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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
8-K

 

CURRENT
REPORT

Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date
of Report (Date of Earliest Event Reported): August 28, 2020

 

TD
Holdings, Inc.

(Exact
name of registrant as specified in its charter)

 

Delaware   001-36055   45-4077653
(State
or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS
Employer
Identification No.)

 

25th
Floor, Block C, Tairan Building

No.
31 Tairan 8th Road, Futian District

Shenzhen,
Guangdong, PRC 518000

(Address
of Principal Executive Offices)

 

+86
(0755) 88898711

(Issuer’s
telephone number)

 

(Former
name or former address, if changed since last report)

 

Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant
under any of the following provisions:

 

Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ☐

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities
registered pursuant to Section 12(b) of the Act:

 

Title
of each class
  Trading
Symbol(s)
  Name
of each exchange on which registered
Common
Stock, par value $0.001
  GLG   Nasdaq
Capital Market

 

 

 

Item
1.01. Entry into a Material Definitive Agreement.

 

On
August 28, 2020, TD Holdings, Inc. (the “Company”) entered into certain share purchase agreement (the “Disposition
SPA
”) by and among Vision Loyal Limited (the “Purchaser”), HC High Summit Limited (the “Subsidiary”)
and HC High Summit Holding Limited (the “Seller”). Pursuant to the Disposition SPA, the Purchaser agreed to
purchase the Subsidiary,in exchange for nominal consideration of $1.00 (the “Purchase Price”) based on a valuation
report (the “Report”) presented by Beijing North Asia Asset Assessment Firm to the Company’s board of
directors (the “Board”). The Board approved the transaction contemplated by the Disposition SPA (the “Disposition”).
The Disposition closed on August 28, 2020 when all closing conditions were satisfied, including the payment of the Purchase Price,
the receipt of the Report, and all consents required to be obtained from or made with any governmental authorities.

Upon
the closing of the Disposition, the Purchaser became the sole shareholder of the Subsidiary and as a result, assumed all assets
and liabilities of all the subsidiaries and variable interest entities owned or controlled by the Subsidiary.

 

The
above description of the terms of the Disposition SPA is qualified in its entirety by reference to the complete text of the Disposition
SPA which is attached hereto as Exhibit 10.1.

 

 

Below
is the Company’s organizational structure chart prior to the consummation of the Disposition.

 

 

 

 

Below
is the Company’s organizational structure chart after the consummation of the Disposition.

 

 

Item
9.01 Financial Statement and Exhibits
  

 

(d)
Exhibits

 

 

 

SIGNATURES

 

Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

 

  TD
HOLDINGS, INC.
     
Date:
August 28, 2020
By: /s/
Renmei Ouyang
  Name:   Renmei
Ouyang
  Title: Chief
Executive Officer

 

 

4

 

 

Exhibit 10.1

 

SHARE PURCHASE AGREEMENT

 

This Share Purchase
Agreement (this “Agreement”) is made and entered into as of August 28, 2020 by and between Vision Loyal
Limited (the “Purchaser”), a Hong Kong company, HC High Summit Limited, a Hong Kong company (the “Subsidiary”),
HC High Summit Holding Limited, a British Virgin Islands exempt company (the “Seller”) and TD Holdings,
Inc. (the “Company”), a Delaware corporation. The Purchaser, the Subsidiary, the Seller and the
Company are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.

 

RECITALS:

 

WHEREAS, the
Company owns 100% of the issued and outstanding shares of the Seller, and the Seller owns 100% of the issued and outstanding shares
of the Subsidiary;

 

WHEREAS, the
Subsidiary owns 100% of the issued and outstanding shares of Hao Limo Technology (Beijing) Co. Ltd., a People’s Republic
of China (“PRC”) company (“Hao Limo”);

 

WHEREAS, Hao
Limo controls Beijing Tianxing Kunlun Technology Co., Ltd, a PRC company (“Beijing Tianxing”), through
a series of contractual arrangements, as a result of which, the assets and liabilities of Beijing Tianxing are treated as assets
and liabilities of Hao Limo;

 

WHEREAS, Beijing
Tianxing owns 60% of the issued and outstanding shares of Beijing Blue Light Super Car Technology Co., Ltd., a PRC company (“Beijing
Light Super Car
”), 20% of the issued and outstanding shares of Hangzhou Yihe Network Technology Co., Ltd., a PRC
company (“Hangzhou Yihe”), and 100% of the issued and outstanding shares of six (6) PRC companies, including
Beijing Tianrenshijia Apparel Co., Ltd., Beijing Blue Light Marching Technology Co., Ltd., Beijing Eighty Weili Technology Co.,
Ltd., Beijing Bat Riding Technology Co., Ltd., Beijing Blue Light Riding Technology Co., Ltd., and Car Master (Beijing) Information
Consulting Co., Ltd.;

 

WHEREAS, the
Seller desires to sell and transfer to the Purchaser, and the Purchaser desire to purchase from the Seller, all of the Purchased
Shares (as hereinafter defined) in exchange for nominal consideration of US$1.00 (the “Purchase Price”)
consisting of immediately available cash, subject to the terms and conditions set forth herein (the “Transaction”);

  

 

NOW, THEREFORE,
in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the
representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the
Parties hereto agree as follows:

 

ARTICLE
I
THE SHARE PURCHASE

 

1.1 Purchase
and Sale of Shares
. At the Closing (as hereinafter defined) and subject to and upon the terms and conditions of this Agreement,
the Seller shall sell, transfer, convey, assign and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept
from the Seller, all of the issued and outstanding shares of the Subsidiary (collectively, the “Purchased Shares”),
free and clear of all Liens (other than potential restrictions on resale under applicable securities Laws).

  

1.2 Consideration.
At the Closing and subject to and upon the terms and conditions of this Agreement, the Purchaser shall deliver to the Seller the
Purchase Price with immediately available cash in US Dollars, Hong Kong Dollars or RMB via wire transfer to bank account designated
by Seller. 

 

1.3 Seller’s
Consent
. The Company, as the sole shareholder of the Seller, and the Seller, as the sole shareholder of the Subsidiary, each
hereby approve, authorize and consent to the execution and delivery of this Agreement and the Ancillary Documents, the performance
by the Subsidiary of its obligations hereunder and thereunder and the consummation by the Subsidiary of the transactions contemplated
hereby and thereby. Seller acknowledges and agrees that the consent set forth herein is intended and shall constitute such consent
of the Seller as may be required (and shall, if applicable, operate as a written shareholder resolution of the Subsidiary) pursuant
to the Subsidiary’s Charters, any other agreement in respect of the Subsidiary to which the Seller is a party and all applicable
Laws.

 

ARTICLE
II
CLOSING

 

2.1 Closing.
Subject to the satisfaction or waiver of the conditions set forth in Article III, the consummation of the transactions
contemplated by this Agreement (the “Closing”) shall take place at the offices of Hunter Taubman Fischer
& Li LLC, 800 Third Avenue, Suite 2800, New York, NY 10023, on the first (1st) Business Day after all the closing
conditions to this Agreement have been satisfied or waived at 10:00 a.m. local time, or at such other date, time or place as the
Purchaser and the Company may agree (the date and time at which the Closing is actually held being the “Closing Date”).

 

 

ARTICLE
III
CLOSING CONDITIONS

 

3.1 Conditions
to Each Party’s Obligations
. The obligations of each Party to consummate the transactions described herein shall be subject
to the satisfaction or written waiver (where permissible) by the Seller and the Purchaser of the following conditions:

 

(a) Requisite
Regulatory Approvals
. All Consents required to be obtained from or made with any Governmental Authority in order to consummate
the transactions contemplated by this Agreement shall have been obtained or made.

 

(b) No
Law
. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary
or permanent) or Order that is then in effect and which has the effect of making the transactions or agreements contemplated by
this Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by this Agreement.

 

(c) No
Litigation
. There shall not be any pending Action brought by a third-party non-Affiliate to enjoin or otherwise restrict the
consummation of the Closing.

 

3.2 Conditions
to Obligations of the Seller
. In addition to the conditions specified in Section 3.1, the obligations of the Seller
to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the Seller)
of the following conditions:

 

(a) Payment
of Purchase Price
. At the Closing, the Purchaser shall deliver to Seller the Purchase Price by wire transfer or by check to
the Seller in RMB, HK dollars or USD to a bank account designed by Seller.

 

(b) Valuation
Report.
 The Company’s board of directors shall have received a valuation report from Beijing North Asia Asset Assessment
Firm (or such other appraisal firm as approved by the Company’s board of directors).

 

3.3 Conditions
to Obligations of the Purchaser
. In addition to the conditions specified in Section 3.1, the obligations of the
Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction or written waiver (by the
Purchaser) of the following conditions:

 

(a) Share
Certificates and Transfer Instruments
. The Purchaser shall have received from Seller certificates representing the Purchased
Shares (or duly executed affidavits of lost stock certificates in form and substance reasonably acceptable to the Purchaser), together
with executed instruments of transfer in respect of the Purchased Shares in favor of the Purchaser (or its nominee) and in form
reasonably acceptable for transfer on the books of the Subsidiary.

 

 

(b) Change of
Directors.
The Purchaser shall have received from the Seller all the necessary documents to effectuate change of directors
of the Subsidiary to individuals designated by the Purchaser.

 

(c) Transfer of Bank
of Account
. The Subsidiary shall have delivered all the documents, seals, chops and other instruments necessary to change signatories
to all the bank accounts owned by and/or controlled by the Subsidiary to individuals designated by the Purchaser.

 

3.4 Frustration
of Conditions
. Notwithstanding anything contained herein to the contrary, no Party may rely on the failure of any condition
set forth in this Article III to be satisfied if such failure was caused by such the failure of such Party or
its Affiliates to comply with or perform any of its covenants or obligations set forth in this Agreement.

 

ARTICLE
IV
PURCHASER’S REPRESENTATIONS AND WARRANTIES

 

The Purchaser hereby
represents and warrants to the Seller as follows:

  

4.1 Authorization;
Binding Agreement
. The Purchaser has all requisite authority to execute and deliver this Agreement, to perform its obligations
hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation
of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate proceedings,
other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this Agreement or
to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and validly executed
and delivered by the Purchaser, assuming the due authorization, execution and delivery of this Agreement by the other parties hereto,
and constitutes, or when delivered shall constitute, the valid and binding obligation of the Purchaser, enforceable against the
Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy,
insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’
rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that
equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which
such relief may be sought (collectively, the “Enforceability Exceptions”).

 

 

4.2 Governmental
Approvals
. No Consent of or with any Governmental Authority, on the part of the Purchaser is required to be obtained or made
in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated
hereby, other than (a) such filings as may be required in any jurisdiction in which such Party is qualified or authorized to do
business as a foreign corporation in order to maintain such qualification or authorization, (b) such filings as contemplated by
this Agreement, (c) any filings required by NASDAQ with respect to the transactions contemplated by this Agreement, or (d) applicable
requirements, if any, of the Securities Act of 1933, as amended (the “Securities Act”), the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and/ or any state “blue sky” securities
laws, and the rules and regulations thereunder.

 

4.3 Non-Contravention.
The execution and delivery by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby, and
compliance with any of the provisions hereof, will not (a) conflict with or violate any provision of the Organizational Documents
of such Party (if any), (b) conflict with or violate any Law, Order or Consent applicable to such Party or any of its properties
or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which, with notice
or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension, cancellation
or modification of, (iv) accelerate the performance required by such Party under, (v) result in a right of termination or acceleration
under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation of any Lien
upon any of the properties or assets of such Party under, (viii) give rise to any obligation to obtain any third party consent
or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim a rebate,
chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify any right,
benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of such Party.

 

ARTICLE
V

SUBSIDIARY’S
REPRESENTATIONS AND WARRANTIES

 

The Subsidiary hereby
represents and warrants to the Purchaser as follows:

 

5.1 Due
Organization and Good Standing
. The Subsidiary is a business company duly incorporated, validly existing and in good standing
under its respective jurisdiction.

 

 

5.2 Authorization;
Binding Agreement
. The Subsidiary has all requisite corporate power and authority to execute and deliver this Agreement, to
perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate
proceedings, other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this
Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and
validly executed and delivered by the Subsidiary, assuming the due authorization, execution and delivery of this Agreement by the
other parties hereto, and constitutes, or when delivered shall constitute, the valid and binding obligation of the Subsidiary,
enforceable against the Subsidiary in accordance with its terms, except to the extent that enforceability thereof may be limited
by the Enforceability Exceptions.

 

5.3 Non-Contravention.
The execution and delivery by the Subsidiary of this Agreement and the consummation of the transactions contemplated hereby, and
compliance with any of the provisions hereof, will not (a) conflict with or violate any provision of the Organizational Documents
of the Subsidiary (if any), (b) conflict with or violate any Law, Order or Consent applicable to the Subsidiary or any of
its properties or assets, or (c) (i) violate, conflict with or result in a breach of, (ii) constitute a default (or an event which,
with notice or lapse of time or both, would constitute a default) under, (iii) result in the termination, withdrawal, suspension,
cancellation or modification of, (iv) accelerate the performance required by the Seller under, (v) result in a right of termination
or acceleration under, (vi) give rise to any obligation to make payments or provide compensation under, (vii) result in the creation
of any Lien upon any of the properties or assets of the Subsidiary, (viii) give rise to any obligation to obtain any third party
consent or provide any notice to any Person or (ix) give any Person the right to declare a default, exercise any remedy, claim
a rebate, chargeback, penalty or change in delivery schedule, accelerate the maturity or performance, cancel, terminate or modify
any right, benefit, obligation or other term under, any of the terms, conditions or provisions of, any material contract of the
Subsidiary.

 

ARTICLE
VI

SELLER’S
REPRESENTATIONS AND WARRANTIES

 

The Seller hereby represents
and warrants to the Purchaser as follows:

 

6.1 Due
Organization and Good Standing
. The Seller is a business company duly incorporated, validly existing and in good standing under
its respective jurisdiction.

 

 

6.2 Authorization;
Binding Agreement
. The Seller has all requisite corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby (a) have been duly and validly authorized and (b) no other corporate
proceedings, other than as set forth elsewhere in the Agreement, are necessary to authorize the execution and delivery of this
Agreement or to consummate the transactions contemplated hereby. This Agreement has been, and shall be when delivered, duly and
validly executed and delivered by the Seller, assuming the due authorization, execution and delivery of this Agreement by the other
parties hereto, and constitutes, or when delivered shall constitute, the valid and binding obligation of the Seller, enforceable
against the Seller in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability
Exceptions.

 

6.3 Governmental
Approvals
. No Consent of or with any Governmental Authority, on the part of the Seller are required to be obtained or made
in connection with the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated
hereby and thereby, other than (a) such filings as may be required in any jurisdiction in which the Seller is qualified or authorized
to do business as a foreign corporation in order to maintain such qualification or authorization, (b) such filings to be made by
the Company as contemplated by this Agreement, (c) any filings to be made by the Company required by NASDAQ with respect to the
transactions contemplated by this Agreement, or (d) applicable requirements, if any, of the Securities Act, the Exchange Act and/
or any state “blue sky” securities laws, and the rules and regulations thereunder.

 

 

ARTICLE
VII
TERMINATION AND EXPENSES

 

7.1 Termination.
This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing as
follows:

 

(a) by
mutual written consent of the Purchaser and the Seller; or

 

(b) by
written notice by either the Purchaser or the Seller if a Governmental Authority of competent jurisdiction shall have issued an
Order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this
Agreement, and such Order or other action has become final and non-appealable; providedhowever, that
the right to terminate this Agreement pursuant to this Section 7.1(b) shall not be available to a Party if the
failure by such Party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially
resulted in, such action by such Governmental Authority.

 

 

7.2 Effect
of Termination
. This Agreement may only be terminated in the circumstances described in Section 7.1 and pursuant
to a written notice delivered by the applicable Party to the other applicable Parties, which sets forth the basis for such termination,
including the provision of Section 7.1 under which such termination is made. In the event of the valid termination
of this Agreement pursuant to Section 7.1, this Agreement shall forthwith become void, and there shall be no Liability
on the part of any Party or any of their respective Representatives, and all rights and obligations of each Party shall cease,
and nothing herein shall relieve any Party from Liability for any willful breach of any representation, warranty, covenant or obligation
under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement. Without limiting
the foregoing, and except as provided in this Article VII, the Parties’ sole right prior to the Closing with
respect to any breach of any representation, warranty, covenant or other agreement contained in this Agreement by another Party
or with respect to the transactions contemplated by this Agreement shall be the right, if applicable, to terminate this Agreement
pursuant to Section 7.1.

 

7.3 Fees
and Expenses
. All Expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid
by the Party incurring such expenses. As used in this Agreement, “Expenses” shall include all out-of-pocket
expenses (including all fees and expenses of counsel, accountants, investment bankers, financial advisors, financing sources, experts
and consultants to a Party hereto or any of its Affiliates) incurred by a Party or on its behalf in connection with or related
to the authorization, preparation, negotiation, execution or performance of this Agreement or any Ancillary Document related hereto
and all other matters related to the consummation of this Agreement.

 

ARTICLE
VIII
RELEASES

 

8.1 Release
and Covenant Not to Sue
. Effective as of the Closing, to the fullest extent permitted by applicable Law, the Purchaser, on
behalf of itself and its Affiliates, respectively (the “Releasing Persons”), will release and discharge
the Seller from and against any and all Actions, obligations, agreements, debts and Liabilities whatsoever, whether known or unknown,
both at law and in equity, which such Releasing Person now has, has ever had or may hereafter have against the Seller arising on
or prior to the Closing Date or on account of or arising out of any matter occurring on or prior to the Closing Date, including
any rights to indemnification or reimbursement from Seller, whether pursuant to its Organizational Documents, Contract or otherwise,
and whether or not relating to claims pending on, or asserted after, the Closing Date. From and after the Closing, each Releasing
Person hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Action, or commencing or causing to
be commenced, any Action of any kind against the Seller or its Affiliates, based upon any matter purported to be released hereby.
Notwithstanding anything herein to the contrary, the releases and restrictions set forth herein shall not apply to any claims a
Releasing Person may have against any party pursuant to the terms and conditions of this Agreement or any Ancillary Document.

 

 

ARTICLE
IX
SURVIVAL AND INDEMNIFICATION

 

9.1 Survival.
All representations and warranties of the Purchaser contained in this Agreement (including all schedules and exhibits hereto and
all certificates, documents, instruments and undertakings furnished pursuant to this Agreement) shall survive the Closing through
and until the second (2nd) anniversary of the Closing Date; provided, however, that the representations and warranties
contained in Section 4.1 (Authorization; Binding Agreement) shall survive indefinitely. Additionally, Fraud Claims against
the Purchaser shall survive indefinitely. If written notice of a claim for breach of any representation or warranty has been given
before the applicable date when such representation or warranty no longer survives in accordance with this Section 9.1,
then the relevant representations and warranties shall survive as to such claim, until the claim has been finally resolved. All
covenants, obligations and agreements of the Purchaser contained in this Agreement (including all schedules and exhibits hereto
and all certificates, documents, instruments and undertakings furnished pursuant to this Agreement), including any indemnification
obligations, shall survive the Closing and continue until fully performed in accordance with their terms. For the avoidance of
doubt, a claim for indemnification under any subsection of Section 9.2 other than clauses (i) or (ii) thereof may be made
at any time.

 

9.2 Indemnification
by the Purchaser
. Subject to the terms and conditions of this Article IX, from and after the Closing, the Purchaser
and its respective successors and assigns (with respect to any claim made under this Section 9.2, the “Indemnifying
Parties
”) will jointly and severally indemnify, defend and hold harmless the Seller and its Affiliates and their
respective officers, directors, managers, employees, successors and permitted assigns (with respect to any claim made under this
Section 9.2, the “Indemnified Parties”) from and against any and all losses, Actions, Orders,
Liabilities, damages (including consequential damages), diminution in value, Taxes, interest, penalties, Liens, amounts paid in
settlement, costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’
fees and expenses), (any of the foregoing, a “Loss”) paid, suffered or incurred by, or imposed upon,
any Indemnified Party to the extent arising in whole or in part out of or resulting directly or indirectly from (whether or not
involving a Third Party Claim): (i) the breach of any representation or warranty made by the Purchaser set forth in this Agreement
or in any certificate delivered by the Purchaser pursuant to this Agreement; (ii) the breach of any covenant or agreement on the
part of the Purchaser set forth in this Agreement or in any certificate delivered by the Purchaser pursuant to this Agreement;
(iii) any Action by Person(s) who were holders of equity securities of the Seller, including options, warrants, convertible debt
or other convertible securities or other rights to acquire equity securities of the Seller, prior to the Closing arising out of
the sale, purchase, termination, cancellation, expiration, redemption or conversion of any such securities; or (iv) any Fraud Claims.

 

 

9.3 Limitations
and General Indemnification Provisions
.

 

(a) Solely
for purposes of determining the amount of Losses under this Article IX (and, for the avoidance of doubt, not for
purposes of determining whether there has been a breach giving rise to the indemnification claim), all of the representations,
warranties and covenants set forth in this Agreement (including the disclosure schedules hereto) or any Ancillary Document that
are qualified by materiality or words of similar import or effect will be deemed to have been made without any such qualification.

 

(b) No
investigation or knowledge by an Indemnified Party its Representatives of a breach of a representation, warranty, covenant or agreement
of an Indemnifying Party shall affect the representations, warranties, covenants and agreements of the Indemnifying Party or the
recourse available to the Indemnified Parties under any provision of this Agreement, including this Article IX, with
respect thereto.

 

(c) The
amount of any Losses suffered or incurred by any Indemnified Party shall be reduced by the amount of any insurance proceeds paid
to the Indemnified Party or any Affiliate thereof as a reimbursement with respect to such Losses (and no right of subrogation shall
accrue to any insurer hereunder, except to the extent that such waiver of subrogation would prejudice any applicable insurance
coverage), net of the costs of collection and the increases in insurance premiums resulting from such Loss or insurance payment.

 

9.4 Indemnification
Procedures
.

 

(a) In
order to make a claim for indemnification hereunder, the Seller must provide written notice (a “Claim Notice”)
of such claim to the Indemnifying Parties, which Claim Notice shall include (i) a reasonable description of the facts and circumstances
which relate to the subject matter of such indemnification claim to the extent then known and (ii) the amount of Losses suffered
by the Indemnified Party in connection with the claim to the extent known or reasonably estimable (provided, that the Seller may
thereafter in good faith adjust the amount of Losses with respect to the claim by providing a revised Claim Notice to Indemnifying
Parties).

 

 

(c) In
the case of any claim for indemnification under this Article IX arising from a claim of a third party (including
any Governmental Authority) (a “Third Party Claim”), the Seller must give a Claim Notice with respect
to such Third Party Claim to the Indemnifying Parties promptly (but in no event later than thirty (30) days) after the Indemnified
Party’s receipt of notice of such Third Party Claim; provided, that the failure to give such notice will not
relieve the Indemnifying Party of its indemnification obligations except to the extent that the defense of such Third Party Claim
is materially and irrevocably prejudiced by the failure to give such notice. The Indemnifying Parties will have the right to defend
and to direct the defense against any such Third Party Claim, at its expense and with counsel selected by Indemnifying Parties,
unless (i) the Indemnifying Parties fails to acknowledge fully to the Seller the obligations of the Indemnifying Parties to such
Indemnified Party within twenty (20) days after receiving notice of such Third Party Claim or contests, in whole or in part, its
indemnification obligations therefor or (ii) at any time while such Third Party Claim is pending, (A) there is a conflict of interest
between the Indemnifying Parties and the Seller in the conduct of such defense, (B) the applicable third party alleges a Fraud
Claim or (C) such claim is criminal in nature, could reasonably be expected to lead to criminal proceedings, or seeks an injunction
or other equitable relief against the Indemnified Parties. If the Indemnifying Parties elects, and is entitled, to compromise or
defend such Third Party Claim, it will within twenty (20) days (or sooner, if the nature of the Third Party Claim so requires)
notify the Seller of its intent to do so, and Indemnifying Parties and the Indemnified Party will, at the request and expense of
Indemnifying Parties, cooperate in the defense of such Third Party Claim. If Indemnifying Parties elects not to, or at any time
is not entitled under this Section 9.4 to, compromise or defend such Third Party Claim, fails to notify the Seller
of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the
Seller may pay, compromise or defend such Third Party Claim. Notwithstanding anything to the contrary contained herein, the Indemnifying
Parties will have no indemnification obligations with respect to any such Third Party Claim which is settled by the Indemnified
Party or the Seller without the prior written consent of Indemnifying Parties (which consent will not be unreasonably withheld,
delayed or conditioned); providedhowever, that notwithstanding the foregoing, the Indemnified Party will
not be required to refrain from paying any Third Party Claim which has matured by a final, non-appealable Order, nor will it be
required to refrain from paying any Third Party Claim where the delay in paying such claim would result in the foreclosure of a
Lien upon any of the property or assets then held by the Indemnified Party or where any delay in payment would cause the Indemnified
Party material economic loss. The Indemnifying Parties’ right to direct the defense will include the right to compromise
or enter into an agreement settling any Third Party Claim; provided, that no such compromise or settlement will obligate
the Indemnified Party to agree to any settlement that requires the taking or restriction of any action (including the payment of
money and competition restrictions) by the Indemnified Party other than the execution of a release for such Third Party Claim and/or
agreeing to be subject to customary confidentiality obligations in connection therewith, except with the prior written consent
of the Seller (such consent to be withheld, conditioned or delayed only for a good faith reason). Notwithstanding the Indemnifying
Parties’ right to compromise or settle in accordance with the immediately preceding sentence, Indemnifying Parties may not
settle or compromise any Third Party Claim over the objection of the Seller; provided, however, that consent by the Seller to settlement
or compromise will not be unreasonably withheld, delayed or conditioned. The Seller will have the right to participate in the defense
of any Third Party Claim with counsel selected by it subject to the Indemnifying Parties’ right to direct the defense.

 

 

(d) With
respect to any direct indemnification claim that is not a Third Party Claim, the Indemnifying Parties will have a period of thirty
(30) days after receipt of the Claim Notice to respond thereto. If Indemnifying Parties does not respond within such thirty (30)
days, Indemnifying Parties on behalf of Indemnifying Parties will be deemed to have accepted responsibility for the Losses set
forth in such Claim Notice subject to the limitations on indemnification set forth in this Article IX and will
have no further right to contest the validity of such Claim Notice. If Indemnifying Parties responds within such thirty (30) days
after the receipt of the Claim Notice and rejects such claim in whole or in part, the Seller will be free to pursue such remedies
as may be available under this Agreement, any Ancillary Documents or applicable Law.

 

9.5 Exclusive
Remedy
. From and after the Closing, except with respect to Fraud Claims related to the negotiation or execution of this Agreement
or claims seeking injunctions or specific strict performance, indemnification pursuant to this Article IX shall
be the sole and exclusive remedy for the Parties with respect to matters arising under this Agreement of any kind or nature, including
for any misrepresentation or breach of any warranty, covenant, or other provision contained in this Agreement or in any certificate
or instrument delivered pursuant to this Agreement or otherwise relating to the subject matter of this Agreement, including the
negotiation and discussion thereof.

 

 

ARTICLE
X
MISCELLANEOUS

 

10.1 Notices.
All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given
when delivered (i) in person, (ii) by facsimile or other electronic means, with affirmative confirmation of receipt, (iii) one
Business Day after being sent, if sent by reputable, nationally recognized overnight courier service or (iv) three (3) Business
Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable
Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

 

If to the Company: TD Holdings, Inc.
  Address:
  25th Floor, Block C, Tairan Building
  No. 31 Tairan 8th Road, Futian District
  Shenzhen, Guangdong, People’s Republic of China
  Attn: Renmei Ouyang,
  Chief Executive Officer    

 

With a copy to: Hunter Taubman Fischer & Li LLC
  800 Third Avenue, Suite 2800
  New York, New York 10023
  Attn: Joan Wu, Esq.
   
If to the Seller: HC High Summit Holding Limited
  Address:
  Address:160 Greentree Drive, Suite 101,
  Dover DE 19904, County of Kent, United States
  Attn: Renmei Ouyang
   
If to the Subsidiary: HC High Summit Limited
  Room 1907, 19/F, Lee Garden One,
  33 Hysan Avenue, Causeway Bay, Hong Kong
  Attn: Long Yi
   
If to the Purchaser: Vision Loyal Limited
  Address:
  Unit A&B, 14/F., Blk4 Golden Dragon Industrial
  Centre, 182-190 Tai Lin Pai Rd., Kwai Chung, NT,
  Hong Kong
  Attn: Cathy Pan

 

 

10.2 Binding
Effect; Assignment
. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties
hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by operation of Law or otherwise
without the prior written consent of the Purchaser and the Seller, and any assignment without such consent shall be null and void; provided that
no such assignment shall relieve the assigning Party of its obligations hereunder.

 

10.3 Third
Parties
. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the
transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any Person
that is not a Party hereto or thereto or a successor or permitted assign of such a Party.

  

10.4 Arbitration.
Any and all disputes, controversies and claims (other than applications for a temporary restraining order, preliminary injunction,
permanent injunction or other equitable relief or application for enforcement of a resolution under this Section 10.4)
arising out of, related to, or in connection with this Agreement or the transactions contemplated hereby (a “Dispute”)
shall be governed by this Section 10.4. A party must, in the first instance, provide written notice of any Disputes
to the other parties subject to such Dispute, which notice must provide a reasonably detailed description of the matters subject
to the Dispute. The parties involved in such Dispute shall seek to resolve the Dispute on an amicable basis within ten (10) Business
Days of the notice of such Dispute being received by such other parties subject to such Dispute; the “Resolution Period”); provided,
that if any Dispute would reasonably be expected to have become moot or otherwise irrelevant if not decided within sixty (60) days
after the occurrence of such Dispute, then there shall be no Resolution Period with respect to such Dispute. Any Dispute that is
not resolved during the Resolution Period may immediately be referred to and finally resolved by arbitration pursuant to the then-existing
Expedited Procedures of the Commercial Arbitration Rules (the “AAA Procedures”) of the American Arbitration
Association (the “AAA”). Any party involved in such Dispute may submit the Dispute to the AAA to commence
the proceedings after the Resolution Period. To the extent that the AAA Procedures and this Agreement are in conflict, the terms
of this Agreement shall control. The arbitration shall be conducted by one arbitrator nominated by the AAA promptly (but in any
event within five (5) Business Days) after the submission of the Dispute to the AAA and reasonably acceptable to each party subject
to the Dispute, which arbitrator shall be a commercial lawyer with substantial experience arbitrating disputes under acquisition
agreements. The arbitrator shall accept his or her appointment and begin the arbitration process promptly (but in any event within
five (5) Business Days) after his or her nomination and acceptance by the parties subject to the Dispute. The proceedings shall
be streamlined and efficient. The arbitrator shall decide the Dispute in accordance with the substantive law of the State of New
York. Time is of the essence. Each party shall submit a proposal for resolution of the Dispute to the arbitrator within twenty
(20) days after confirmation of the appointment of the arbitrator. The arbitrator shall have the power to order any party to do,
or to refrain from doing, anything consistent with this Agreement, the Ancillary Documents and applicable Law, including to perform
its contractual obligation(s); provided, that the arbitrator shall be limited to ordering pursuant to the foregoing power (and,
for the avoidance of doubt, shall order) the relevant party (or parties, as applicable) to comply with only one or the other of
the proposals. The arbitrator’s award shall be in writing and shall include a reasonable explanation of the arbitrator’s
reason(s) for selecting one or the other proposal. The seat of arbitration shall be in New York County, State of New York. The
language of the arbitration shall be English.

 

 

10.5 Governing
Law; Jurisdiction
. This Agreement shall be governed by, construed and enforced in accordance with the Laws of the State of
New York without regard to the conflict of laws principles thereof.

 

10.6 Specific
Performance
. Each Party acknowledges that the rights of each Party to consummate the transactions contemplated hereby are unique,
recognizes and affirms that in the event of a breach of this Agreement by any Party, money damages may be inadequate and the non-breaching
Parties may have not adequate remedy at law, and agree that irreparable damage would occur in the event that any of the provisions
of this Agreement were not performed by an applicable Party in accordance with their specific terms or were otherwise breached.
Accordingly, each Party shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement and
to seek to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or
to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be
entitled under this Agreement, at law or in equity and may be brought in any federal or state court in New York County, State of
New York.

 

10.7 Severability.
In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall
be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable,
and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby
nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination
that any term or other provision is invalid, illegal or incapable of being enforced, the Parties will substitute for any invalid,
illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable,
the intent and purpose of such invalid, illegal or unenforceable provision.

 

10.8 Amendment.
This Agreement may be amended, supplemented or modified only by execution of a written instrument signed by the Purchaser and the
Seller.

 

10.9   Waiver.
The Purchaser on behalf of itself and its Affiliates and the Seller on behalf of itself, the Subsidiary and its Affiliates, may
in its sole discretion (i) extend the time for the performance of any obligation or other act of any other non-Affiliated Party
hereto, (ii) waive any inaccuracy in the representations and warranties by such other non-Affiliated Party contained herein
or in any document delivered pursuant hereto and (iii) waive compliance by such other non-Affiliated Party with any covenant or
condition contained herein. Any such extension or waiver shall be valid only if set forth in an instrument in writing signed by
the Party or Parties to be bound thereby. Notwithstanding the foregoing, no failure or delay by a Party in exercising any right
hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise
of any other right hereunder. 

 

 

10.10   Entire
Agreement
. This Agreement and the documents or instruments referred to herein, including any exhibits, annexes and schedules
attached hereto, which exhibits, annexes and schedules are incorporated herein by reference, embody the entire agreement and understanding
of the Parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, representations,
warranties, covenants or undertakings, other than those expressly set forth or referred to herein or the documents or instruments
referred to herein, which collectively supersede all prior agreements and the understandings among the Parties with respect to
the subject matter contained herein.

 

10.11   Interpretation.
The table of contents and the Article and Section headings contained in this Agreement are solely for the purpose of reference,
are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.
In this Agreement, unless the context otherwise requires: (a) any pronoun used in this Agreement shall include the corresponding
masculine, feminine or neuter forms, and words in the singular, including any defined terms, include the plural and vice versa;
(b) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and
assigns are permitted by this Agreement, and reference to a Person in a particular capacity excludes such Person in any other
capacity; (c) any accounting term used and not otherwise defined in this Agreement or any Ancillary Document has the meaning assigned
to such term in accordance with GAAP; (d) “including” (and with correlative meaning “include”) means including
without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed
by the words “without limitation”; (e) the words “herein,” “hereto,” and “hereby”
and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not
to any particular Section or other subdivision of this Agreement; (f) the word “if” and other words of similar import
when used herein shall be deemed in each case to be followed by the phrase “and only if”; (g) the term “or”
means “and/or”; (h) any reference to the term “ordinary course” or “ordinary course of business”
shall be deemed in each case to be followed by the words “consistent with past practice”; (i) any agreement, instrument,
insurance policy, Law or Order defined or referred to herein or in any agreement or instrument that is referred to herein means
such agreement, instrument, insurance policy, Law or Order as from time to time amended, modified or supplemented, including (in
the case of agreements or instruments) by waiver or consent and (in the case of statutes, regulations, rules or orders) by succession
of comparable successor statutes, regulations, rules or orders and references to all attachments thereto and instruments incorporated
therein; (j) except as otherwise indicated, all references in this Agreement to the words “Section,” “Article”,
“Schedule”, “Exhibit” and “Annex” are intended to refer to Sections, Articles, Schedules,
Exhibits and Annexes to this Agreement; and (k) the term “Dollars” or “$” means United States dollars.
Any reference in this Agreement to a Person’s directors shall including any member of such Person’s governing body
and any reference in this Agreement to a Person’s officers shall including any Person filling a substantially similar position
for such Person. Any reference in this Agreement or any Ancillary Document to a Person’s shareholders shall include any
applicable owners of the equity interests of such Person, in whatever form. The Parties have participated jointly in the negotiation
and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement
shall be construed as if drafted jointly by the Parties hereto, and no presumption or burden of proof shall arise favoring or
disfavoring any party by virtue of the authorship of any provision of this Agreement. To the extent that any Contract, document,
certificate or instrument is represented and warranted to by the Subsidiary to be given, delivered, provided or made available
by the Subsidiary, in order for such Contract, document, certificate or instrument to have been deemed to have been given, delivered,
provided and made available to the Purchaser or its Representatives, such Contract, document, certificate or instrument shall
have been posted to the electronic data site maintained on behalf of the Subsidiary for the benefit of the Purchaser and its Representatives
and the Purchaser and its Representatives have been given access to the electronic folders containing such information. 

 

10.12   Counterparts.
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in one or more counterparts,
and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

 

ARTICLE
XI
DEFINITIONS

 

11.1   Certain
Definitions
. For purpose of this Agreement, the following capitalized terms have the following meanings:

 

Action
means any notice of noncompliance or violation, or any claim, demand, charge, action, suit, litigation, audit, settlement, complaint,
stipulation, assessment or arbitration, or any request (including any request for information), inquiry, hearing, proceeding or
investigation, by or before any Governmental Authority.

 

 

Affiliate
means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control
with such Person.

 

Ancillary
Documents
” means each agreement, instrument or document attached hereto as an Exhibit, including the other agreements,
certificates and instruments to be executed or delivered by any of the parties hereto in connection with or pursuant to this Agreement.

 

Business
Day
” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New
York, New York are authorized to close for business.

  

Subsidiary’s
Charters
” means the incorporation documents of the Subsidiary, as amended and effective.

  

Consent
means any consent, approval, waiver, authorization or Permit of, or notice to or declaration or filing with any Governmental Authority
or any other Person.

  

Control
of a Person means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies
of such Person, whether through the ownership of voting securities, by contract, or otherwise. “Controlled”, “Controlling”
and “under common Control with” have correlative meanings. Without limiting the foregoing a Person (the “Controlled
Person
”) shall be deemed Controlled by (a) any other Person (the “10% Owner”) (i) owning
beneficially, as meant in Rule 13d-3 under the Exchange Act, securities entitling such Person to cast ten percent (10%) or more
of the votes for election of directors or equivalent governing authority of the Controlled Person or (ii) entitled to be allocated
or receive ten percent (10%) or more of the profits, losses, or distributions of the Controlled Person; (b) an officer, director,
general partner, partner (other than a limited partner), manager, or member (other than a member having no management authority
that is not a 10% Owner) of the Controlled Person; or (c) a spouse, parent, lineal descendant, sibling, aunt, uncle, niece, nephew,
mother-in-law, father-in-law, sister-in-law, or brother-in-law of an Affiliate of the Controlled Person or a trust for the benefit
of an Affiliate of the Controlled Person or of which an Affiliate of the Controlled Person is a trustee.

 

Fraud Claim
means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

 

GAAP
means generally accepted accounting principles as in effect in the United States of America.

 

 

Governmental
Authority
” means any federal, state, local, foreign or other governmental, quasi-governmental or administrative body,
instrumentality, department or agency or any court, tribunal, administrative hearing body, arbitration panel, commission, or other
similar dispute-resolving panel or body.

 

Law
means any federal, state, local, municipal, foreign or other law, statute, legislation, principle of common law, ordinance, code,
edict, decree, proclamation, treaty, convention, rule, regulation, directive, requirement, writ, injunction, settlement, Order
or Consent that is or has been issued, enacted, adopted, passed, approved, promulgated, made, implemented or otherwise put into
effect by or under the authority of any Governmental Authority.

 

Liabilities
means any and all liabilities, indebtedness, Actions or obligations of any nature (whether absolute, accrued, contingent or otherwise,
whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including
tax liabilities due or to become due.

 

Lien
means any mortgage, pledge, security interest, attachment, right of first refusal, option, proxy, voting trust, encumbrance, lien
or charge of any kind (including any conditional sale or other title retention agreement or lease in the nature thereof), restriction
(whether on voting, sale, transfer, disposition or otherwise), any subordination arrangement in favor of another Person, any filing
or agreement to file a financing statement as debtor under the Uniform Commercial Code or any similar Law.

 

NASDAQ
means the National Association of Securities Dealers Automated Quotations.

 

Order
means any order, decree, ruling, judgment, injunction, writ, determination, binding decision, verdict, judicial award or other
action that is or has been made, entered, rendered, or otherwise put into effect by or under the authority of any Governmental
Authority.

 

Organizational
Documents
” means, with respect to the Purchaser, the Purchaser Charter, and with respect to any other Party, its
Certificate of Incorporation and Bylaws or similar organizational documents, in each case, as amended.

 

Person
means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership),
limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or
political subdivision thereof, or an agency or instrumentality thereof.

 

Representative
means, as to any Person, such Person’s Affiliates and its and their managers, directors, officers, employees, agents and
advisors (including financial advisors, counsel and accountants).

 

Taxes
means (a) all direct or indirect federal, state, local, foreign and other net income, gross income, gross receipts, sales, use,
value-added, ad valorem, transfer, franchise, profits, license, lease, service, service use, withholding, payroll, employment,
social security and related contributions due in relation to the payment of compensation to employees, excise, severance, stamp,
occupation, premium, property, windfall profits, alternative minimum, estimated, customs, duties or other taxes, fees, assessments
or charges of any kind whatsoever, together with any interest and any penalties, additions to tax or additional amounts with respect
thereto, (b) any Liability for payment of amounts described in clause (a) whether as a result of being a member of an affiliated,
consolidated, combined or unitary group for any period or otherwise through operation of law and (c) any Liability for the payment
of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity or tax allocation agreement
with, or any other express or implied agreement to indemnify, any other Person.

 

[REMAINDER OF PAGE INTENTIONALLY LEFT
BLANK; SIGNATURE PAGE FOLLOWS]

 

 

IN WITNESS WHEREOF,
each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date
first written above.

 

Purchaser  
   
Vision Loyal Limited  
     
By: /s/ Cathy Pan  
Name:   Cathy Pan  
Title: Director  

 

 

IN WITNESS WHEREOF,
each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date
first written above.

 

Seller  
   
HC High Summit Holding Limited  
   
By: /s/ Renmei Ouyang  
Name:   Renmei Ouyang  
Title: CEO and Director  

 

 

IN WITNESS WHEREOF,
each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date
first written above.

 

Subsidiary  
   
HC High Summit Limited  
   
By: /s/ Long Yi  
Name:   Long Yi  
Title: Director  

 

 

IN WITNESS WHEREOF,
each Party hereto has caused this Agreement to be signed and delivered by its respective duly authorized officer as of the date
first written above.

 

The Company  
   
TD Holdings, Inc.  
   
By: /s/ Renmei Ouyang  
Name:   Renmei Ouyang  
Title: Chief Executive Officer  

 

 

21

 



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