Item 1.01. Entry into
a Material Definitive Agreement.
Entry into VIE Agreements
On October 17, 2022,
Shenzhen Baiyu Jucheng Data Technology Co., Ltd., a wholly owned subsidiary of the Company (“Shenzhen Baiyu Jucheng”),
entered into a set of variable interest entity agreements (the “VIE Agreements”) with Shenzhen Tongdow Internet Technology
Co., Ltd. (“Tongdow Internet Technology”) and Shanghai Zhuotaitong Industry Co., Ltd. (the “Shanghai Zhuotaitong”),
the sole shareholder of Tongdow Internet Technology. Pursuant to the terms of the VIE Agreements, Shenzhen Baiyu Jucheng agreed to pay
to the Shanghai Zhuotaitong a total of RMB650 million in exchange for 65% of the equity interest of Tongdow Internet Technology. The purpose
of the VIE Agreements is to give Shenzhen Baiyu Jucheng effective control over Tongdow Internet Technology’s management and operations.
Each of the VIE Agreements
is briefly described below:
Exclusive Business
Cooperation Agreement
Pursuant to an exclusive
business cooperation agreement by and between Shenzhen Baiyu Jucheng and Tongdow Internet Technology, Shenzhen Baiyu Jucheng agrees to
provide Tongdow Internet Technology with complete customer support, business support and related supply chain management services during
the term of the agreement and Tongdow Internet Technology agrees not to engage any other party for the same or similar consultation and/or
management services without Shenzhen Baiyu Jucheng’s prior consent. Tongdow Internet Technology agrees to pay Shenzhen Baiyu Jucheng
service fees substantially equal to all of its net income, subject to any requirement by PRC law and its articles of association. The
term of the exclusive business cooperation agreement is 10 years. Shenzhen Baiyu Jucheng may terminate the agreement at any time with
a 30-day advance written notice to Tongdow Internet Technology.
Share Pledge Agreement
Shenzhen
Baiyu Jucheng, Tongdow Internet Technology and Shanghai Zhuotaitong entered into a share pledge agreement,
pursuant to which Shanghai Zhuotaitong pledged all of its equity interest in Tongdow Internet Technology
to Shenzhen Baiyu Jucheng in order to guarantee the performance of Tongdow Internet Technology’s obligations under the exclusive
business cooperation agreement between Shenzhen Baiyu Jucheng and Tongdow Internet Technology. During the term of the pledge, Shenzhen
Baiyu Jucheng is entitled to any and all dividends declared on the pledged equity interest of Tongdow Internet Technology. The share pledge
agreement terminates upon full payment of consulting and service fees and termination of Tongdow Internet Technology’s contractual
obligations under the exclusive business cooperation agreement between Shenzhen Baiyu Jucheng and Tongdow Internet Technology.
Exclusive Option Agreement
Pursuant
to an exclusive option agreement by and among Shenzhen Baiyu Jucheng, Tongdow Internet Technology and Shanghai Zhuotaitong,
Shanghai Zhuotaitong has irrevocably granted Shenzhen Baiyu Jucheng an exclusive option to purchase
at any time, in part or in whole, their equity interests in Tongdow Internet Technology for a purchase price equal to the capital paid
by Shanghai Zhuotaitong, pro-rated for purchases of less than all their equity interests. The exclusive
option agreement has a term of 10 years and can be renewed by Shenzhen Baiyu Jucheng at its discretion.
Powers of Attorney
The sole shareholder
of Tongdow Internet Technology has entered into a power of attorney pursuant to which it has irrevocably authorized Shenzhen Baiyu Jucheng
to act on its behalf as the exclusive agent and attorney with respect to all rights as a shareholder, including but not limited to: (a)
convening, attending and presiding over shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting,
that shareholders are entitled to under PRC law and the Articles of Association of Tongdow Internet Technology, including but not limited
to the sale, transfer, pledge or disposition of the equity interests of Tongdow Internet Technology owned by such shareholder in part
or in whole; (c) designating and appointing on behalf of the shareholders the legal representative, executive director, supervisor, chief
executive officer and other senior management members of Tongdow Internet Technology; (d) signing and executing all legal documents related
to the shareholder’s rights; and (e) receiving the dividends paid by Tongdow Internet Technology to its shareholder. The power of
attorney shall be irrevocable and continuously valid from the date of execution of the power of attorney, so long as the respective shareholder
remains to be a shareholder of Tongdow Internet Technology.
Timely Reporting Agreement
Shenzhen Baiyu Jucheng
and Tongdow Internet Technology have entered into a timely reporting agreement pursuant to which Tongdow Internet Technology agrees to
make its officers and directors available to us and promptly provide all information required by Shenzhen Baiyu Jucheng so that it can
make necessary SEC and other regulatory reports in a timely fashion.
The foregoing description
of the VIE Agreements do not purport to be complete and is qualified in their entirety by reference to the complete text of the VIE Agreements,
which are filed hereto as Exhibits 10.1 to 10.5.