1.1

Assisting the Company in planning and executing future development plans to promote the company's long-term growth and create value for shareholders.

1.2

Assisting the Company in identifying potential mergers and acquisition targets, working together with the company to map out strategic planning through M&A growth.

1.3

Planning, budgeting, and forecasting: Helping the Company to align PB&F processes across the Company for better collaboration.

1.4

Operational planning: Working with the Company to eliminate information silos in operations and finance by implementing an iterative and collaborative process

1.5

Collaborating with the Company's internal and external professional teams to strengthen corporate governance and ensure the company's operations and development comply with U.S. public company laws and regulations;

1.6

Assisting the Company in enhancing professional investment institutions' and other potential investors' recognition of the company's value, and increasing the attention and recognition from institutional investors and others toward the company.

1.7

Assisting the Company in raising capital from investors located in Hong Kong.

3.1

Party A shall provide Party B with truthful, accurate, timely, and effective necessary information and materials. Party A guarantees that there are no material misstatements, omissions, or misleading information in the documents and information provided to Party B related to this agreement.

3.2

Party A shall, upon Party B's request, provide information, personnel, and other relevant cooperation during the financing process.

3.3

Party A shall pay remuneration to Party B (or have it paid by a designated payor) in accordance with the terms of this agreement.

3.4

During the term of this agreement, Party A shall not directly negotiate with or enter into a financing agreement with investors introduced by Party B without Party B's knowledge and written consent. If such a situation occurs, it will be deemed that Party B has facilitated the financing agreement between Party A and the investors, and Party A shall pay Party B remuneration as stipulated in Article 5 of this agreement.

3.5

Party A has the right to negotiate with and enter into financing agreements with investors not introduced by Party B, but must inform Party B in advance.

3.6

Without the written consent of Party B, Party A shall not disclose Party B's trade secrets obtained during the cooperation process.

3.7

When Party B recommends investors to Party A, Party A must confirm by signing and stamping the recommendation letter.

4.1

Party B shall assist in market research, industry surveys, and competitive market analysis according to Party A's overall strategic plan, providing a basis for Party A's decision-making.

4.2

Party B shall assist Party A in conducting due diligence on potential acquisition targets, and design transaction structures, acquisition plans, and acquisition financing plans based on the characteristics of the projects.

4.3

Party B shall assist Party A in post-acquisition integration work to achieve synergies from the acquisitions. Party B shall recommend excellent intermediaries to Party A, including brokers, law firms, accounting firms, and asset appraisal institutions.

4.4

Party B shall, based on professional judgment, proactively select various channels to introduce Party A to suitable investors.

4.5

Party B shall undertake confidentiality obligations and sign a "Confidentiality Undertaking." Party B shall not maliciously use or disclose any of Party A's trade secrets obtained during the cooperation to third parties, except with Party A's written consent or as required by government or judicial authorities.

4.6

Party B commits not to accept any hostile business engagements against Party A and will make every effort to protect Party A's interests.

4.7

Party B shall provide the following financing services to Party A:

4.7.1

Assist Party A in drafting relevant financing materials for potential investors' reference;

4.7.2

Send financing materials to potential investors, follow up in real-time, and coordinate communication and negotiations between Party A and potential investors;

4.7.3

Accompany Party A's representatives to roadshows and assist in signing letters of intent with interested investment institutions;

4.7.4

Actively assist Party A in finalizing investment agreements with investors who have signed letters of intent;

4.7.5

Other necessary services as agreed upon in writing by both Party A and Party B.

5.1

During the term of the consultancy agreement, the Company has the right to request the Consultant to provide services within reasonable working hours. However, the Consultant is not providing exclusive services to the Company and is entitled to offer corresponding services to other companies and individuals. If the Consultant provides services to other individuals or entities that present a potential business conflict or contradiction with this agreement, the Consultant must promptly notify the Company in writing. Upon receiving such notification, the Company has the right to decide whether to continue with this consultancy agreement. If the Company does not raise any objections within seven days of receiving the notice, it shall be deemed that the Company permits the Consultant to engage in other business activities and consents to the Consultant providing services to other companies.

6.1

The Consultant shall bear the costs of personnel, travel, accommodation, and meals incurred during the performance of due diligence and coordination of financing activities as required under this agreement. If the Company requests the Consultant's assistance for any specific activities, the Company shall reimburse the Consultant for travel, accommodation, and meal expenses.

9.1

The Consultant and its affiliates shall keep the contents of this agreement and any business secrets of the Company obtained during the service strictly confidential. Without prior written consent from the Company, the Consultant shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Company to any third party.

9.2

The Company shall keep confidential the contents of this agreement, as well as any written reports, opinions, and non-written planning and consulting services provided by the Consultant. Without prior written consent from the Consultant, the Company shall not provide or disclose the contents of this agreement or any materials and documents submitted by the Consultant to any third party.

9.3

The confidentiality obligations set forth above shall remain in effect for three years after the expiration, termination, or cancellation of this agreement.

9.4

The confidentiality obligations do not apply to the following information:

9.4.1

Information in the public domain;

9.4.2

Information that becomes public knowledge without the fault of the party under confidentiality obligations;

9.4.3

Information obtained from sources other than the party under confidentiality obligations, where such sources are not subject to confidentiality obligations;

9.4.4

Information disclosed as required by law, court order, or other governmental authority.

13.1

Any matters not covered by this agreement may be determined by both parties through mutual consultation and the signing of a supplementary agreement or confirmation letter. In case of any inconsistency between the supplementary agreement or confirmation letter and this agreement, the terms of the supplementary agreement or confirmation letter shall prevail.

13.2

This agreement may be amended, rescinded, or terminated by mutual agreement of both parties.

14.1

This agreement is executed in two copies, with each party holding one copy, and both copies have equal legal effect.

14.2

This agreement shall come into effect from the date on which it is signed or stamped by the legal representatives of both parties and affixed with their respective official seals. This agreement may be signed electronically and is deemed as valid as a physical signature, carrying legal binding force.

14.3

This agreement supersedes any prior oral agreements, understandings, or memoranda of understanding reached by the parties concerning the entrusted matters.

14.4

If any provision of this agreement is found to be invalid due to non-compliance with laws and regulations, it shall not affect the validity of the remaining provisions. The parties may renegotiate and reach new provisions that comply with legal and regulatory requirements in accordance with the intent of the agreement.

14.5

The failure of a party to exercise any rights under this agreement should not be construed as a waiver of those rights, nor should it limit the future exercise of such rights.

14.6

The "Confidentiality Undertaking" signed as part of the performance of this agreement is an integral part of this agreement and has the same legal effect as this agreement.

1.

Party B hereby appoints Party A as Party B's business cooperation and technical services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement. Such services may include all necessary services within the scope of the Principal Business of Party B as may be determined from time to time by Party A, including but not limited to:

2.

Party B shall provide appropriate collaboration to Party A for it to complete the above assignments, including but not limited to providing the relevant data and necessary technical requirements and description.

3.

Unless the Parties agree otherwise in writing, Party A shall be the sole and exclusive owner of all rights and interest to any and all intellectual property rights arising from the performance of this Agreement, including without limitation any copyrights, patents, know-how, trade secrets and otherwise, irrespective of whether developed by Party A or Party B. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. The Parties agree that this Section shall survive any changes to, or rescission or termination of, this Agreement.

1

For the purpose of this Agreement, Confidential Information includes, but not limited to, the technical information, materials, program, drawing, data, parameter, standard, software, computer program, web design in connection with the development, design, research, produce and maintenance of technology disclosed by one Party to the other Party; any contracts, agreement, memo, annexes, draft or record (including this Agreement) entered into by the Parties for the purpose of this Agreement; and any information designated to be proprietary or confidential when it is disclosed by one Party to the other Party. Upon termination or expiration of this Agreement, Party B shall, return all and any documents, materials or software contained any of such Confidential Information to Party A or destroy it, delete all of such Confidential Information from memory devices, and cease to use them.

2

Neither Party shall disclose any Confidential Information to any third party in any way without the other Party’s prior written consent.

3

The Parties may disclose Confidential Information solely to its employees, agents or consultant who must know such information, subject to such employees, agents or consultant being bound by confidentiality obligations at least as restrictive as this Section 3.

4

Notwithstanding the foregoing, Confidential Information shall not be deemed to include the following information:

5

Any Party breaching confidentiality obligations under this Section shall indemnity all losses of the other Party.

1.

Parties agree and confirm that, if either Party (the “Defaulting Party”) is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non-defaulting Party to request the Defaulting Party to rectify or remedy such Default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such Default within the reasonable period of time or within 30 days of non-defaulting Party’s written notice requesting for such rectification or remedy, then the non-defaulting Party shall be entitled to elect any one of the following remedial actions: (a) to terminate this Agreement and request the Defaulting Party to fully compensate its losses and damages; (b) to request the specific performance by the Defaulting Party of its obligations hereunder and request the Defaulting Party to fully compensate non-defaulting Party’s losses and damages.

2.

No waiver of rights in respect of any default hereunder shall be valid unless it was made in writing. Any failure to exercise or delay in exercising any rights or remedy by any Party under this Agreement shall not be deemed as a waiver of such Party. Any partial exercise of any right or remedy shall not affect the exercise of any other rights and remedies.

3.

Party B shall fully compensate Party A for its losses that are caused by or may be caused by Party A’s act of supplying service, including but not limited to any losses caused by legal suits, recovery, arbitration, claims and administrative investigation and penalties with the exceptions of the losses caused by Party A’s intentional misconduct or gross negligence.

4.

The validity of this Section shall not be affect by the termination or rescission of this Agreement.

1.

In this Agreement, “Force Majeure” will mean war, earthquake and other events which are unforeseen, inevitable and beyond the control of the Party.

2.

If the Force Majeure causes any one party to the Agreement the impossibility to further perform this Agreement, the Parties agree that the suffering party will waive any liability to the other party for any loss that result from any such Force Majeure, provided that the suffering party shall continue to perform this Agreement after the Force Majeure.

1.

The term of this agreement shall be one (1) year, commencing from the date on which this agreement is executed.

2.

Any amendment of this Agreement shall come into force only after a written agreement is signed by both Parties. Otherwise any amendment to this Agreement shall not be binding on the Parties.

3.

If any Party fails to perform this Agreement within the period of time stipulated in this Agreement and refuses to rectify or remedy such default within 30 days of the other Party’s written notice, then the other Party shall be entitled to terminate this Agreement upon notice and request such Party to fully compensate its losses and damages. The termination notice shall come into force upon the notice is sent.

4.

During the term of this Agreement, if any Party enters into liquidation process (either voluntary or compulsory), or is prohibited to conduct business by the governmental authority, the other Party shall be entitled to terminate this Agreement after giving notice. The termination notice shall come into force upon the notice is sent.

5.

The amendment and termination of this Agreement shall not affect the exercise of any other remedies under this Agreement. Except when it may be exempted from liability according to law, the Party that is held responsible shall compensate the other Party for all losses and damages thus caused by such amendment or termination.

1.

Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.

2.

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

1.

The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution shall be governed by the laws of the Hong Kong Special Administrative Region of the People's Republic of China.

2.

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to arbitration, in accordance with its Arbitration Rules of Hong Kong Special Administrative Region of the People's Republic of China.

1.

This Agreement shall become effective upon and from the date on which it is signed by the authorized representative and seal of each Party.

2.

In the event that there is any insufficient provision under the Agreement, the Parties may sign supplemental agreement. The supplementary agreements shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

3.

The clauses in connection with confidentiality obligations, disputes resolution and default responsibilities shall survive rescission or termination of this Agreement.