Exhibit 4.28
Exclusive Management Service and Business Cooperation Agreement
This Exclusive Management Service Business Cooperation Agreement ("Agreement") is entered into as of July 18, 2022 by and among the following parties in Beijing, the People’s Republic of China (“PRC”):
Party A:Guangzhou Qixiang Technology Co., Ltd., a wholly foreign-owned enterprise duly established and validly registered under the laws of the PRC, whose unified social credit code is [***] and whose registered address is at D-8, Room 1903, No. 13, Huaming Road, Tianhe District, Guangzhou;
Party B: Guangzhou Qili Technology Co., Ltd. (“Guangzhou Qili Technology”), a company with limited liabilities duly established and validly registered under the laws of the PRC, whose unified social credit code is [***], and whose registered address is at Room 1301, No. 245, Science Avenue, Huangpu District, Guangzhou;
Subsidiaries of Party B: All agencies invested in or controlled (including controlled by agreement arrangement) by Party B according to this Agreement from time to time (including but not limited to any company or relevant agencies in which Party B holds, directly or indirectly, more than 50% equity interest)
Part C:
Chang Liu, PRC citizen, whose Identity Number is [***];
Zhan Xie, PRC citizen, whose Identity Number is [***];
(Each of Party A, Party B and Party C, a “Party”, and collectively the “Parties”.)
WHEREAS,
(1) Party A is a wholly foreign-owned enterprise duly registered and validly existing under the PRC laws, the approved or registered business scope is as follows: technical service, technology development, technology consultation, technology exchange, technology transfer, technology popularization, stationery retail, sales of household appliances, integrated circuit chip design and service, stationery wholesale, sales of integrated circuit chips and products, sales of household appliance parts and accessories, wholesale of computer hardware, software and auxiliary equipment, integrated circuit sales, office supplies sales, sales of household goods, marketing planning, machinery parts, spare parts processing, sales of arts and crafts and ceremonial articles (except ivory and its products), information technology consulting services, software sales, sales of power electronic components, electronic special materials sales, retail of computer hardware, software and ancillary equipment, information consulting services (except licensed information consulting services), internet sales (except sales of licensed goods), furniture parts sales, import and export of goods, publication wholesale, technology import and export, publication retail, internet sales of publications.
(2) Party B and Subsidiaries of Party B are limited liability companies duly registered and validly existing under the PRC laws, mainly engaging in publicity and promotion and other related business.
(3) Party C is the shareholder of Party B and owns 100% of the equity interests of Party B;
(4) Party A agrees to use its personnel, technology and information advantages to provide Party B and Subsidiaries of Party B (including Subsidiaries of Party B as renewed from time to time during the term of this Agreement, hereinafter the same) with exclusive corporate management consulting, intellectual property licensing, technical support and business support services, and Party B and Subsidiaries of Party B accepts relevant services provided by Party A.
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NOW THEREFORE, the Parties through amiable negotiations agree as follows:
Party B and Subsidiaries of Party B shall determine the specific contents of services within the scope listed in Appendix I with Party A or any entity designated by Party A based on the actual need in their business. Both parties confirm that the services provided by Party A is confined to the approved operation scope. In the event Party B and Subsidiaries of Party B require Party A to provide services beyond the approved operation scope, Party A is entitled to or designate a third party to expand Party A’s operation scope with accordance to PRC laws, and provide such services after approval.
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In view of Article 1 in this Agreement, in order to specify respective rights and obligations of each Party, to ensure Party A’s actual performance in providing management services to Party B and Subsidiaries of Party B according to this Agreement, and to ensure the implement of business services between Party A, Party B and Subsidiaries of Party B and the payment of the amounts that shall be paid by Party B and Subsidiaries of Party B to Party A, Party B, Subsidiaries of Party B and Party C agree the followings:
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Furthermore, Party B and Subsidiaries of Party B shall, and Party C shall cause Party B notify Party A timely when there is or may be any significant adverse effect on business and operation of Party B and/or Subsidiaries of Party B and do their best to prevent the occurrence of such issues and/or the expansion of damages.
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Force Majeure Event shall mean any objective circumstance, the occurrence of which is unforeseeable, unavoidable, uncontrollable and insurmountable at the time of execution of this Agreement (including but not limited to earthquake, typhoon, flood, fire, strike, war, and rebellion).
In the event the performance of the Agreement is influenced by any Force Majeure, the Party suffering Force Majeure shall (i) notify the other parties by telegram, facsimile or other electronic means immediately after the occurrence of such Force Majeure and shall provide written documents evidencing the occurrence of such Force Majeure within fifteen (15) business days; (ii) take all reasonable and viable manners to mitigate or remove the effect of force majeure, and continue its performance of the Agreement after such effect is mitigated or removed.
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The laws of the People's Republic of China shall apply to the signing, entry into force, interpretation, performance, amendment and termination of this Agreement and the settlement of disputes under this Agreement.
All disputes arising out of or in connection with this Agreement shall be conciliated friendly by and between the Parties. When the disputes could not be solved by conciliation, such disputes may be submitted to the China International Economic and Trade Arbitration Commission by any Party and shall be finally settled under the Rules of Arbitration of the China International Economic and Trade Arbitration Commission by arbitrators appointed in accordance with rules then effective of such arbitration commission. The arbitration ruling shall be final. The place of arbitration shall be in Beijing. The language used in arbitration shall be in Chinese. The Parties hereto shall continue to perform its obligations and exercise its rights hereunder except for those in dispute. The validity of this Article 11.1 shall not be influenced by the modification, rescission and termination of this Agreement.
(1) All notices and other communications required or permitted to be given under this Agreement shall be delivered by hand or sent by postage prepaid registered mail, commercial courier service or e-mail to the address of such party as set forth below. The date on which such notices shall be deemed to be validly served shall be determined as follows: (i) if the notice is sent by personal delivery, courier service or postage prepaid registered mail, it shall be deemed to be validly served on the date of delivery or rejection at the address designated for receipt of the notice; and (ii) if the notice is sent by electronic mail, it shall be deemed to be validly served at the time it is successfully sent.
(2) For the purposes of the notice, the addresses of the parties are as follows.
Party A:.
Address: [***]
Attention: Qifeng Zhao
Phone: [***]
E-mail: [***]
Party B and Subsidiaries of Party B:
Address: [***]
Attention: Qifeng Zhao
Phone: [***]
E-mail: [***]
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Party C:
Chang Liu
Address: [***]
Attention: Chang Liu
Phone: [***]
E-mail: [***]
Zhan Xie
Address: [***]
Attention: Chang Liu
Phone: [***]
E-mail: [***]
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[THE SIGNATURE PAGE OF THE EXCLUSIVE MANAGEMENT SERVICE AND BUSINESS COOPERATION AGREEMENT]
Party A:Guangzhou Qixiang Technology Co., Ltd.
Authorized Representative: Qifeng Zhao
/s/ Qifeng Zhao |
Party B:Guangzhou Qili Technology Co., Ltd.
Authorized Representative: Qifeng Zhao
/s/ Qifeng Zhao |
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[THE SIGNATURE PAGE OF THE EXCLUSIVE MANAGEMENT SERVICE AND BUSINESS COOPERATION AGREEMENT]
Party C: |
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Chang Liu |
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/s/ Chang Liu |
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Zhan Xie |
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/s/ Zhan Xie |
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Appendix I: Contents of Service
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Appendix II: Calculation and Payment of the Service Fee
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Appendix III: Right and Obligation Assumption Letter
This entity, , is the subsidiary of Guangzhou Qili Technology Co., Ltd. (“Guangzhou Qili Technology”), established and registered on (date).The Guangzhou Qili Technology possesses % of this entity’s share.
In accordance with Exclusive Management Service and Business Cooperation Agreement (“Agreement”) entered into by and between Guangzhou Qili Technology, Guangzhou Qixiang Technology Co., Ltd. and other relevant parties, this entity shall join the Agreement according to Article 10.3 of the Agreement as the new subsidiary of Party B under this Agreement.
This entity agrees to join the Agreement as a new Subsidiary of the Guangzhou Qili Technology, enjoy rights under the Agreement, and perform obligations the Agreement. This Assumption Letter came into effect upon the date of execution.
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Signature of Legal Representative: |
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Date: |
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