Common use of Rights and Obligations Clause in Contracts

Rights and Obligations. Party A’s Rights and Obligations 1. Party A authorizes Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificate. 2. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region. 4. Party A shall be obligated to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policy, Party B shall have the obligation to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. Party A’s Rights and Obligations 1. Party A authorizes Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificate. 2. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products the hardware environment consistent with normal operation of good quality smart cabinets, guarantee normal operation, timely supply/cut off, reasonable use and consistent styleactive control of smart cabinets to make sure smart cabinets are in safe, updated every seasoneffective and usable condition. In case of Party A’s failure to perform aforesaid responsibilities or other reasons attributable to Party A, which cause damage, loss, variation, replacement of smart cabinets and the goods in order the cabinets or cause damage to meet third person’s body or property, Party A shall undertake such responsibilities. Party B is entitled to deduct the loss from the deposit paid by Party A, and in case that the deposit is not sufficient to cover the loss suffered by Party B, Party B shall be entitled to seek further compensation from Party A. 2. The ownership of the smart cabinets and the goods in them belongs to Party B. Party B is entitled to put forward requirements on the position of smart cabinets subject to the consent of Party A. In the case that Party A’s distribution requirements monthly consumption of the goods in the cabinets is less than RMB , Party B is entitled to remove smart cabinets from Party A. 3. Party A may enjoy supply chain financial services provided by Party B and protect Party B’s market share within the appointed regionits affiliated companies. 4. Party A Both Parties hereto shall be obligated make reasonable arrangement for inventory sorting and inventory checking, so as to assist Party B with expanding its sales network optimize the inventory results and provide updated product information and each season’s promotional materialsturnover of products after the shelf life. 5. POP banners Party A has the obligations to give priority to utilize supply chain services provided by Party B’s affiliated companies and posters for each season’s new products and any promotional event to fulfill the purchase quantity requirement; In daily cooperation, Party A shall be provided provide relevant data reference to Party B without chargein order to optimize the inventory structure of the warehouse. 6. Party A shall design any computer graphics required by Party B without charge, and Through the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributoragreement of both parties, Party B shall not assign or transfer its appointed region can adjust the types of goods in the smart cabinets and make up stock according to a third party; otherwise the actual use demand proposed by Party A shall have A. But if the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed regioninventory period is more than 30 days, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales adjust it by itself. 7. The risk of damage or counterfeit loss of “Jinduren” products or goods stored in smart cabinets shall be borne by Party A. 8. Party A shall not put any other infringement goods other than the products supplied by Party B in the smart counters of intellectual property within its appointed region Party B. Otherwise, except for the purchase of all the products in the cabinets, Party B shall bear the following liabilities: A is fined RMB 1,000 cumulatively for one time, B is fined RMB 3,000 cumulatively for two times, C is fined RMB 5,000 cumulatively for three times, D is fined RMB 5,000 cumulatively for four times. And Party B may choose to remove the cabinets at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policycase of removal, Party B shall have the obligation right but not liability to provide such sales reports and market feedback information as required dispose any goods placed by Party AA in the cabinets, coordinate with and Party A shall pay the full amount of the unsettled purchase order to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between B. Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of firstly deduct such amount from the deposits paid by Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile the authorization plate of “household car.” Upon the expiration of the cooperation period between the Parties, Party A shall not use such car any longer and shall return such car intact. In case of the loss or mail to damage, Party A’s headquarters on the 5th day of each monthA shall provide compensation. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. Party A’s Rights and Obligations 1. Party A authorizes Party B shall, pursuant to distribute “Jinduren” brand products within schedule agreed upon by both Parties, undertake the appointed region, to become effective only after delivery of advertisings for examination and coordinate the execution broadcast of advertisings. During the term of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its termAgreement, Party A shall have be responsible for the right coordination of technical transmission from Beijing to take back the certificate. 2. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region. 4designated area. Party A shall be obligated to assist responsible for the expense incurred by technical transmission and advertising broadcast from Beijing. Where Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided fails to pay monthly Contract Price on time, Party B without charge. 6A may deduct such monthly Contract Price from the Deposit. Party A shall design any computer graphics required by may unilaterally terminate this Agreement in case of Party B’s breach of Article 3 (Contract Price), Section 5 of Article 9 (Advertising Fine) of this Agreement. Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally indemnify any loss incurred by Party A where (i) any administrative fine is imposed on Party A due to Party B’s illegal operation and fault; and (ii) Party B. 1A is required to make compensation due to a third party claim. At any time while Party B may, based on the local market conditions, determine the regional advertising prices and operation policy. All the expense incurred from Party B’s regional advertising operation and agency, including but not limited to brand promotion, marketing publicity and operation, shall solely be born by Party B. Party B shall consciously maintain the continuity and consistency of the brand and style of regional advertising and Music Radio channel. Party B shall deliver Party A the legal advertising broadcast certificate, advertising manuscript and audio products suitable for broadcast according to the supplement agreement. Party B shall pay the Contract Price and the Deposit on time. Where the Deposit is an authorized distributorinsufficient, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have make up for the right to terminate Party B’s distribution rights. 2Deposit within 5 days. While Where Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate fully performed this Agreement in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policygood faith, Party B shall have the obligation right of first refusal to provide such sales reports extend this Agreement under equal conditions. Where Party A beaches any of Article 3 (Agreement on Exclusive Agency), Article 5 (Advertising Time Slot) or Sections 2 and market feedback information as required by 3 (Obligations of Party A) of Article 9, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B is entitled to unilaterally terminate this Agreement. Each Party shall bear its own tax liability with respect to their respective revenues. The Parties shall keep the business secrets strictly confidential and a shall be refrained form disclosing the cooperation herein to any third party are independent without the consent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8other Party. Party B shall undertake any expense incurred in Contract Price, clients, advertising placement, advertising broadcast techniques and other items deemed by the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B Parties as confidential information shall be equipped with computerized management systemkept confidential. The Parties shall execute a supplement agreement to further specify issues such as advertising examination, manuscript amendment and broadcast.

Rights and Obligations. Party A’s Rights and Obligations 1. Party A authorizes shall promulgate Insurance Law and relevant stipulations of insurance agency business and assist relevant staff of Party B to distribute “Jinduren” brand products within in acquiring related credentials in accordance with the appointed region, to become effective only after the execution requirements of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificateChina Insurance Regulatory Commission. 2. Party A may inspect the “Jinduren” products sold by shall promptly provide party B insurance applications, insurance clauses, promotional materials and other relevant documents referring to agency affairs. Furthermore, Party B A is obliged to determine authenticity provide basic knowledge of insurance which include documents management and quality, which determination shall be deemed final.business training to party B. 3. Party A has the right to supervise and inspect all the agent insurance business of party B, and party B shall provide Party B with “Jinduren” products of good quality actively cooperate and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within promptly correct the appointed regionmistakes. 4. Party A shall be obligated has the right to assist require Party B with expanding its sales network to correct illegal practices; and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have has the right to terminate Party B’s distribution rights. 2. While the agency authority if Party B has the exclusive right refuses to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreementcorrect. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has shall conduct the right to plan out agency business within the development scope and authority as prescribed in this contract. Party B shall assume legal liability if it conducts agency business beyond authority without written approval of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly.Party A. 6. In accordance with Party A’s sales policy, Party B shall have has no right to transfer the obligation agency business identified in this contract to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend dataa third party. 7. All business transactions between Party B shall strictly abide by the relevant stipulations made by the China Insurance Regulatory Commission and a third party are independent of Party A. Under no circumstance shall Party B have conduct agency business in accordance with the right to enter into any obligation on behalf of provisions and procedures drafted by Party A. 8. Party B shall undertake any expense incurred in use the course of its business operationspromotional materials, including taxclauses, city inspection feerate, lease documents and insuranceforms provided by Party A when conducting agency business. The above-mentioned documents and materials are not allowed to modify or duplicate without permission. 9. Party B shall provide relevant invoices is obliged to truly inform the insurance applicants and receipts before the 5th day insured the declaration of each month coverage when conducting agency business in order to verify its accounts with guide them to perform their duties; and Party A.B shall explain the clauses of insurance contract and highlight the exemption clauses. 10. Party B shall provide its gross sales report transfer the premiums and interests to Party A by facsimile or mail in accordance with this contract; and Party A is obliged to Party A’s headquarters on the 5th day of each monthpay agency commissions to party B in comply with this contract. 11. Party B is obliged to inform Party A immediately if any loss occurred within the scope of insurance liability. 12. Party B shall not sign any mortgage contracts or certification in the name of Party A; and policies of Party A shall not be equipped pledged. 13. Party B shall not assist any organization or person in money laundering when conducting agency business. Party B is obliged to fight money laundering, identify clients and properly keep the materials and transaction record of the clients. Party B is obliged to inform Party A immediately if any block trades which comply with computerized the anti-money laundering provisions or suspicious transactions are found. 14. Party B shall establish a documents management systemsystem or a standing book in order to keep a record of policies collecting, using, nullifying and selling-back.

Rights and Obligations. Party A’s Rights 1. The contract is a whole contract. The service standards, details, and Obligationsprice quotations shall be settled in a separate written agreement which shall be inseparable from this Agreement and shall have the same effect as the terms of this Agreement. 12. Party A authorizes ensures that the presentation of the services and related items provided by Party B, and the settled relevant reservation procedures, are consistent with the information provided by Party B to distribute “Jinduren” brand products Party A, and that sales promotion is in strict accordance with the contents of the service information agreed by both Parties. 3. Party B ensures that the services provided to customers are within the appointed regionbusiness scope of Party B, and that they are legitimate, lawful, and meet all appropriate qualifications necessary for the provision of these services; if not, Party B shall be solely responsible for the resulting legal consequences and shall indemnify Party A for all losses. 4. Party B shall engage in passenger services and provide Party A with valid company qualification documents. Party B shall ensure that its associated driver service companies, designated drivers, and cars shall all have legal qualifications, including but not limited to become effective only after road transportation business licenses, driver's licenses, etc. 5. Party B ensures that the execution service and other related information provided to Party A is comprehensive, truthful, effective, and legitimate, without any false or misleading elements. 6. Party B shall provide services in strict accordance with the industry-related service standards and the Agreement between the Parties. If a complaint is made regarding the quality of this agreement a service provided by Party B, the Parties shall jointly coordinate to address the complaint, and Party B shall compensate the customer in accordance with Annex 1: “Complaint Resolution Process”. 7. After Party B provides Party A with a price quote for a specific service, Party B must notify Party A in advance of any update to that service. If not, Party B shall bear all consequences. 8. After Party B provides a price quote for a specific service upon request by Party A’s issuance , if Party B elects to adjust the price of the exclusive regional distribution authorization certificate to service, Party B. B must inform Party A of the adjustment and provide all relevant details at least 15 working days in advance of the effective date of the adjustment. If the adjusted price is lower than the original price, the Parties shall settle the accounts according to the adjusted price; if the adjusted price is higher than the original price, the price agreed by both Parties in writing shall prevail, and the Parties shall execute a supplemental agreement is not renewed at separately; if the end of its termtwo Parties fail to reach an agreement, Party A shall have the right to take back terminate the certificate. 2Agreement. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products The adjustment of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region. 4. Party A shall be obligated to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B service prices shall not assign or transfer its appointed region to a third party; otherwise Party A shall have affect the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development normal execution of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policy, Party B shall have the obligation to provide such sales reports and market feedback information as required service orders confirmed by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insuranceboth Parties. 9. In the course of partnership between the two Parties, if the conduct of one Party B results in a legal dispute, the Party at fault shall provide relevant invoices and receipts before bear sole responsibility for the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each monthdispute. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. 3.1 Party A’s Rights and Obligations 1. Party A authorizes Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificate. 2. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. 3.1.1 Party A shall provide Party B with “Jinduren” products information of good quality target clients and consistent stylerelevant requirements in accordance with this Agreement. 3.1.2 Party A shall responsible for explaining the content of relevant business to Party B, updated every seasonprovide Party B with necessary business training, update Party B with renewed business information and favorable terms in order a timely manner. 3.1.3 Party A shall retain right to meet oversee the day to day operation of the Agreement and may monitor Party B’s distribution requirements performance and protect work progress, to examine sales data and service quality and bring on suggestions on problems that may arise in Party B’s market share within operation. If Party B cannot pass the appointed regionexamination, then it shall bear responsibility under Article 7 and Article 9 of this agreement. * Denotes location where Confidential Information has been redacted. Subject of Rule 406 request for confidential treatment. 4. 3.1.4 Party A shall be obligated pay the relevant promotion (service) fees in full and on time to assist Party B in accordance with this Agreement. 3.1.5 Party A shall provide Party B with expanding its sales network and provide updated product information and each season’s promotional materialsdedicated outbound calling line No. 13911390006, to the extent that including location of Agreement performance, for those numbers be called belong to Beijing “Go Tone”, “Mzone”, “Easy Own” will be free for the charge of calling in. 5. POP banners and posters for each season3.1.6 If Party B’s new products and any promotional event outbound calls result in roaming fee (home or aboard) to the customers who receive the call, such expense or compensation shall be provided to Party B without charge. 6. Party A shall design any computer graphics required paid by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate 3.2 Party B’s distribution rights.Rights and Obligations 2. While 3.2.1 When Party B has providing the exclusive right service to distribute “Jinduren” products within its appointed regionParty A in accordance with this Agreement, Party B must also strictly comply with follow the rules governing government and industry laws and regulations and run the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreementlegal business operation. 3. 3.2.2 Party B has shall perform the right telemarketing service to take action against any unauthorized sales or counterfeit the extent of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, this Agreement and has guarantee the duty to coordinate with Party A to correct such matters legal business operation and protect the brand’s imagestrictly abide relevant business rules. 4. 3.2.3 Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by shall design and coordinated with Party A. 5. Party B has the right to plan out the development of the use “Jindurentalking note” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In in accordance with Party A’s requirements and basing on the business information and rules provided by Party A. All “talking note” shall only be used with Party A’s approval. 3.2.4 Party B shall fulfill the Party A’s work requirements within the time regulated by Party A, included but not limited to: outbound calls, telemarketing promotion, etc. Party B shall submit relevant statistical report, project appraisal report and other regular sales policyreports to Party A, or else it shall be liable for breach of the agreement under Article 9. 3.2.5 After successful marketing, Party B shall have the obligation reply with true and accurate numbers to provide such sales reports and market feedback information as required by Party A in 24 hours to ensure business development in a timely manner. 3.2.6 As Party A’s basis for reconciliation, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred collect and submit all the numbers from successful marketing in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each previous month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the before 5th day of each month. 11. 3.2.7 Party B shall be equipped responsible for quality control of calling during telemarketing. 3.2.8 Party B shall take charge of managing staffs and their relevant training to make sure Party A’s business promotion. 3.2.9 Party B shall bear confidential responsibility for information provided by Party A (included but not limited to client’s information, business information and other information with computerized management systembusiness value). 3.2.10 Party B shall destroy all information provided by Party A within one year after the relevant business is completed and notice Party A in written form. 3.2.11 Party B shall guarantee to use dedicated line of NO. 13911390006 for telemarketing work and to accomplish the working requirements in this Agreement, and it may not use the dedicated line for any other purposes. In case of any violation, Party B shall be liable for breach this agreement under Clause 9.8. 3.2.12 Party B shall guarantee the good running of system and equipments and be responsible for the maintenance of local seats and computers. In the event of serious failure, Party B shall notify the technical support from Party A immediately. * Denotes location where Confidential Information has been redacted. Subject of Rule 406 request for confidential treatment. 3.2.13 Party B and its employees may not use equipments that belong to or rent from Party A to do the business that irrelevant with Party A’s business under this Agreement. Party B and its employees may not do advertising for itself by using Party A’s name or brand; Nor release any promotion advertising or information through any methods on behalf of Party B by using Party A’s name or brand. 3.2.14 Party B shall guarantee to comply with laws, regulations and regulatory provisions to provide legal service under this Agreement.

Rights and Obligations. 1. Party A’s Rights warehouse shall comply with the standards like rain protection, damp protection and Obligations 1. Party A authorizes Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, firmness; Party A shall have provide the right necessary firefighting and water & electricity facilities, to take back guarantee the certificate.normal use of Party B. 2. Party A may inspect shall provide the “Jinduren” products sold by maintenance and keeping of the warehouse, to guarantee that the warehouse complies with the using standard of Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within during the appointed region. 4. Party A shall be obligated to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreementlease term. 3. Party B has shall arrange the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the personnel on duty to coordinate with Party A to correct such matters and protect guarantee the brand’s imagesafety of the warehouse. 4. If Party B causes that the warehouse has the right accidents (such as fire, flood and pilferage), Party A will be exempted from the responsibilities, and if Party A causes the above damages, it shall pay the compensation to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has according to the right to plan out standard amount of market selling price; as for the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policylosses caused by other reasons, Party B shall have investigate the obligation responsibilities in accordance with the relevant state laws and regulations. 5. During the lease term, if Party A takes back the warehouse and makes it for other purpose, it shall notify Party B in advance of three months, and Party A shall assume the fees increased from warehousing transfer and pay the liquidated damages of RMB 50,000 to provide such sales reports Party B; if Party B doesn’t need the warehouse, it shall notify Party A in advance of three years, and market feedback information as required Party B shall assume the rent of Party A caused by this, and Party B shall pay the liquidated damages of RMB 50,000 to Party B. 6. The right of Party B’s goods and equipment stored in Party A, coordinate with ’s warehouse belongs to Party B. If Party A to complete market researchhas the dispute with other creditor, and provide Party A with competitor information shall show the contract and fashion trend datastate that it does not possess the ownership of the goods and equipment. 7. All business transactions between The actual using area of the warehouse provided by Party B A shall be confirmed by both parties and a third party are independent it shall attach the building plan of Party A. Under no circumstance the warehouse. If the actual area is less than the area listed in the Agreement, the rent shall Party B have be charged according to the right to enter into any obligation on behalf of Party A.actual area confirmed by both parties. 8. Without permission of Party B B, Party A shall undertake any expense incurred in not enter the course of its business operations, including tax, city inspection fee, lease and insurancewarehouse arbitrarily. 9. During the lease term, Party B shall provide relevant invoices not change the internal structure of the warehouse. The ground of Party A’s warehouse is made of quartz and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. price is higher, so Party B shall provide notify its gross sales report employees and people entering the warehouse not to Party A by facsimile damage the ground and wall intentionally or mail to Party A’s headquarters on the 5th day of each month. 11. unwittingly; if it is damaged, Party B shall compensate for all losses. The normal aging and abrasion of the ground is not within the compensation range. Party B’s employees shall not damage all facilities within the warehouse intentionally or unwittingly; if it is damaged, Party B shall compensate for all losses and repair. The operation fee like water, electricity, heating and communication cost shall be equipped with computerized management system.assumed by Party B.

Rights and Obligations. (i) Party A’s Rights and Obligationsrights 1. Party A authorizes Party B to distribute “Jinduren” brand products within shall level and tamp the appointed region, to become effective only after site and install a gate upon the execution of this agreement and Lease to ensure the land leased by Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. B can park vehicles smoothly. 2. If the agreement land is not renewed at zoned and used by the end government during the term of its termthis Lease, Party B must obey the government’s decision unconditionally. In such case, Party A shall have the right inform Party B in writing one month in advance and does not need to take back the certificate. 2compensate Party B’s facilities . Party A may inspect shall refund the “Jinduren” products sold rent that Party B has paid for the period not occupied by Party B to determine authenticity and quality, which determination shall be deemed final.B. 3. Party A shall provide may not deliver the land to Party B with “Jinduren” products of good quality and consistent style, updated every season, in order until the land passes the leveling acceptance according to meet Party B’s distribution requirements and protect requirements. (ii) Party B’s market share rights: 1. Party B shall abide by laws and disciplines as well as the relevant regulations of the district, town and village, keep the environment clean and tidy and avoid arbitrary building within the appointed region. 4site during the entire term of this Lease. Once Party B is found constructing buildings arbitrarily, Party A shall be obligated has the rights to assist request Party B with expanding its sales network to rectify and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. in such case, Party A shall design any computer graphics required by does not need to compensate Party B without charge, B. All the economic losses and the expenses for all graphic arts (including display structures) legal consequences arising therefrom shall be borne equally by Party A and Party B. 12. At any time while Party B is an authorized distributor, Party B shall not assign or transfer be responsible for keeping all the materials within the site after the site passes acceptance and bear the property loss incurred at its appointed region to a third party; otherwise Party A shall have the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed regionsole discretion, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreementif any. 3. Party B has can use the right to take action against any unauthorized sales site solely during the entire term of this Lease and shall not transfer it or counterfeit change its nature of “Jinduren” products or any other infringement use. In case of intellectual property within its appointed region at any timesubleasing the site, and has the duty to coordinate with Party B shall inform Party A in advance. If Party B is found violating the provisions, Party A is entitled to correct such matters remedy and protect the brand’s imageterminate this Lease. 4. Party B has the right Any dispute arising therefrom shall be resolved by both parties via negotiation. If, however, negotiation fails, both parties can choose to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A.file a lawsuit to Wuhou People’s Court. 5. Party B has This Lease is executed in triplicate with each party holding one and the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordinglyrest one for filing. 6. In accordance with Party A’s sales policy, Party B shall have the obligation to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. Party A’s Rights and Obligations 1. Party A authorizes Party B guarantees that it has all the qualifications required to distribute “Jinduren” brand products within sign and perform this agreement, and has obtained all the appointed regionfully valid and irrevocable authorizations, to become effective only after the execution of consents, approvals or permits for negotiating, signing and performing this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificateagreement. 2. Party A may inspect warrants that the “Jinduren” products sold Licensed Works is created independently by Party B A and it has complete and independent copyright or all rights necessary to determine authenticity grant license to Party B, and qualitythere is no plagiarism of third-party works (including but not limited to Artificial Intelligence), which determination shall be deemed finalno infringement of the legal rights of any third party, no defamation, racial discrimination, ethnic or religious hatred, child pornography or other illegal content and no violation of applicable national laws and regulations agreed. 3. If necessary, Party B shall have the right to request Party A to provide complete copyright certificates of the Licensed Works hereunder, regardless of whether it is within the authorization Term, and Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order have the obligation to meet Party B’s distribution requirements and protect Party B’s market share within the appointed regionsubmit such certificates. 4. Party A shall update no less than [45,000] words per month ,no less than [2] times updates per week and no less than [1,000] words each chapter according to Party B’s requirements, otherwise it will be obligated to assist deemed as Party A’s breach of contract, and Party B with expanding its sales network and provide has the right to terminate this agreement at any time. The updated product information and each season’s promotional materialscontent of the Licensed Works is included in the scope of license. 5. POP banners and posters for each season’s new products and any promotional event shall be provided During the term of this agreement, Party A has no right to request Party B without chargeto remove the Licensed Works for any reason. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit market and promote the Licensed Works,,including but not limited to, via Amazon, Facebook, Twitter, Instagram, YouTube, forums, groups, review sites, magazines, etc. Party B shall have the right to determine when, where, how and by what means of “Jinduren” products or any other infringement of intellectual property within its appointed region at any timeadvertising, marketing and has promotion to promote the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4Licensed works. Party B has the right to conduct promotional activities within its appointed regionmodify the promotion information of the Licensed works, provided that large-scale promotional activities can be conducted only such as permitted by changing the title, cover and coordinated introduction, according to the marketing factors and for the consideration of promotion and marketing. 0. Xxxxx B has the right to modify the contents of all authorized works (including but not limited to: title, outline, brief introduction, paragraphs, plot, etc.) Meanwhile, if Party B requires Party A to modify,, Party A guarantees to cooperate with Party A.B. 50. Xxxxx B has the right to use Party A's relevant information (author's name, photos, other personal information) for the marketing and promotion activities of the Licensed works, or other activities related to the Licensed works, or for other derivatives; Party B shall have the right to decide the details of marketing promotion. 9. To guarantee the rights of users, after the cooperation is terminated or the authorization term expires, the users of Party B can still read the Licensed Works that has been purchased or downloaded on their client/user interface. Party B does not need to remove the Licensed Works that the end user has purchased or downloaded from the end user interface or its storage space. 10. Under the same conditions, Party B has the priority to sign contracts with Party A for Party A’s works. 11. If the sales of the Licensed Works are not satisfactory, or Party A fails to update the Licensed Works on time without proper reasons for more than 3 months, or Party A loses contact for more than 30 days, Party B has the right to plan out terminate this agreement and suspend the development of settlement. At the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policysame time, Party B shall have the obligation right to provide renew the work by itself or by entrusting others, and all the copyright and related profit rights of such sales reports and market feedback information as required renewal shall be owned by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.B.

Rights and Obligations. 1. Rights and obligations of Party A’s Rights and Obligations (1. ) the equity interests held by Party A authorizes are true, legal and valid, and Party B A enjoys the full right to distribute “Jinduren” brand products within dispose of the appointed region, to become subject equity interests; (2) Party A has completed the approval procedures of the internal authority and obtained effective only after authorization in accordance with the provisions of the Articles of Association for the Transaction and the signing of the Agreement; (3) Party A has obtained the consent of a majority of the other shareholders of the Target Company in respect of the Transaction and the execution of this agreement the Agreement and Party A’s issuance such shareholders have waived their pre-emptive rights; (4) The execution of the exclusive regional distribution authorization certificate Transaction and the Agreement by Party A does not violate any laws and regulations and contracts signed with third parties; (5) If Party B elects to Party B. If the agreement is not renewed at the end exchange target equity with PBTS shares, PBTS shares shall be subject to a lock-up period of its term, six months and Party A shall have comply with the right to take back provisions of relevant laws and regulations and shall not sell such equity interests in any form during the certificatelock-up period; (6) Party A shall cooperate with Party B in the procedures of change of equity registration. 2. Party A may inspect the “Jinduren” products sold B’s rights and obligations (1) The equity interest in terms of holding PBTS shares by Party B to determine authenticity is true, legal and qualityvalid, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products and enjoys full disposability of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region. 4. Party A shall be obligated to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without chargesuch equity interest, and the expenses lock-up period of such equity interest has expired and can be traded; (2) If Party B chooses to exchange equity interest in terms of PBTS shares for all graphic arts equity interest in the Target Company, Party B has obtained permission from the board of directors of Powerbridge Technologies Co., Ltd. upon the effectiveness the Agreement; (including display structures3) shall be borne equally Party B may receive dividends from the Target Company in proportion to its shareholding; (4) Upon acquisition of the equity interest in the Target Company by Party A and Party B. 1. At any time while Party B is an authorized distributorB, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have abide by the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use Articles of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development Association of the “Jinduren” network within its appointed regionTarget Company, safeguard the interests of the Target Company and to strategize, organize and devise promotional activities accordinglykeep the secrets of the Company. 6. In accordance with Party A’s sales policy, Party B shall have the obligation to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. Party A’s Rights and Obligations: 1. Party A authorizes shall be confirmed that prior to signing this contract, it has carefully read Party B B's Instructions for Operation and Handover of Export Express, know in detail all Party B's operation requirements and relevant regulations for international express, and guarantee to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificateabide by all regulations. 2. Party A may inspect has the “Jinduren” products sold by right to require Party B to determine authenticity and quality, which determination shall be deemed finaldeliver the cargoes to the destination as entrusted. 3. Party A has the right to change or cancel the entrustment prior to going through the formalities of picking up and shipping, and the expenses arising therefrom shall provide be borne by Party B with “Jinduren” products of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region.A. 4. Party A shall be obligated has the right to assist require Party B with expanding its sales network to provide the progress of the business entrusted by Party A and provide updated product the information and each season’s promotional materialsduring the service process at any time. 5. POP banners and posters When packaged by Party A, Party A is obliged to package in accordance with the relevant national packaging standards for each season’s new products and any promotional event shall be provided to Party B without chargecarriage. 6. Party A shall design any computer graphics is obliged to fill in the work order correctly, give clear indication of the destination address, the name and contact number of the consignee in detail and accurately, provide all documents required for customs clearance, prepare complete lists for express, paste the specified signs, conduct standardized measurement and fill in the information, and ship cargoes and send forecast in accordance with the method required by Party B. If the express is delayed by virtue of Party A's error, Party B without chargedoes not bear any responsibility. 7. Party A shall settle accounts with Party B at the time agreed in the contract. 8. If the consignee refuses to pay the customs taxes and other (but not limited to) inspection and quarantine fees arising from customs clearance at the destination, and the expenses for all graphic arts (including display structures) Party A shall be borne equally obliged to pay the above fees. If the consignee refuses to pay the additional fees arising from the special requirements of the consignee, Party A shall pay them. 9. The cargoes entrusted by Party A must comply with the safety regulations and other requirements for export transportation, and shall not carry dangerous cargoes, corrosive and polluting cargoes, and prohibited and restricted cargoes. 10. After the consignee signs for the cargoes, all risks of loss of, shortage of, deterioration of, pollution of and damage to the cargoes will be transferred to the consignee, and Party B.B will no longer be liable. 111. At any time while Party B is an authorized distributor, A uses the computer code 7662013 in the business with Party B shall not assign or transfer its appointed region to a third party; otherwise B. Party A shall have write this code on the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, express waybill and shall return the certificate at the end of its term and reapply list for the certificate in writing in accordance with this agreement. 3convenience of computer settlement and query of both parties. For express mail without computer code, Party B has the right to take action against any unauthorized sales refuse to deal with it until finding out the sending company. 12. For all cargoes that need insurance or counterfeit indemnity at value of “Jinduren” products cargoes, party A shall provide relevant materials and assist Party B in purchasing insurance. Party A's failure to cooperate leads to the failure of insurance purchase and the inability to obtain claim settlement. (1) Time for filing a claim: as of the date of: pick-up at the destination, for express mail/arrival at port, for truck delivery/taken out of warehouse, for warehouse labeled cargoes, In case of loss of cargoes, claim documents shall be submitted within 30 Natural Days. Claims shall not be accepted beyond 30 Natural Days. (2) Loss indemnity is only effective for the loss of the whole container of cargoes, but cannot be implemented in accordance with the quantity of cargoes in the container. Party B: 1. Party B shall provide Party A with safe delivery of cargoes within the specified time as provided herein. 2. Party B is obliged to keep business secrets for Party A and give feedback. 3. packaging of cargoes: For the cargoes packaged by Party A, Party A and Party B shall jointly inspect whether the appearance and quantity of the cargoes are intact when handling the delivery of the cargoes. Once the packaging is confirmed by Party B, If the packaged cargoes are damaged or any short or lost, or result in other infringement cargoes, means of intellectual property within its appointed region at any timetransport, machinery and equipment being polluted, corroded, damaged, or cause casualties, Party A shall bear the responsibility by itself. If Party B point out that the packaging of the cargoes does not meet the standards for safe transportation, and has the duty to coordinate with demand Party A to correct such matters improve the packaging, be refused by Party A, Party A shall bear the responsibility and protect loss that the brand’s imagecargoes are damaged or short or lost or detained, or result in other cargoes, means of transport, machinery and equipment being polluted, corroded, damaged, or causing casualties, arising from improper, defective or broken packaging. For the cargoes entrusted to Party B for packaging, Party B shall bear the loss of damage, shortage, loss or detention of cargoes or pollution, corrosion and damage of other cargoes, means of transport and mechanical equipment or resulting in casualties, arising from improper packaging. Party B shall not be responsible for the quality problems of the internal functions of the cargoes. 4. Party B has the right to conduct promotional activities within its appointed regioncharge party A for service as provided herein Ⅵ.liability for breach of contract Party A: 1. If Party A fails to prepare the cargoes corresponding to the agreed time and requirements, provided that large-scale promotional activities can the responsibility for the delay of the cargoes shall be conducted only as permitted borne by and coordinated with Party A. 2. If no one receives or consignee refuses to receive the cargoes after arrival, Party A shall bear the storage expenses arising from the non receipt of the cargoes as provided herein. 3. The losses arising from the delay in receiving the cargoes by the consignee designated by Party A shall be borne by Party A. 4. Party A shall be responsible for the delay or loss of cargoes delivery due to Party A's wrong provision of consignee information. 5. Party A shall pay the transportation expenses to Party B on time as provided herein. In case of delay, Party A shall pay a late fee of 0.3% of the delayed transportation expenses to Party B for each overdue day. If overdue for more than two days or the overdue transportation expenses reach more than 1000 RMB, Party B has the right to plan out suspend the development business entrusted by Party A and demand Party A to bear the liability for breach of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordinglycontract. 6. In accordance with For the cargoes packaged by Party A’s sales policy, Party A shall bear the loss of shortage or loss if the appearance of the cargoes is intact but the inner cargoes are damaged at the time of handover. 7. If Party A causes casualties or equipment damage arising from the following faults, Party A shall be liable for indemnity. a). Intentional entrainment of dangerous cargoes, corrosive and polluting cargoes, and prohibited and restricted cargoes. b). Fines and expenses imposed on Party B by aviation, railway and national security inspection departments by virtue of Party A's concealment of the name or weight of the cargoes: c). If other cargoes or means of transport, machinery and equipment are polluted, corroded and damaged, or cause casualties, by virtue of the defect of cargoes packaging, or loss arising from packaging or storage and transportation marks errors, Party A shall be liable for indemnity. d). When the consignee signs for the cargoes, all risks of loss, shortage, deterioration, pollution and damage of the cargoes will be transferred to Party A, Party B shall have no longer be liable. Party B: 1. If Party B is responsible for the obligation wrong delivery or wrong arrival of the cargoes at the consignee, the cargoes shall be transported to provide such sales reports the designated consignee free of charge. 2. Party B shall bear the responsibility for damage, loss, shortage and market feedback information as required pollution of cargoes during transportation. In case of accidents of cargoes insured by Party A, coordinate with Party B shall assist Party A to complete market research, and provide Party A with competitor information and fashion trend datain settling claims. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 83. Party B shall undertake any expense incurred in not be responsible for the course of its business operationslosses arising from customs, including taxrailway, city inspection feeairport and force majeure, lease and insurance. 9. but Party B shall provide relevant invoices and receipts before the 5th day of each month in order is obliged to verify its accounts with Party A. 10. Party B shall provide its gross sales report to assist Party A by facsimile or mail to Party A’s headquarters on the 5th day of each monthin settling claims. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. 5.1 Each of the Parties warrants that its execution and performance of this Agreement is in no violation of any third party interests or PRC laws. 5.2 Party B will be responsible for server configuration, bandwidth, operation, maintenance, users and user services management and development necessary for the Cooperation Channel, as well as any expenses and liabilities arising thereof. 5.3 Party B warrants that any and all information provided or released onto the Cooperation Channel during the Cooperation is in no violation of PRC laws, general code of ethics and intellectual property and/or other legal interests of any third party and, upon occurrence of such violation, Party B will delete the violating information from the Cooperation Channel, resolve any dispute and be liable for any consequence arising thereof, and indemnify Party A for any loss incurred by Party A thereof. 5.4 Any delay of service by Party B due to any force majeure will be notified to Party A immediately, and Party B will take prompt measures to ensure performance of this Agreement; 5.5 Party A allows Party B to conduct any activity in the name of real estate and home furnishing website of Party A’s Rights website without violation of any laws and Obligations 1. Party A authorizes provisions under this Agreement, provided that such conduct will not appear as if Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of represents Baidu or Party B and Baidu has any relationship other than that provided under this agreement and Agreement. 5.6 Party A’s issuance B will be responsible for advertising operation of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificate. 2. Party A may inspect the “Jinduren” products sold by Party B to determine authenticity and quality, which determination shall be deemed final. 3. Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order to meet Party B’s distribution requirements and protect Party B’s market share within the appointed region. 4. Party A shall be obligated to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required by Party B without charge, and the expenses for all graphic arts (including display structures) shall be borne equally by Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3real estate channel. Party B has sole discretion to conduct advertising operation, and any gains, liabilities, duties, taxes and expenses arising therefrom will be owned or paid by Party B. 5.7 Party B will pay the right channel cooperation fee provided under this Agreement. 5.8 Party A will provide to take action against Party B the promotional resources provided under this Agreement, including Baidu network promotional resources, provide promotional support to Party B, and make promotion of Party B on its website. 5.9 Party B will embed Baidu search bar into the homepage of xxx.xxxx.xxx, and any unauthorized sales or counterfeit of “Jinduren” products income thereof will be shared between Party A or any other infringement of intellectual property within its appointed region at any time, affiliates and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has on monthly basis, the right details of which are subject to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6. In accordance with Party A’s sales policy, Party B shall have the obligation to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions separate alliance agreement between Party B and a third party are independent Party A or any of its affiliates. 5.10 Party C will be severally and jointly liable for any and all obligations of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insuranceunder this Agreement. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. 5.1 Party AA is entitled to inspect Party B’s Rights and Obligations 1purchase records anytime. Party A authorizes B shall cooperate with the inspection by Party B to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, A. 5.2 Party A shall have is entitled to check whether the right to take back the certificate. 2. purchase price paid by Party A may inspect is consistent with the “Jinduren” products sold by Party B to determine authenticity market price for the goods with similar categories, sizes and quality, which determination shall be deemed final. 3origins. Party A shall provide Party B with “Jinduren” products relevant evidence if it claims that the purchase price paid by Party B is higher than the market price. Party B shall refund Party A if the purchase price paid by Party B is higher than the market price. (Such price verification shall be conducted within one month upon arrival of good quality the Goods.) 5.3 Where Party A is not able to provide specific requirements on the sizes, origins and consistent styleamount of certain goods, updated every season, in order to meet Party B’s distribution requirements and protect B shall provide Party B’s market share within A with a quotation if the appointed regionprice is below RMB500. Party B shall provide party A with at least three quotations if the price is above RMB500. 45.4 Party B shall inform Party A of the estimated delivery time within one business day after receiving Party A’s purchase order. If the goods cannot be delivered on time, Party B shall inform Party A of the delay one business day prior to the estimated delivery. If Party B fails to make such prior notice, the service fees shall be deducted by 50%. 5.5 Party B shall be responsible for examining the goods purchased. Party A shall be obligated is entitled to assist Party B with expanding its sales network and provide updated product information and each season’s promotional materials. 5. POP banners and posters for each season’s new products and any promotional event shall be provided to Party B without charge. 6. Party A shall design any computer graphics required refuse payment f the quality of the goods purchased by Party B without chargedoes not meet the requirements specified in the purchase orders issued by Party A. Party B shall compensate Party A for the losses thus caused, but the compensation shall not exceed the purchase price. If Party B entrusts Party A to arrange for the testing and the expenses for all graphic arts (including display structures) shall be borne equally test report provided by Party A and Party B. 1. At any time while Party B is an authorized distributorcontains mistakes, Party B shall not assign or transfer its appointed region to a third party; otherwise be liable for any compensation and Party A shall have the right make payment to terminate Party B’s distribution rights. 2. While Party B has according to the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement. 3. Party B has the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image. 4. Party B has the right to conduct promotional activities within its appointed region, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A. 5. Party B has the right to plan out the development of the “Jinduren” network within its appointed region, and to strategize, organize and devise promotional activities accordingly. 6payment clauses herein. In accordance with Party A’s sales policythat case, Party B shall have the obligation to provide such sales reports and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent purchase agent services for half of Party A. Under no circumstance shall Party B have the right to enter into any obligation on behalf of Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to normal consideration if Party A by facsimile or mail needs to Party A’s headquarters on purchase more goods of the 5th day of each monthsame category. 11. Party B shall be equipped with computerized management system.

Rights and Obligations. (I) Party A’s Rights rights and Obligationsobligations 1. Party A authorizes is entitled to conduct due diligence on Party B prior to distribute “Jinduren” brand products within the appointed region, to become effective only after the execution of this agreement and Party A’s issuance provision of the exclusive regional distribution authorization certificate to Party B. If the agreement is not renewed at the end of its term, Party A shall have the right to take back the certificate.financial intermediary services; 2. Party A may inspect the “Jinduren” products sold by is entitled to conduct post-loan management on Party B to determine authenticity and quality, which determination shall be deemed final.after the provision of financing intermediary services; 3. Party A shall provide Party B with “Jinduren” products of good quality and consistent style, updated every season, in order is entitled to meet decide whether to release or reject the financing demands submitted by Party B’s distribution requirements and protect Party B’s market share within the appointed region.; 4. Party A shall be obligated is entitled to assist request Party B with expanding its sales network and provide updated product information and each season’s promotional materials.Party C to execute the instruments necessary for the creation of debtor-creditor relationship; 5. POP banners and posters for each season’s new products and any promotional event Party A shall be provided entitled to Party B without charge.the intermediary service fees and other rights as a financing intermediary services provider; 6. Party A shall design is obliged to help to create the debtor-creditor relationship between Party B and Party C; 7. In the event of any computer graphics required delay in payment of interest and repayment of principal by Party B, Party A is obliged to actively assist Party C in realizing its rights. (II) Party B’s rights and obligations 1. Party B without chargeis entitled to request Party A to provide financing intermediary services; 2. Party B is entitled to cancel the financing demands, and provided that the expenses for all graphic arts (including display structures) shall be borne equally by losses incurred to Party A and Party B. 1. At any time while Party B is an authorized distributor, Party B C due to the cancellation shall not assign or transfer its appointed region to a third party; otherwise Party A shall have the right to terminate be borne by Party B’s distribution rights. 2. While Party B has the exclusive right to distribute “Jinduren” products within its appointed region, Party B must also strictly comply with the rules governing the use of its exclusive regional distribution authorization certificate, and shall return the certificate at the end of its term and reapply for the certificate in writing in accordance with this agreement.; 3. Party B has is entitled to withdraw and use the right to take action against any unauthorized sales or counterfeit of “Jinduren” products or any other infringement of intellectual property within its appointed region at any time, and has the duty to coordinate with Party A to correct such matters and protect the brand’s image.borrowing funds as agreed; 4. Party B has is entitled to request Party C to cancel the right to conduct promotional activities within its appointed regioncorresponding guarantee upon the repayment of principal as agreed, provided that large-scale promotional activities can be conducted only as permitted by and coordinated with Party A.A shall actively coordinate and assist in such cancellation; 5. Party B has is obliged to pay interest and repay principal as agreed; 6. Party B is obliged to actively cooperate with Party A in conducting due diligence and ensure the right to plan out the development proper and legal use of the “Jinduren” network within its appointed regionfunds and the truth and validity of information; 7. Party B is obliged to actively cooperate with Party A and Party C in the post-loan management and provide corresponding information; 8. Party B is obliged to pay the intermediary service fees as agreed; 9. Other obligations that Party B shall assume as a borrower. (III) Party C’s rights and obligations 1. As the representative of investors, Party C is entitled to request Party B to pay interest and repay the principal as agreed; 2. As the representative of investors, Party C is entitled to sign loan contract with Party B, complete the mortgage registration and execute other relevant documents on behalf of all investors. 3. In case Party B fails to perform the repayment obligation as agreed, Party C is entitled to file a lawsuit as the representative of the investors in the People’s Court at the place where the Agreement is signed, including but not limited to filing, acknowledging, changing, withdrawing, waiving claims or counterclaims, putting to the proof, attending cross-examination and trial debate, participating in mediation, reconciliation, and to strategizereceiving documents and objects of the litigation on behalf of corresponding investors; 4. Other rights shall be enjoyed by Party C or investors represented by Party C; 5. Party C shall neither dispose of the collateral (pledge), organize and devise promotional activities accordinglynor create other mortgages, pledges on the collateral or lease the collateral. 6. In accordance with the event of any delay in the payment of any expenses by Party A’s sales policyB, Party B shall have C may pay such expenses to protect the obligation to provide such sales reports interests of investors and market feedback information as required by Party A, coordinate with Party A to complete market research, and provide Party A with competitor information and fashion trend data. 7. All business transactions between Party B and a third party are independent of Party A. Under no circumstance shall In such case, Party B have the right C is entitled to enter into any obligation on behalf of recover such expenses from Party A. 8. Party B shall undertake any expense incurred in the course of its business operations, including tax, city inspection fee, lease and insurance. 9. Party B shall provide relevant invoices and receipts before the 5th day of each month in order to verify its accounts with Party A. 10. Party B shall provide its gross sales report to Party A by facsimile or mail to Party A’s headquarters on the 5th day of each month. 11. Party B shall be equipped with computerized management system.B.