it will not interfere with the authenticity, objectivity and validity of the statistical data by any cheating means. In addition, Party D shall submit monthly release report to Party A, which shall be accepted and confirmed by Party A. If Party A disagrees with the promotion service (including but not limited to: incorrect release or omission) or relevant statistical data (including but not limited to: delivery volume, visits, exposure, delivery time, directional delivery conditions, clicks and downloads), Party A shall submit the report in written form like e-mail within 15 days after receiving the report, and Party D shall cooperate with Party A to check the objection data or provide the corresponding basis for actual performance. Party A's objection shall not affect the settlement of other expenses, and the expenses of the objection part shall be paid after both parties check and confirm or reach an agreement through consultation. Party D shall cooperate with Party A and Party D's agency platform to check the objection data and require the platform to issue valid certification documents. If the dispute remains unresolved, both parties may entrust a qualified third-party institution to carry out data monitoring, and the expenses shall be borne by the mistake party.

4.

Rights and obligations of Party D

4.1

Party D promises that it has all the qualifications, authorizations and permissions (if any) to sign and perform the Contract, has obtained the complete authorization of Party D's agency platform, and has the right to provide Party A with the services agreed herein. If Party D violates the aforesaid commitments, it shall bear the corresponding legal and economic responsibilities, refund all the expenses paid by Party A at the same time, and compensate Party A for the economic losses incurred.

4.2

Party D shall provide relevant services for Party A in accordance with the Contract. Party D shall provide professional team and service support for Party A:

1) Party D arranges the operation manager to supervise the financial and delivery processes, and Party D's materials (pictures & videos) are preferentially allocated and supported.

2) Party D provides service support for operators. One optimizer is added for every 5w increase in delivery volume (i.e. actual consumption amount); one graphic designer is added for every 10w increase in delivery volume (i.e. actual consumption amount); details of the overall configuration scheme are as follows:

(1) If the daily actual consumption amount is no more than 5w, the operation team support: Operation manager in charge of supervision + operation manager in charge of coordination + one operator in charge of cooperation optimization + one graphic artist + video team

(2) If the daily actual consumption amount is no less than 5w and no more than 10w, the operation team support: Operation manager in charge of supervision + operation manager in charge of coordination + two operators in charge of cooperation optimization + an artist + video team

(3) If the daily actual consumption amount is more than 10w and no more than 15w, the operation team support: Operation manager in charge of supervision + operation manager in charge of coordination + three operators in charge of cooperation optimization + two artists + video team,

(4) And so on.

4.3

Party D has the obligation to provide Party A with the services of opening an account in the early stage and communicating and dredging with Party D's agency platform in the later stage. If the advertising information provided by Party A is not approved by the promotion platform, Party D shall explicitly explain the reasons for non-compliance and put forward suggestions for modification, so as to assist Party A’s advisement in review and release.

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Contract No.: [ ]

4.4

Within the validity period of the Contract, Party D has the right to adjust its own sales policies (including but not limited to price, discounts, etc.) according to market conditions, sales policies of Party D's agency platform, etc. If the new sales policies are more favorable, all valid orders of Party A shall be implemented according to the new sales policies after the announcement and implementation of the new sales policies; otherwise, they shall be implemented according to the old sales policies. Party D has the obligation to notify Party A in writing of the specific changes within [7] days before the implementation of new sales policies.

4.5

If there is any incorrect release or omission in the promotion due to Party D's fault or negligence, Party D may compensate Party A according to the principle of "one incorrect release and one makeup, one omission and one makeup".

4.6

In case the goodwill or other legal rights and interests of Party A are damaged due to Party D during the promotion process, Party A has the right to terminate the Contract and require Party D to compensate Party A for all losses incurred.

4.7

Party D guarantees that all performance behaviors of Party D's agency platform or channel and its promotion do not violate relevant laws and regulations of China and do not infringe on the legitimate rights and interests of any third party; otherwise, Party D shall independently solve or bear the legal and economic responsibilities arising therefrom, and compensate Party A for all losses incurred.

4.8

Party D is responsible for providing advertising materials, making and releasing advertising contents, including but not limited to pictures, texts, videos, etc. After Party D completes the production of advertising contents, it shall submit them to Party A for review before release. Party A's review of advertising contents does not exempt Party D from its responsibilities.

4.9

Without the written consent of Party A, Party D shall not transfer its obligations hereunder to any third party.

5.

Business secrets and intellectual property rights

5.1

Without the written permission of the other party, either party shall disclose any content of the terms of the Contract and the signing and performance of the Contract to a third party unrelated to the performance of the Contract (except for the requirements of relevant laws, regulations, government departments, stock exchanges or other regulatory agencies and the legal, accounting, commercial and other consultants and authorized employees of Party A and Party D), and any information of the other party and its affiliated company obtained through the signing and performance of the Contract.

5.2

Either party shall disclose any information (including but not limited to contract amount, price and discounts) known to the third party unrelated to the performance of the Contract. Otherwise, if losses are caused to the other party, the delinquent party shall bear all compensation liabilities (including but not limited to: travel expenses, legal fees and attorney fees), and eliminate the influence on and restore the reputation of the other party, and pay 30% of the amount involved in the Contract, annexes and related components as liquidated damages to the other party.

5.3

The performance of the Contract does not mean that the confidentiality obligation of business secrets is eliminated, and the confidentiality clause still has legal effect. In case of violation, the delinquent party shall bear all losses caused to the observant party.

5.4

During the validity period of the Contract, Party D shall ensure the authenticity and legality of all relevant materials and their qualifications provided, and ensure that the words and pictures provided do not violate the relevant provisions of laws and regulations, national policies and relevant rules of the internet platform, and do not infringe upon the legitimate rights and interests of any third party. If the content provided by Party D violates laws and regulations, national policies or relevant rules of the internet platform, or leads to any infringement or dispute with a third party, Party D shall bear all the responsibilities independently. Therefore, if it causes damage to Party A or any third party, Party D shall compensate for all the losses arising therefrom, and the delivery expenses in case of disputes shall not be settled (without affecting the settlement of expenses without disputes arising from normal delivery before); if Party D has more than two (including two) violations, Party A has the right to terminate the cooperation in advance.

5.5

The rights of the works entrusted by Party A to Party D, including but not limited to ownership, intellectual property rights, portrait rights and reputation rights, belong to Party A. Without the written permission of Party A, Party D shall not use the aforesaid materials, data and finished products that can be released for any purpose other than the purpose of the Contract in any way.

6.

Liability for breach of contract

6.1

If either party violates its obligations hereunder, the delinquent party shall immediately stop its breach of contract and compensate the observant party for all losses incurred within 10 days on the date of receiving the written notice from the observant party requesting for correcting its breach of contract. If the delinquent party continues to breach the Contract or fails to perform its obligations, the observant party shall have the right to investigate the delinquent party's liability for breach of contract, including compensation for all losses incurred, in addition to unilateral termination of the Contract.

6.2

If Party A fails to pay Party D in accordance with the Contract, it shall pay two over ten thousand of the overdue amount for each day overdue as liquidated damages. If the overdue day exceeds 15 days, Party D shall have the right to terminate the Contract immediately and request Party A for compensating Party D for the losses incurred. However, the liquidated damages paid by

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Contract No.: [ ]

Party A shall not exceed 5% of the amount owed.

6.3

If there are any defects in Party D's qualifications, authorizations and permissions, thus preventing Party D from providing the services hereunder, or Party D’s promotion services cannot meet Party A's needs, Party A has the right to unilaterally terminate the Agreement after issuing written notice to Party D without violating the Contract.

6.4

If Party D releases the promotion content through Party A's account without Party A's review and acceptance, thus Party A is subject to administrative punishment, media platform punishment/fine or bears other responsibilities, Party D shall bear relevant legal and economic responsibilities and compensate Party A for all losses incurred, including but not limited to fines, penalties and other losses caused by the punishment.

6.5

If there is any special agreement on the liability for breach of contract herein, the special agreement shall prevail.

7.

Force majeure

7.1

Force majeure refers to events beyond the reasonable control of both parties, which is unforeseeable or unavoidable even if foreseen, and which prevents, affects or delays either party from performing all or part of its obligations hereunder. Such events include, but are not limited to, government acts, natural disasters, wars or any other similar events. In view of the special nature of the internet, force majeure also includes but is not limited to the following situations that affect the normal operation of the internet: hacker attacks, major impacts caused by technical adjustments in the telecommunications sector, temporary shutdowns caused by government regulations, and virus attacks.

7.2

In case of force majeure, the informed party shall promptly and fully send a written notice to the other party, inform the other party of the possible impact of such events on the Contract, provide relevant certificates within a reasonable period of time, and minimize the adverse impact of force majeure on the performance of the Contract; otherwise, it shall be responsible for the expanded loss.

7.3

Both parties shall not bear any liability for breach of contract between them if part or all of the Contract fails be performed or is delayed due to the above-mentioned force majeure events.

7.4

If force majeure occurs after one party's delay or defective performance, it will not be exempted from its prior liability for breach of contract.

8.

Dispute resolution and law application

8.1

All disputes arising from the performance of the Contract shall be settled by both parties through friendly negotiation. If no agreement can be reached through negotiation, it shall be settled by litigation in Haidian District People's Court of Beijing where the Contract is signed.

8.2

The conclusion, validity, interpretation, performance, modification, termination and dispute resolution of the Contract shall be governed by the relevant laws and regulations of the People's Republic of China.

9.

Entry into force and termination of the Contract

9.1

The Contract shall come into effect after both parties affix their official seals or special seals for contracts.

9.2

The early termination of the Contract shall not affect the rights and/or obligations previously enjoyed by both parties due to the performance of the Contract, including but not limited to payment of Party A to Party D for the services already provided according to the promotion fees agreed herein if Party D has provided advertising promotion services as agreed herein; the delinquent party's breach of contract due to its breach of contract.

10.

Supplementary provisions

10.1

For the convenience of communication in the execution of the Contract, it shall be specified that both parties shall designate the docking person and the designated email of advance in cash, and Party A shall designate the special docking person and email of advance in cash according to the specific internal business division. The specific division rules shall be subject to Party A's requirements, and the specific information is as follows:

Docking person of Party A: Xu Yuanyuan

Docking person of Party A: Qu Rongnan

E-mail:

E-mail:

Tel:

Tel:

Docking person of Party A: Gu Liren

Docking person of Party A: Wang Hongjun

E-mail:

E-mail:

Tel:

Tel:

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Contract No.: [ ]

Docking person of Party D: Zou Wei

E-mail:

Tel:

10.2

Both parties may change the docking person mentioned in Article 10.1 hereto in any of the following ways:

10.2.1 The changing party shall inform the other Party by written notice (which shall be signed);

10.2.2 The original authorized person or original contact person of the changing party shall inform the other Party by email.

Both parties shall notify each other in the above form 5 working days in advance; otherwise, they shall bear all liabilities caused by failure to notify in time.

10.3

Except for the work agreed herein, either party shall use or copy the trademark, logo, commercial information, technology and any other proprietary materials of the other party without the prior written consent of the other party.

10.4

For matters not covered herein, both parties shall conclude a supplementary agreement to amend, supplement or adjust the Contract through negotiation. In case of any conflict between the supplementary agreement and the Contract, the supplementary agreement shall prevail.

10.5

The Contract is made in quadruplicate, with one copy held by Party A, Party B, Party C and Party D, which has the same legal effect.

10.6

The notes, annexes and supplementary agreement hereto are an integral part of the Contract and have the same legal effect as the Contract.

10.7

Annex I: Statement (Template).

Annex II: A scanned copy of power of relevant attorney of the authorized agent of the media platform is stamped with the original official seal.

(The remainder of the page is intentionally left blank)

Party A: [Beijing Kaikaiba Technology Co., Ltd.]

Party B: [Beijing Midui Education Technology Co., Ltd.]

(Stamped with official seal or special seal for contract)

(Stamped with official seal or special seal for contract)

Signature of authorized representative:

Signature of authorized representative:

Signed on: January 1, 2022

Signed on: January 1, 2022

Party C: [Hangzhou Kaikaiba Technology Co., Ltd.]

Party D: [Beijing Baosheng Network Technology Co., Ltd.]

(Stamped with official seal or special seal for contract)

(Stamped with official seal or special seal for contract)

Signature of authorized representative:

Signature of authorized representative:

Signed on: January 1, 2022

Signed on: January 1, 2022

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Exhibit 4.8

Graphic

BEIJING BAOSHENG TECHNOLOGY CO., LTD.

Advertising Services Agreement of

Ali Intelligent Marketing Platform

PARTY A: BEIJING KAIKEBA TECHNOLOGY CO., LTD.

PARTY D: BEIJING BAOSHENG TECHNOLOGY CO., LTD.

Whereas Party A Beijing Kaikaiba Technology Co., Ltd. [Website: https://www.kaikeba.com] entrusts Party D to purchase advertisements from the intelligent marketing platform. Through friendly negotiation, both parties reach the Agreement (hereinafter referred to as "Single Agreement" or "the Agreement") on matters related to the implementation of information services by Party A on the intelligent marketing platform represented by Party D (URL main domain name includes all websites in e.sm.cn/e.uc.cn), Ali products and other websites cooperated by Ali Company.

I. INFORMATION SERVICES

1. Search ranking. Party A submits or entrusts Party D to submit materials and provide information services to the intelligent marketing platform represented by Party D through the ranking system of the intelligent marketing platform, and pays information service fee to Party D according to the total expenses in the ranking system of the intelligent marketing platform represented by Party D.

2. For brand direct delivery services, display services, interactive services, event marketing services and other new types of services, both parties shall separately sign the Statement, and implement information services according to agreements specified in the Statement in different stages. Party A shall pay information service fee to Party D according to agreements specified in the Statement in different stages.

II. PRICE RELATED

The Agreement shall be valid from [January 1, 2022] to [December 31, 2022].

III. PAYMENT TERMS

For The Information Service Fee Hereunder, Party D Shall Give Party A 60 Days Of Monthly Consumption Settlement Period.

For The Statement From March 1 To March 31, 2021, Party D Shall Send The Statement To Party A Before April 5, And After Confirmation By Party A's Email, It Shall Make A Payment To Party D's Corporate Account Before May 30, 2021, And So On. If Party A Has Any Objection To The Statement To Be Checked, It Has The Right Not To Settle Part In Dispute.

Both Parties Shall Check And Confirm The Information Service Fee Of Last Month Before The 5th Day Of Each Month, And Party D Shall Issue A Formal Special Vat Invoice For Party A According To The Billing Information Of Party A Before The 15th Day Of Each Month, And The Invoice Content Is Information Service Fee. In Case Of Special Circumstances, Such As Party D's Tax Declaration At The Beginning Of The Month, System Upgrade, Etc., Party A Shall Understand And Agree To Postpone The Billing Time, And The Payment Made By Party A To Party

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Graphic

BEIJING BAOSHENG TECHNOLOGY CO., LTD.

D May Also Be Postponed Equally. The Longest Extension Period Of Party D Shall Not Exceed 15 Days, Otherwise Party D Shall Bear Its Own Responsibilities.

IV. BILLING INFORMATION OF PARTY A:

1. Company Name: Beijing Kaikeba Technology Co., Ltd.

2. Tax No.:

3. Address:

4. Opening bank:

5. Bank account number:

Note: If there is any change in the above information, Party A shall submit a written change document stamped with official seal to Party D; otherwise, the losses incurred shall be borne by Party A.

V. ACCOUNT INFORMATION OF PARTY D:

1. Name of opening bank:

2. Account name:

3. Account number:

Note: Party A transfers money to Party D, and the bank charges shall be borne by Party A.

VI. ENTRY INTO FORCE OF THE AGREEMENT AND OTHERS

1. The Framework Service Agreement is signed by both parties in Dongcheng District, Beijing.

2. The Agreement shall come into force on the date when the validity period of the Agreement begins after both parties affix the seal of the Company.

Party A: Beijing Kaikeba Technology Co., Ltd.

Party D: Beijing Baosheng Technology Co., Ltd.

Address:

Contact person: Gu Liren

Tel:

E-Mail:

Signed on: January 19, 2022

Address:

Contact person: Zou Wei

Tel:

E-Mail:

Signed on: January 19, 2022

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Annex I:

General Terms and Conditions

I. Definition

1.

Information service products: Refer to the information services provided by Party D on the intelligent marketing platform or its channels.

2.

Information service fee: Refers to the information service fee that Party A should pay to Party D because Party D releases internet information services for Party A on the intelligent marketing platform.

3.

Incorrect release: Refers to the serious incorrect release of the internet information services hereunder for more than 4 consecutive hours during working hours due to Party D's fault or negligence.

4.

Omission: Refers to the failure of the internet information services hereunder to be released within the time stipulated herein due to Party D's fault or negligence, but does not include the reasonable technical processing time of information services on that day.

5.

Affiliated company: Refers to an enterprise that is or will be able to directly or indirectly control, jointly controls or has significant influence on the other party and that with two parties or multiple parties under the same control, joint control, or having significant influence on the other party" with Party D.

II. Rights and obligations of both parties

1. Information services

1.1

Party D has the obligation to clearly inform Party A of product service agreement on information services released on the intelligent marketing platform and the agreement and attachments related to Party A's rights and obligations herein, and shall assist the media in reviewing Party A's qualifications and the information content submitted by Party A through Party D. Party A's domain name is limited to all official websites of Party A, and no third-party website shall be used.

1.2

The information services released hereunder shall be provided by Party A. Party A guarantees that the released website and site do not contain any contents that violate the relevant laws and regulations of the People's Republic of China, including but not limited to contents that endanger national security, obscenity, falsehood, violation of law, infringe on intellectual property rights, personal rights and other legitimate rights and interests of others, and violate public order and good customs or links to these contents; Party A guarantees that the provided website address and the contents, materials and documents of the website are true, legal and legitimate, and are not obtained by unfair competition or other illegal means. At the same time, Party A promises not to make misleading false propaganda or exaggerated propaganda in the released contents, products or operations; Party A guarantees that the words, pictures, links, websites pointed to by links and other parts involved in the released information service content are directly consistent and relevant, and the overall effect of information

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services will not cause misunderstanding by consumers; Party A guarantees that in the provision of information services, Party A will not take illegal or cheating actions to increase the click rate of the website or obtain improper trading opportunities.

1.3

Party A understands that national laws and regulations and departmental rules and regulations have strict management regulations on internet information services, and Party D has the right to require Party A to provide relevant certification documents according to these regulations (the certification documents include but are not limited to: production or operation qualification certificates issued by relevant government departments; trademark registration certificate obtained in China and other certificates stipulated by laws and regulations). If Party A fails to provide Party D with the qualification certificates of customer qualifications, products or services required for performing the Agreement, and/or Party D believes that the above documents do not comply with laws and regulations or infringe upon the legitimate rights and interests of third parties, Party D has the right to request amendment or refuse to release the information services, and bear corresponding responsibilities.

1.4

If Party D finds that the released information service terms or keywords of Party A contain any contents that violate laws and regulations, public ethics or infringe upon the legitimate rights and interests of third parties, or Party D is required by relevant government departments to delete these information services, Party D has the right to delete relevant information services; if the circumstances are serious or cause or may cause losses to Party D, Party D has the right to delete all information services still released by the customer; Party D shall not assume any responsibility for the above-mentioned acts. In case of any dispute, lawsuit or claim against Party D, or Party D is criticized or punished by relevant government departments or ordered by government management departments to stop releasing information services, Party A shall be responsible for explaining to Party D. If Party D suffers any direct economic losses (including fine payment and compensation, etc.), Party D shall notify Party A in time, and Party A shall compensate the same amount within 7 days after receiving the notice; in case of the above situation, Party D has the right to unilaterally terminate the Agreement.

1.5

Both parties understand the urgency of information services, if information services are really needed before the Information Service Statement in different stages takes effect, Party A will authorize relevant contact person to sign the Information Service Statement. Party A recognizes that the Information Service Statement sent from Party A's email can be regarded as Party A's confirmation of information services (fax, scanning copy and original have the same legal effect), Party D will cooperate with Party A to provide information services if allowed, and the resulting information service fee shall be settled by Party A according to agreements of Information Service Statement in different stages. However, Party A shall still cooperate with Party D's stamping process of Information Service Statement within the agreed time. If the suffix of Party A's email changes, Party A shall notify Party D in writing within 3 days; otherwise, Party D shall not bear

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any legal responsibilities arising from Party D receiving wrong information for releasing or not releasing information services due to the change of email. Party D shall release information services according to the Agreement. If Party A has any objection to information services (including any incorrect release, omission or any other release in violation of the provisions of the Agreement), Party A shall submit it to Party D in writing and provide screenshots and other relevant evidences. After verification, Party D shall compensate and release it according to the principle of “one incorrect release and one makeup" and "one omission and one makeup”.

1.6

Party A shall not be liable to Party D for any indirect or punitive loss arising from or in connection with the Agreement, whether such liability arises from breach of the Agreement, tort (including negligence) or strict liability, or other conditions and whether Party D has been informed of the possibility of such damage.

1.7

Without the prior written consent of the other party, either party shall transfer the rights and obligations hereunder to a third party. However, Party A understands that Party D may need necessary assistance from its affiliated company to provide Party A with a written application when performing its obligations hereunder. With signature and consent of Party A, the above arrangements can be made. If the advertising materials and contents are provided or produced by Party D, Party D shall bear corresponding responsibilities for the advertising contents produced by Party D; if Party D's advertising materials and contents violate laws and regulations or infringe upon the legitimate rights and interests of third parties, Party D shall bear all responsibilities and compensate Party A for all losses incurred.

1.8

In case of any media fraud by Party D during the execution of the Contract, Party A has the right to terminate the Contract unilaterally and immediately by written or email notice, and Party D shall compensate Party A for all losses, including but not limited to fines, liquidated damages, compensation, legal fees, notarial fees, etc.

1.9

Party D guarantees that it has all qualifications and abilities to legally perform the services agreed herein, provides services to Party A in a proper, legal and true way, and does not violate the principle of good faith; otherwise, Party D shall refund the fees paid by Party A in full and compensate Party A for liquidated damages three times the total amount of the Contract. If Party A's losses exceed the aforesaid liquidated damages, Party D shall compensate Party A for all losses, including but not limited to fines, liquidated damages, compensation, legal fees, notarial fees, etc.

III. Guarantee, confidentiality and intellectual property clauses

1. Both parties guarantee that they have all the qualifications and rights to sign and perform the Agreement. Without the written permission of the other party, one party shall not transfer all or part of the rights and obligations hereunder to a third party in any form; otherwise, the party

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shall bear the liability for breach of contract. Failure of either party to exercise its rights hereunder in a timely manner shall not be deemed as a waiver of such rights, nor shall it affect the exercise of such rights by that party in the future.

2. Either party shall keep confidential the business secrets and other confidential materials and information of the other party known or available by signing or performing the Agreement, including but not limited to written materials, product prices, agency policies, customer list information, etc.; either party shall disclose, give or transfer such confidential information to a third party without the written consent of the other party. However, for the performance of the Agreement or the business needs of one party, confidential information may be disclosed to:

2.1

Employees within the recipient who need to know confidential information or employees of their affiliated company;

2.2

Partners who have signed confidential clauses or confidential agreements with the recipient, including law firms (lawyers), accounting firms (accountants), audit firms (auditors), evaluation firms (appraisers), etc.;

2.3

Government departments, judicial departments, stock exchanges or other regulatory agencies disclosed by one party in accordance with relevant laws and regulations.

3. Except for the work required by the Agreement, the trademark, logo, commercial information, technology and other materials of the other party shall not be used or copied without the prior consent of the other party.

4. The Article shall remain in force after the termination of the Agreement.

IV. Anti-bribery clause

1.

During the execution and performance of the Agreement and after the termination of the Agreement, the staff of either party shall adhere to the principles of objectivity, impartiality and fairness, and either Party (1) shall provide any remuneration, gifts or other tangible or intangible benefits to the employees and/or their family members of the other party or its affiliated company with which it has actual or potential business relations; (2) shall not arrange for the employees or their family members of the other party or the other party's affiliated company any activities that may affect the fair signing or performance of the Agreement; (3) if the employees or their family members of the party have interests in those of the other party, the employees of that party shall take the initiative to implement the avoidance system; (4) all discounts granted to the other party shall be explicitly stated in the Agreement or Supplementary Agreement, and discounts, labor fees or information fees shall not be returned to employees or family members of the other party or its affiliated company in any form beyond the Agreement or Supplementary Agreement.

2.

Violation of the above agreement shall be regarded as commercial bribery. If being discovered, it can be deemed to have caused substantial damage to the other party. The other party may terminate the Agreement, circulate a notice of criticism or give economic punishment to the relevant responsible person, transfer the criminal suspects to judicial organs for handling, and require the other party to pay twenty

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percent (20%) of the agreed amount as liquidated damages. If losses are caused to the other party or its affiliated company, the delinquent party shall continue to be responsible for compensation, except for small gifts given according to commercial practices in commercial transactions.

3.

In the process of signing and performing the Agreement, either party shall notify the other party in time in case of commercial bribery of the employees or their family members of the other party, and concealment, black box operation, malicious collusion or falsification is not allowed.

V. Liability for breach of contract

1. Both parties shall properly exercise their rights and fulfill their obligations to ensure the smooth implementation of the Agreement. Unless otherwise agreed herein, if either party violates its obligations stipulated herein, the delinquent party shall immediately stop its breach of contract on the date of receiving the written notice from the observant party requesting to correct its breach of contract, and bear the liability for breach of contract and compensate the observant party for all losses incurred within seven (7) days. Unless otherwise agreed in herein, if one party performs or fails to perform its obligations or exercises its rights hereunder, one party shall be liable for all losses (except profit loss or other indirect losses) suffered by the other party.

2. After Party D fulfills its advance payment obligations, Party A shall make a payment to Party D according to the Agreement. In case of overdue payment, it shall pay three over ten thousand of the amount payable to Party D as liquidated damages for each day overdue.

VI. Special exemption clause

1. Party A understands that for the normal operation of the intelligent marketing platform, it is necessary to stop and maintain the intelligent marketing platform regularly or irregularly. If information services hereunder cannot be released as planned due to such circumstances, Party D shall bear corresponding legal responsibilities and losses unless Party A agrees, and Party D shall be obliged to try its best to avoid service interruption or minimize the interruption time.

2. Based on the overall market interests and business needs, Party D may adjust the service content, layout, page design and other related aspects of the intelligent marketing platform from time to time. If the above adjustment affects information services hereunder (including the release location and/or release period, etc.), Party D shall bear corresponding legal responsibilities and losses unless Party A agrees, and Party D shall minimize the above influence as much as possible.

VII. Termination of agreement

1.

Unless otherwise agreed, the Agreement shall be terminated when any of the following circumstances occur:

1.1

The term of the Agreement expires and both parties decide not to renew it.

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1.2

Either party declares bankruptcy or enters into liquidation or dissolution proceedings. If Party A enters the bankruptcy application or liquidation or dissolution procedure, creditor's rights of Party D hereunder shall have the priority to be repaid.

1.3

One party constitutes or is likely to constitute a material breach of contract. If the delinquent party fails to stop the breach within thirty (30) days after receiving the notice from the observant party to stop the breach, it will constitute a material breach, and the observant party has the right to terminate the Agreement by written notice;

1.4

Party A has the right to unilaterally terminate the Agreement due to business or policy adjustment without prior notice, and Party A does not assume any responsibility for it.

2.

The Termination Notice shall take effect on the date of service, and the Agreement shall be terminated on the date of termination stated in the Termination Notice.

3.

Termination of the Agreement shall not affect the outstanding settlement or payment obligations of either party hereunder and other obligations or rights arising before the date of termination.

VIII. Force majeure

1.

Force majeure refers to events beyond the reasonable control of both parties, which is unforeseeable or unavoidable even if foreseen, and which prevents, affects or delays either party from performing all or part of its obligations hereunder. Such events include, but are not limited to, government acts, natural disasters, wars or any other similar events. In view of the special nature of the internet, force majeure also includes the following situations that affect the normal operation of the internet: hacker attacks, major impacts caused by technical adjustments in the telecommunications sector, temporary shutdowns caused by government regulations, and virus attacks.

2.

In case of force majeure, the obligations of both parties hereto shall be suspended within the scope and duration of force majeure, and either party shall bear any responsibility for it, but the solution to the problem shall be negotiated immediately. The information service period may be extended according to the suspension period, but both parties must reach a consensus through consultation. The party claiming to suffer from force majeure shall notify the other party not later than fifteen (15) days after the occurrence of force majeure, accompanied by a written proof of force majeure confirmed by relevant department, and shall minimize the impact of force majeure. If force majeure lasts for more than thirty (30) days and has a material adverse impact on the performance of the Agreement, either party may terminate the Agreement.

IX. Notice and delivery

1.Any notice or written communication between both parties must be in Chinese and sent by fax, E-mail, personal service (including express mail) or registered mail.

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2.Unless otherwise agreed in herein, notices and letters sent by facsimile shall be served based on the exact time shown in the facsimile transmission record; if they are served after five oclock (5:00) PM on that day, or not on a business day, they shall be served on the next business day; if they are sent by e-mail, they shall be deemed to have been served on the day of sending; if they are sent by special person (including express mail), they shall be deemed to have been served on the second business day from the date of sending; if they are sent by registered mail, they shall be deemed to have been served within five (5) business days from the date of sending on the basis of the receipt issued by the post office.

3.The contact information of both parties shall be subject to the address listed at the beginning of the text. In case of notification in various ways, the earliest delivery time shall prevail.

X. Dispute resolution

1.

Disputes arising from the signing, validity, interpretation and execution of the Agreement shall be settled through friendly negotiation. Otherwise, either party may submit the relevant disputes to the court where the Contract is signed for settlement.

2.

The Agreement shall be governed by the laws of the Mainland of the People's Republic of China (excluding conflict of laws).

XI. Miscellaneous

1.Any provision of the Agreement shall be deemed to have been deleted if, for whatever reason, it is invalid in whole or in part, unenforceable or contravenes any applicable law. However, the remaining provisions of the Agreement shall remain valid and binding.

2.The main body and annexes hereto constitute the complete agreement between both parties.

3.The Agreement is made in duplicate, with one copy held by Party A and Party D respectively, which has the same legal effect.

------------------------------[The remainder of the page is intentionally left blank. The Agreement ends]———————————

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Statement

1.

Through negotiation between both parties, Party A agrees to entrust Party D to provider information services on the intelligent marketing platform in accordance with the contract contents of the Advertising Services Agreement of Ali Intelligent Marketing Platform;

2.

After the Statement is confirmed by Party A's email, Party D shall provide a paper version together with the equivalent invoice for Party A;

3.

The document is made in duplicate. After receiving the document, Party A shall stamp it and send one copy back to Party D.

Media

Products

Period

Settlement
amount

Book amount

Rebate distribution policy (media +
agency)

Ali

Total settlement

(RMB)

In figures

In words

Payer

Date of payment

Mode of
payment

Receiving bank account number

Party A: Beijing Kaikeba Technology Co., Ltd.

√Bank remittances

Account name: Beijing Baosheng Technology Co., Ltd.

Opening bank:

Bank account number:

Cheque

Other
modes:

Remarks

When Party A receives the invoice issued by Party D, it shall pay in time according to the payment days agreed in the Contract. For each day overdue, Party A shall pay three over ten thousand of the recharge amount to Party D as liquidated damages until the payment is paid off. During the overdue payment period, Party D has the right to suspend the service provided, and Party A has no right to enjoy any discount (rebate) of Party D (if any)

Party A: Beijing Kaikeba Technology Co., Ltd.

Party D: Beijing Baosheng Technology Co., Ltd.

Address:

Contact person: Gu Liren

Tel:

F-Mail

Signed on: January 19, 2022

Address:

Contact person: Zou Wei

Tel:

E-Mail:

Signed on: January 19, 2022

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Supplementary Agreement to Advertising Services Agreement of Ali Intelligent Marketing Platform

The Contract is signed by the following parties in Dongcheng District, Beijing:

Party A: Beijing Kaikeba Technology Co., Ltd.

Address:

Contact person: Gu Liren

Tel:

Party D: [Beijing Baosheng Technology Co., Ltd.]

Address:

Contact person: Zou Wei

Tel:

Whereas both parties signed the Contract of [Advertising Services Agreement of Ali Intelligent Marketing Platform] (hereinafter referred to as the "Original Contract") on [January 19, 2022], and now through friendly negotiation, both parties have reached the following supplementary agreement (hereinafter referred to as "the Agreement") for mutual compliance:

1. The annual framework amount hereunder is [3,000,000.00] yuan, that is, in words RMB [Three Million] only.

2. Media policy: 30/100 rebate.

3. Agency policy: 5/100 rebate.

Framework amount

Media policy

Agency policy

Total

3,000,000

30/100 rebate

5/100 rebate

35/100 rebate

4. Cash deposit

Party A shall pay 10% of the annual framework amount before Party D makes a payment to the media as cash deposit, that is, [300,000.00] yuan, in words RMB [Three Hundred Thousand] only, and the amount shall be paid by Party A.

Upon the expiration of the term of the Agreement, the total amount actually consumed by Party A shall reach or exceed the annual framework amount. If it fails to reach that of the media, all the cash deposit shall be deducted. Party D shall synchronize with Party A within 3 working days after receiving the media deduction notice. Moreover, Party A no longer enjoys the framework policies agreed herein. The intelligent marketing platform represented by Party D will recalculate all advertisements delivered by Party A within the validity period of the original agreement according to the original price (advertisement sample price) of its unified external quotation. If other discounts of the intelligent marketing platform represented by Party D are obtained after recalculation, Party A can re-settle with Party D according to other discounts. The final deduction method and amount shall be subject to the public information of the intelligent marketing platform represented by Party D.

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5. Other clauses of the Original Contract remain unchanged. As an integral part of the Original Contract, the Agreement has the same legal effect as the Original Contract. If specified in both the Agreement and the Original Contract, the Agreement shall prevail; if not specified in the Agreement, the Original Contract shall prevail.

6. The Agreement shall come into force after being signed and sealed by both parties.

7. The Agreement is made in duplicate, with each party holding one copy, which has the same legal effect.

(The remainder of the page is intentionally left blank, which is the signature page)

Party A: [Beijing Kaikaiba Technology Co., Ltd.]

Signed on: January 19, 2022

Party D: [Beijing Baosheng Technology Co., Ltd.]

Signed on: January 19, 2022

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Supplementary Agreement to Advertising Services Agreement of Ali Intelligent Marketing Platform

The Contract is signed by the following parties in Dongcheng District, Beijing:

Party A: Beijing Kaikeba Technology Co., Ltd.

Address:

Contact person: Gu Liren

Tel:

Party D: [Beijing Baosheng Technology Co., Ltd.]

Address:

Contact person: Zou Wei

Tel:

Whereas both parties signed the Contract of [Advertising Services Agreement of Ali Intelligent Marketing Platform] (hereinafter referred to as the "Original Contract") on [January 19, 2022], and now through friendly negotiation, both parties have reached the following supplementary agreement (hereinafter referred to as "the Agreement") for mutual compliance:

1. In the Framework Agreement, the annual joint framework amount of Party A in Ali Media is [5,000,000.00] yuan, that is, in words [Five Million] Only. The annual framework amount of Party D is [3,000,000.00] Yuan

2. Media policy: 32/100 rebate.

3. Agency policy: 5/100 rebate.

Framework amount

Media policy

Agency policy

Total

5,000,000

32/100 rebate

5/100 rebate

37/100 rebate

4. Cash deposit

Party A shall pay 10% of the annual framework amount before Party D makes a payment to the media as cash deposit, that is, [300,000.00] yuan, in words [Three Hundred Thousand] only, and the amount shall be paid by Party A.

Upon the expiration of the term of the Agreement, the total amount actually consumed by Party A shall reach or exceed the annual framework amount by no less than [5,000,000.00] yuan, that is, in words RMB [Five Million] only. The actual amount completed shall be subject to the confirmation by the media at the end of the year. If it fails to reach that of the media, all the cash deposit will be deducted, and Party D shall synchronize with Party A within 3 working days after receiving the media deduction notice. Moreover, Party A no longer obtains the discounts agreed herein. The intelligent marketing platform represented by Party D will recalculate all advertisements delivered by Party A within the validity period of the original agreement according to the original price (advertisement sample price) of its unified external quotation. If other discounts of the intelligent marketing platform represented by Party D are obtained after recalculation, Party A can re-settle with Party D

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according to other discounts. The final deduction method and amount shall be subject to the public information of the intelligent marketing platform represented by Party D.

5. Other clauses of the Original Contract remain unchanged. As an integral part of the Original Contract, the Agreement has the same legal effect as the Original Contract. If specified in both the Agreement and the Original Contract, the Agreement shall prevail; if not specified in the Agreement, the Original Contract shall prevail.

6. The Agreement shall come into force after being signed and sealed by both parties.

7. The Agreement is made in duplicate, with each party holding one copy, which has the same legal effect.

(The remainder of the page is intentionally left blank, which is the signature page)

Party A: [Beijing Kaikaiba Technology Co., Ltd.]

Signed on: January 19, 2022

Party D: [Beijing Baosheng Technology Co., Ltd.]

Signed on: January 19, 2022

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Supplementary Agreement to Advertising Services Agreement of Ali Intelligent Marketing Platform

The Contract is signed by the following parties in Dongcheng District, Beijing:

Party A: Beijing Kaikeba Technology Co., Ltd.

Address:

Contact person: Gu Liren

Tel:

Party D: [Beijing Baosheng Technology Co., Ltd.]

Address:

Contact person: Zou Wei

Tel:

Whereas both parties signed the Contract of [Advertising Services Agreement of Ali Intelligent Marketing Platform] (hereinafter referred to as the "Original Contract") on [January 19, 2022], and now through friendly negotiation, both parties have reached the following supplementary agreement (hereinafter referred to as "the Agreement") for mutual compliance:

1. The screen opening resource package hereunder is [500,000.00] yuan, that is, in words RMB [Five Hundred Thousand] only. The amount shall be paid according to the payment days agreed in the Original Contract.

Screen Opening Resource Package

Form

Resource
name

Formal description

Quantity

Unit price of
advertisement
sample

Unit

Total price of
advertisement
sample

Package
price

Standard resource

Topview

Startup logo + recommended channel information flow

Startup logo: Dynamic (5s)/video (5s) (click support) and information flow linkage of recommended information channel

11575

240

CPM

2778000

500000

2. Other clauses of the Original Contract remain unchanged. As an integral part of the Original Contract, the Agreement has the same legal effect as the Original Contract.

3. The Agreement shall come into force after being signed and sealed by both parties.

4. The Agreement is made in duplicate, with each party holding one copy, which has the same legal effect.

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(The remainder of the page is intentionally left blank, which is the signature page)

Party A: [Beijing Kaikaiba Technology Co., Ltd.]  Party D: [Beijing Baosheng Technology Co., Ltd.]

Signed on: February 17, 2022

Signed on: February 17, 2022

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Exhibit 8.1

Subsidiaries of the Registrant

Subsidiaries

    

Jurisdiction of Incorporation

 

Baosheng Media Group Limited

British Virgin Islands

Baosheng Media Group (Hong Kong) Holdings Limited

 

Hong Kong

 

Beijing Baosheng Technology Company Limited

 

PRC

 

Horgos Baosheng Advertising Company Limited

PRC

Kashi Baosheng Information Technology Company Limited

 

PRC

 

Baosheng Technology (Horgos) Company Limited

PRC

Beijing Baosheng Network Technology Co., Ltd.

PRC

Beijing Xunhuo E-commerce Co., Ltd.

PRC


EXHIBIT 12.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Wenxiu Zhong, certify that:

1. I have reviewed this annual report on Form 20-F of Baosheng Media Group Holdings Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 16, 2022

By:

/s/ Wenxiu Zhong

Name: Wenxiu Zhong Title: Chief Executive Officer


EXHIBIT 12.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I, Yue Jin, certify that:

1. I have reviewed this annual report on Form 20-F of Baosheng Media Group Holdings Limited (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting; and

5. The Company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company’s auditors and the audit committee of the Company’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.

Date: May 16, 2022

By:

/s/ Yue Jin

Name: Yue Jin

Title: Chief Financial Officer


EXHIBIT 13.1

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Baosheng Media Group Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Wenxiu Zhong, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2022

By:

/s/ Wenxiu Zhong

Name: Wenxiu Zhong

Title: Chief Executive Officer


EXHIBIT 13.2

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Baosheng Media Group Holdings Limited (the “Company”) on Form 20-F for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Yue Jin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 16, 2022

By:

/s/ Yue Jin

Name: Yue Jin

Title: Chief Financial Officer


Exhibit 15.1

GRAPHIC



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