Debt Assignment and Offset Agreement

Exhibit 4.35

THE SYMBOL “[    ]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL

Debt Assignment and Offset Agreement

This Debt Assignment and Offset Agreement (the “Agreement”) is entered into on August 20, 2019 in Beijing, by and among Xxx Xxxxxx (Passport No.: [                    ]) (the “Transferor”), and Xxxx Xxxxx (PRC Identification number: [                    ]) (the “Transferee”), and Yeelion Online Network Technology (Beijing) Co., Ltd. (the “WFOE”).

Whereas, Xxx Xxxxxx and Xxxx Xxxxx entered into a share transfer Agreement on August 20, 2019 (the “Share Transfer Agreement”), pursuant to which the Transferor shall transfer 23.02% equity interests held by him of Beijing Kuwo Technology Co., Ltd. (the “VIE Company”) (the “Target Equity”, which equals to RMB 6,000,000 of the registered capital of the VIE Company) to the Transferee. Pursuant to the Share Transfer Agreement, the consideration of the Target Equity is RMB 6,000,000 (the “Transfer Price”).

Whereas, the Transferor and Shi Lixue entered into a Loan Agreement with the WFOE on July 12, 2016 ( the “Loan Agreement”), pursuant to which the WFOE lent RMB 6,000,000 (the “Loan”) to the Transferor.

In view of above, the parties agree as follows:

1. The Transferor agrees to transfer its obligation to pay the Loan (including relevant interests) to the Transferee and the Transferee agrees to inherit the obligation to pay the Loan (including relevant interests). As the consideration that the Transferee agrees to inherit the obligation to pay the Loan (including relevant interests), the portion of the Transfer Price equal to the Loan (including relevant interests) that the Transferee shall pay to the Transferor, shall be deemed paid. When this Agreement comes into effect, the Transferee shall replace the Transferor and become the borrower under the Loan Agreement and the Transferee shall pay the Loan (including relevant interests) pursuant to the Loan Agreement and fulfill other obligations thereunder.

2. The WFOE, as the creditor of the Loan, agrees the assignment of the debt under Article 1 hereof.

3. This agreement shall come into force automatically upon the effective date of the Share Transfer Agreement.

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Xxx Xxxxxx		Xxxx Xxxxx
Signed: /s/ Xxx Xxxxxx		Signed: /s/ Xxxx Xxxxx
Yeelion Online Network Technology (Beijing) Co., Ltd.
/s/ Seal of Yeelion Online Network Technology (Beijing) Co., Ltd.