Form 8-K - Current report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): November 29, 2023

JRSIS HEALTH CARE CORPORATION

(Exact name of registrant as specified in its charter)

Florida	1-36758	46-4562047
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

3/F Building A, Derun Yuan, No. 19 Changyi Road

Wuguishan, Zhongshan City, P.R. China 528458

(Address of Principal Executive Office) (Zip Code)

86-0760-88963658

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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. ☐

Item 1.01 Entry into a Material Definitive Agreement

Item 3.02 Unregistered Sale of Equity Securities

Item 5.01 Changes in Control of Registrant

On November 30, 2023 a closing was held with respect to the Agreement to Contract dated October 18, 2023 (the “Jumi Agreement”) among JRSIS Health Care Corporation (“JRSIS”), Laidian Technology (Zhongshan) Co., Ltd. (“Laidian”), Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”), Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou JIE”), Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P. (“Yulin IGP”), Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. (“Jumi IIP”) and Jumi Group Company, Ltd. (“Jumi GCL”).

Yongzhou JIT was organized in 2018 in Yongzhou City in the Hunan Province of China and is a subsidiary of Guangzhou JIE. Yongzhou JIT is engaged in the business of developing medical technology and producing equipment based on its technology. Yongzhou JIT is best known for developing the first intelligence medicine vending machine. At present the Yongzhou JIT factory has an annual production capacity of 20,000 intelligent terminals.

Pursuant to the Jumi Agreement, Laidian, a wholly-owned subsidiary of JRSIS, entered into four agreements with Yongzhou JIT and Guangzhou JIE (the “Management Agreements”):

Exclusive Business Cooperation Agreement. Under the Exclusive Business Consulting Agreement between Laidian and Yongzhou JIT, Laidian has the exclusive right to provide to Yongzhou JIT marketing, management, consulting and other services related to its business operations. To fulfill its obligations, Laidian will provide to Yongzhou JIT the management and marketing services of Zhuowei Zhong, who is the Chairman of Laidian. In compensation for the services provided by Laidian, Yongzhou JIT will pay Laidian a quarterly fee equal to 85.53% of any net income that Yongzhou JIT earns from its medical technology business while being managed by Zhuowei Zhong less any losses carried forward from prior quarters. The remaining 14.47% of the net income earned by Yongzhou JIT will be distributed to Guangzhou JIE for further distribution to an entity that owns 14.47% of Guangzhou JIE and has not agreed to participate in the VIE arrangement (the “14.47% Unpledged Interest”). The Exclusive Business Consulting Agreement will remain in effect until terminated by the parties.

Equity Interest Pledge Agreement. Guangzhou JIE, which owns all of the registered equity in Yongzhou JIT, has entered into an Equity Interest Pledge Agreement with Laidian. Pursuant to this agreement, Guangzhou JIE pledged all of its equity interest in Yongzhou JIT, including the right to receive dividends, to Laidian to secure the performance of Yongzhou JIT’s obligations under the Exclusive Business Consulting Agreement described above. If Yongzhou JIT breaches relevant contractual obligations under this agreement, Laidian, as pledgee, will be entitled to certain rights, including the right to sell the pledged equity interests. Guangzhou JIE has agreed not to transfer or create any new encumbrance on its equity interests without the prior written consent of Laidian. The Equity Interest Pledge Agreement shall terminate when Yongzhou JIT has fully performed its obligations under the Exclusive Business Consulting Agreement.

Exclusive Option Agreement. Under the Exclusive Option Agreement among Laidian, Yongzhou JIT and Guangzhou JIE, Guangzhou JIE irrevocably granted Laidian or its designated person(s) an exclusive option to purchase, when and to the extent permitted under PRC law, all or part of its equity interest in Yongzhou JIT. The purchase price for the equity interest in Yongzhou JIT shall be determined through consultation according to the appraisal value approved by the relevant authorities and shall be the minimum amount permissible under PRC law. The Exclusive Option Agreement will be valid until all of the equity interest in Yongzhou JIT has been transferred to Laidian. The Exclusive Option Agreement provides, among other things, that without Laidian’s prior written consent:

●

Guangzhou JIE may not transfer, encumber, grant a security interest in, or otherwise dispose of any equity interest in Yongzhou JIT, except as provided in the Exclusive Option Agreement;

●

Yongzhou JIT may not (i) sell, transfer, grant security interest in or otherwise dispose of any assets, business, revenue or interest, (ii) enter into any material contract except for those incurred in the ordinary course of business, or (iii) incur any liabilities (except for those incurred in the ordinary course of business) or extend loans or credit facilities to any third party;

●

Yongzhou JIT may not declare or pay any dividends and its shareholder must remit in full to Laidian any funds received from Yongzhou JIT except those funds payable to the holder of the 14.47% Unpledged Interest; and

●

Yongzhou JIT may not merge with or acquire any third parties, or make investment in any third parties.

Power of Attorney. Under the Power of Attorney, Guangzhou JIE grants to Laidian the authority to exercise all of the powers given to Guangzhou JIE as a shareholder of Yongzhou JIT.

In consideration of the agreement by the owners of Yongzhou JIT other than the holder of the 14.47% Unpledged Interest (i.e. Guangzhou JIE, Linhai Zhu, Yulin IGP and Jumi IIP) to the adoption of the Management Agreements by Yongzhou JIT and Guangzhou JIE, JRSIS issued to Jumi GCL 76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE. The issuance was made pursuant to Section 4(a)(2) of the Securities Act of 1933 and Regulation S promulgated thereunder. The shares issued to Jumi GCL represent 92.9% of the outstanding shares of common stock of JRSIS.

Following the transaction, we have abandoned our prior business plan and we are now pursuing Yongzhou JIT’s historical businesses and proposed businesses.

Accounting Treatment of the Management Agreements

For financial reporting purposes, the execution of the Management Agreements represents a “reverse acquisition” rather than a business combination and Yongzhou JIT is deemed to be the accounting acquirer in the transaction. The execution of the Management Agreements is being accounted for as a reverse-acquisition and recapitalization. Yongzhou JIT is the acquirer for financial reporting purposes and JRSIS is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements for periods prior to the execution of the Management Agreements will be those of Yongzhou JIT and will be recorded at the historical cost basis of Yongzhou JIT, and the consolidated financial statements after execution of the Management Agreements will include the assets and liabilities of the Company and Yongzhou JIT, and the historical operations of Yongzhou JIT and operations of the Combined Company from the date of execution of the Management Agreements.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

On November 29, 2023, pursuant to the Jumi Agreement, Zhifei Huang and Zhuowen Chen submitted resignations from their positions on JRSIS’s Board of Directors. Zhifei Huang also resigned from his position as Chief Executive Officer of the Company. Zhuowen Chen also resigned from his positions as Chief Financial Officer and Secretary of the Corporation.

On November 29, 2023 the Board of Directors appointed Zhuowei Zhong to serve as Secretary of JRSIS. Mr. Zhong is the Chairman of the Board and President of JRSIS.

On November 29, 2023, the Board of Directors agreed that the number of members of the Board of Directors would be two, and appointed Linhai Zhu to fill the vacancy on the Board of Directors. The Board of Directors also appointed Linhai Zhu to serve as Chief Executive Officer, Chief Financial Officer and Treasurer of JRSIS. Information regarding Linhai Zhu follows:

Linhai Zhu. Mr. Zhu has been appointed to the Board and to the positions of Chief Executive Officer and Chief Financial Officer to bring his experience in corporate management and financial management. Mr. Zhu currently serves as Director and Chief Executive Officer of Guangzhou Jumi Intelligent Equipment Co., Ltd. Previously, from 2013 through 2016, Mr. Zhu was employed as Chief Executive Officer of Shanghai Jumi Media Ltd. From 2006 to 2013 Mr. Zhu was employed as Chief Executive Officer of Guangzhou Runxintang Beverage and Food Co., Ltd. In each of his current and prior positions, Mr. Zhu was responsible for general management of his employer. Mr. Zhu was awarded a Master’s Degree in Business Administration (2012) and a Doctor of Philosophy degree (2018) by Tongji University. He is 48 years old.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited financial statements of Yongzhou Jumi Intelligent Technology Co., Ltd. for the year ended December 31, 2022, audited by ARK Pro CPA & Co.

Financial Statements of Yongzhou Jumi Intelligent Technology Co., Ltd. for the nine month periods ended September 30, 2023 and 2022 (unaudited) – to be filed by amendment.

Pro forma financial statements of JRSIS Health Care Corporation for the year ended December 31, 2022.

Pro forma financial statements of JRSIS Health Care Corporation for the nine month period ended September 30, 2023 – to be filed by amendment.

Exhibits

10-a	Agreement to Contract dated October 18, 2023 among JRSIS Health Care Corporation, Laidian Technology (Zhongshan) Co., Ltd., Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd., Guangzhou Jumi Intelligent Equipment Co., Ltd., Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P., Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. and Jumi Group Company, Ltd. – filed as an exhibit to the Current Report on Form 8-K filed on October 18, 2023.
10-b	Exclusive Business Cooperation Agreement between Laidian Technology (Zhongshan) Co., Ltd. and Yongzhou Jumi Intelligent Technology Co., Ltd.
10-c	Equity Interest Pledge Agreement among Laidian Technology (Zhongshan) Co., Ltd., Yongzhou Jumi Intelligent Technology Co., Ltd. and Guangzhou Jumi Intelligent Equipment Co., Ltd.
10-d	Exclusive Option Agreement among Laidian Technology (Zhongshan) Co., Ltd., Yongzhou Jumi Intelligent Technology Co., Ltd. and Guangzhou Jumi Intelligent Equipment Co., Ltd.
10-e	Power of Attorney given by Guangzhou Jumi Intelligent Equipment Co., Ltd to Laidian Technology (Zhongshan) Co., Ltd.
104	Cover page interactive data file (embedded within the iXBRL document)

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.

	JRSIS Health Care Corporation

Date: December 1, 2023	By:	/s/ Huang Zhifei
		Huang Zhifei,
		Chief Executive Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: the Board of Directors and Stockholders of

JRSIS Health Care Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Yongzhou Jumi Intelligent Technology Co., Ltd. (“the Company”) as of December 31, 2022 and 2021, and the related statements of income and comprehensive income, change in stockholders’ equity and cash flows for each of the years in the two-year period ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Yongzhou Jumi Intelligent Technology Co., Ltd. as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations, and has a significant accumulated deficits and negative working capital. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatements of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the Board of Directors (Those Charged with Governance) that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical matters.

/s/ ARK Pro CPA & Co
ARK Pro CPA & Co
(Formerly HKCM CPA & Co.)
PCAOB ID: 3299

We have served as the Company’s auditor since 2023.

December 1, 2023

Hong Kong, China

YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

BALANCE SHEETS

AS OF DECEMBER 31, 2022 AND 2021

	As of December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	158,813		$	73,253
Accounts receivable, net		683,452			21,831
Inventories		562,015			670,262
Advance to suppliers		46,954			16,541
Prepaid expenses and other current assets, net		24,600			24,371
Amount due from related parties		187,794			904,738
Total current assets		1,663,628			1,710,996

Non-current assets
Deferred tax assets		4,576			4,001
Property and equipment, net		62,223			102,205
Intangible assets, net		303,195			370,407
Right of use assets		7,686			9,593
Total Assets	$	2,041,308		$	2,197,202

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loan	$	1,239,266		$	723,201
Accounts payable		272,243			283,381
Advance from customers		10,130			1,246,415
Amount due to related parties		3,625			-
Accrued expenses and other payables		181,975			185,740
Income tax payable		1,435			1,190
Financing lease liabilities-current		5,930			6,186
Operating lease liabilities-current		6,589			-
Current portion of long-term bank loan		49,709			-
Total current liabilities		1,770,902			2,446,113

Non-current liabilities
Long-term bank loan		336,514			94,358
Operating lease liabilities-non-current		2,235			-
Total Liabilities		2,109,651			2,540,471

Stockholders’ Deficit
Share capital		3,697,600			2,802,603
Accumulated deficit		(3,930,769	)		(3,257,509	)
Accumulated other comprehensive income		164,826			111,637
Total stockholders’ deficit		(68,343	)		(343,269	)
Total Liabilities and Stockholders’ Deficit	$	2,041,308		$	2,197,202

The accompanying notes are an integral part of these financial statements.

YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

	Year ended December 31,
	2022			2021

Revenues	$	1,719,130		$	2,025,876
Cost of revenues		1,692,919			1,982,171
Gross profit		26,211			43,705

Operating expenses:
Selling and marketing expenses		144,651			140,123
General and administrative expenses		283,293			408,186
Research and development expenses		283,043			387,294
Operating expenses		710,987			935,603

Operating loss		684,776			891,898

Other income:
Other income		(76,225	)		(99,164	)
Inventories write-down		-			129,851
Interest expense, net		64,709			48,787
Other (income) loss, net		(11,516	)		79,474

Loss before income tax		673,260			971,372
Income tax expense		-			-
Net loss		673,260			971,372

Other comprehensive income:
Foreign currency translation adjustments	$	(53,190	)	$	(3,127	)
Total comprehensive loss	$	620,070		$	968,245

The accompanying notes are an integral part of these financial statements.

YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021

						Accumulated
						other		Total
	Share		Accumulated			comprehensive		shareholders’
	Capital		deficits			Income		Equity (Deficit)

Balance at December 31, 2020	$	2,798,774	$	(2,286,137	)	$	108,510	$	621,147
Capital contribution		3,829		-			-		3,829
Net loss		-		(971,372	)		-		(971,372	)
Foreign currency translation adjustment		-		-			3,127		3,127
Balance at December 31, 2021	$	2,802,603	$	(3,257,509	)	$	111,637	$	(343,269	)
Capital contribution		894,997		-			-		894,997
Net loss		-		(673,260	)		-		(673,260	)
Foreign currency translation adjustment		-		-			53,189		53,189
Balance at December 31, 2022	$	3,697,600	$	(3,930,769	)	$	164,826	$	(68,343	)

The accompanying notes are an integral part of these financial statements.

YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

	Year ended December 31,
	2022			2021
Cash flows from operating activities
Net loss	$	(673,260	)	$	(971,372	)
Adjustments to reconcile net loss to net cash used in operating activities:
Inventories write-down		-			129,851
Right-of-use assets amortization		10,138			37,830
Lease liabilities interest expense		325			4,622
Depreciation and amortization		34,903			171,060
Deferred income tax		(909	)		(1,172	)
Changes in assets and liabilities
Accounts receivable		(679,905	)		104,467
Inventories		57,324			(194,766	)
Advance to suppliers		(32,497	)		23,763
Amount due from/ to related parties		666,190			(822,792	)
Prepaid expenses and other current assets		(2,185	)		(18,648	)
Accounts payable		11,257			(49,596	)
Accrued expenses and other payables		11,002			63,131
Advance from customers		(1,167,459	)		1,227,116
Income tax payable		347			(1,600	)
Net cash used in operating activities		(1,764,729	)		(298,106	)

Cash flows from investing activities
Purchase of property and equipment		-			(2,097	)
Net cash used in investing activities		-			(2,097	)

Cash flows from financing activities
Cash contribution from shareholder		927,591			3,839
Loan from third parties		893,539			30,806
Proceeds from financing lease		37,157			(26,748	)
Net cash provided by financing activities		1,858,287			7,897

Effect of exchange rate changes on cash and cash equivalents		(7,998	)		5,647
Net changes in cash and cash equivalents		85,560			(286,659	)
Cash and cash equivalents-beginning of the year		73,253			359,912
Cash and cash equivalents-ended of the year	$	158,813		$	73,253

Supplementary cash flow information:
Interest paid	$	58,524		$	44,048
Income taxes paid	$	909		$	1,172

The accompanying notes are an integral part of these financial statements.

YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2022 AND 2021

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”) was organized in 2018 in Yongzhou City in the Hunan Province of China. Yongzhou JIT is engaged in the business of developing medical technology and producing equipment based on its technology. Yongzhou JIT is best known for developing the first intelligence medicine vending machine. At present the Yongzhou JIT factory has an annual production capacity of 20,000 intelligent terminals.

NOTE 2 – GOING CONCERN UNCERTAINTIES

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future.

As reflected in the accompanying financial statements, the Company had a $3,930,769 accumulated deficit as at December 31, 2022. Management believes these factors raise substantial doubt about the Company’s ability to continue as a going concern for the next twelve months.

The continuation of the Company as a going concern through the next twelve months is dependent upon (1) the continued financial support from its stockholders or its ability to obtain external financing, and (2) further implement management’s business plan to extend its operations and generate sufficient revenues to meet its obligations. While the Company believes in the viability of its strategy to increase sales volume and in its ability to raise additional funds, there can be neither any assurances to that effect, nor any assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. The Company is working to devote more efforts to improve its operation and generate more profits. Besides, the major shareholder will continuously provide financial support to the Company. Management believes that the actions presently being taken to obtain additional funding and strategic partners to enable it to implement its strategic plan provides the opportunity for the Company to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP). This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. The Company’s financial statements are expressed in U.S. dollars.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant estimates relate to inventories, intangible assets, income taxes and contingencies. The Company bases its estimates on historical experience, known or expected trends, and various other assumptions that are believed to be reasonable given the quality of information available as of the date of these financial statements. The results of these assumptions provide the basis for making estimates about the carrying amounts of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates.

Foreign currency translation and re-measurement

The functional currency of the Company is the Chinese Renminbi (“RMB”).

The Company, whose translates their accounts into the U.S. dollar as follows:

●

Assets and liabilities at the rate of exchange in effect at the balance sheet date

●

Equities at the historical rate

●

Revenue and expense items at the average rate of exchange prevailing during the period

Adjustments arising from such translations are included in accumulated other comprehensive income in stockholders’ equity.

	As of and for the year ended December 31,
	2022		2021
Spot USD: RMB exchange rate	$	6.8972	$	6.3588
Average USD: RMB exchange rate	$	6.7290	$	6.4499

The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into US Dollars at the rates used in translation.

Fair Value Measurements

The Company applies the provisions of ASC Subtopic 820-10, “Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of nonfinancial items that are recognized or disclosed at fair value in the financial statements. ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

	●	Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

	●	Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820.

The following table sets forth by level within the fair value hierarchy our financial assets and liabilities that were accounted for at fair value on a recurring basis:

		Carrying Value at December 31,		Fair Value Measurement at December 31, 2022
		2022		Level 1		Level 2		Level 3
Financial Assets	$	-	$	-	$	-	$	-

		Carrying Value at December 31,		Fair Value Measurement at December 31, 2021
		2021		Level 1		Level 2		Level 3
Financial Assets	$	-	$	-	$	-	$	-

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, demand deposits placed with banks or other financial institutions and have original maturities of less than three months. The Company’s primary bank deposits are located in the PRC. On December 31, 2022, and 2021, the Company’s cash equivalents totaled $158,813 and $73,253, respectively.

Accounts receivable

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts as needed. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote.

Inventories

Inventories, consisting principally of machines, are stated at the lower of cost or market using the first-in, first-out method (“FIFO”). This policy requires the Company to make estimates regarding the market value of inventory, including an assessment of excess or obsolete inventory. The Company determines excess or obsolete inventory based on an estimate of the future demand and estimated selling prices for its products.

Property and equipment

Property and equipment are stated at cost. Expenditures for maintenance and repairs are charged to operations when incurred, while additions and betterments are capitalized. Depreciation is recorded on a straight-line basis reflective of the useful lives of the assets. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.

The estimated useful lives for property and equipment categories are as follows:

Production line and equipment		3-10 years
Transportation instrument		3-5 years
Office equipment		2-5 years

Intangible assets

Intangible assets are stated at cost. Amortization is recorded on a straight-line basis reflective of the useful lives of the assets. When assets are retired or disposed, the asset’s original cost and related accumulated depreciation are eliminated from accounts and any gain or loss is reflected in income.

The estimated useful lives for intangible assets categories are as follows:

Utility model		10 years
Copyright		10 years

Leases

The Company recognizes its leases in accordance with ASC 842 - Leases. Under ASC 842, right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. The initial lease liability is equal to the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less any lease incentives. The Company elected the short-term lease exemption for contracts with lease terms of 12 months or less. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.

Revenue recognition

The Company follows the guidance of ASC 606, revenue from contracts with customers is recognized using the following five steps:

	1.	Identify the contract(s) with a customer;

	2.	Identify the performance obligations in the contract;

	3.	Determine the transaction price;

	4.	Allocate the transaction price to the performance obligations in the contract; and

	5.	Recognize revenue when (or as) the entity satisfies a performance obligation.

Under Topic 606, revenues are recognized when the promised products have been confirmed of delivery or services have been transferred to the consumers in amounts that reflect the consideration the customer expects to be entitled to in exchange for those services. The Company presents value added taxes (“VAT”) as reductions of revenues. The Company recognizes revenues net of value added taxes (“VAT”) and relevant charges.

Contract liabilities

Contract liabilities consist mainly of advances from customers. On certain occasions, the Company may receive prepayments from customers prior to them taking possession of the Company’s products. The Company records these receipts as customer advances until the control of the products has been transferred to the customers. As of December 31, 2022 and 2021, the Company had advance from customers of $10,130 and $1,246,415 respectively.

Selling expenses

Selling expenses consist primarily of transportation fees and after-sales service expenses.

General and administrative expenses

General and administrative expenses consist primarily of salary and welfare for general and administrative personnel, rental expenses, entertainment expenses, general office expenses and professional service fees.

Research and development expenses

Research and development expenses consist primarily of salary and welfare for research and development department personnel and materials used for research.

Value-added taxes

Revenue is recognized net of value-added taxes (“VAT”). The VAT is based on gross sales price and VAT rates applicable to the Company which are 13% or 6% for the period from the beginning of January 2021.

Income taxes

The Company accounts for income taxes under FASB ASC 740, “Accounting for Income Taxes”. Under FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. FASB ASC 740-10-05, “Accounting for Uncertainty in Income Taxes” prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely of being realized upon ultimate settlement. The Company assesses the validity of its conclusions regarding uncertain tax positions quarterly to determine if facts or circumstances have arisen that might cause it to change its judgment regarding the likelihood of a tax position’s sustainability under audit.

Earnings (loss) per Share

The Company computes earnings (loss) per share (“EPS”) in accordance with ASC Topic 260, “Earnings per share”. Basic EPS is measured as the income or loss available to common shareholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e. those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Related party transactions

Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.

Recent Accounting Pronouncements

From time to time, new accounting standards are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. The recent accounting standards are not expected to have a material impact on the consolidated financial statements upon adoption.

NOTE 4 – ACCOUNTS RECEIVABLES

Accounts receivable consisted of the following:

	As of December 31,
	2022		2021
Accounts receivable	$	683,452	$	21,831
Less: Allowance for doubtful accounts		-		-
Total accounts receivable, net	$	683,452	$	21,831

The Company recorded bad debt expense of nil and nil for the years ended December 31, 2022 and 2021.

NOTE 5 – INVENTORIES

Inventories consisted of the following:

	As of December 31,
	2022		2021
Machine	$	263,570	$	326,439
Materials		298,445		343,823
Total	$	562,015	$	670,262

The Company wrote down inventories of nil and $129,851 for the years ended December 31, 2022 and 2021.

NOTE 6 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consist of the following:

	As of December 31,
	2022			2021
Production line and equipment	$	105,084		$	183,300
Transportation instrument		7,436			8,066
Office equipment and other		128,305			139,169
Total fixed assets at cost		240,825			300,535
Accumulated depreciation		(178,602	)		(198,330	)
Total fixed assets, net	$	62,223		$	102,205

For the years ended December 31, 2022 and 2021, depreciation expense amounted to $4,352 and $130,106, respectively.

NOTE 7 – INTENGIBLE ASSETS, NET

Intangible assets, net, consist of the following:

	As of December 31,
	2022			2021
Utility model	$	42,949		$	46,585
Copyright		340,034			368,825
Total intangible assets at cost		382,983			415,410
Accumulated amortization		(79,788	)		(45,003	)
Total intangible assets, net	$	303,195		$	370,407

For the years ended December 31, 2022 and 2021, amortization expense amounted to $39,256 and $40,954, respectively.

NOTE 8 - RIGHT-OF-USE ASSETS AND LEASE LIABILITIES

The Company adopted Accounting Standards Codification (“ASC”) Topic 842, “Leases” (“new lease standard”). The new lease standard was adopted using the optional transition method approach that allows for the cumulative effect adjustment to be recorded without restating prior periods. The Company has elected the practical expedient package related to the identification, classification and accounting for initial direct costs whereby prior conclusions do not have to be reassessed for leases that commenced before the effective date. As the Company will not reassess such conclusions, the Company has not adopted the practical expedient to use hindsight to determine the likelihood of whether a lease will be extended or terminated or whether a purchase option will be exercised.

Financing lease

In April 2020 and 2021, the company leased two equipments from Ping’an International finance lease Co., Ltd (“the Lessor”). Under the terms of the lease agreements, from April 2020 and 2021, the Company was committed to make lease payments of approximately $1,768 and $929 per month for 23 months. The equipment was used for production. The implicit interest rate, which determined the rental fee after fair value was amortized, was calculated at 4.75%, which is the benchmark interest rate announced by The People’s Bank of China. After the completion of all payments, the ownership of the lease item will be transferred to the company.

Operating lease

In October 2022, the Company leased dormitory space under non-cancellable operating lease agreements. Under terms of the lease agreement, from October 2022, the Company is committed to make lease payments of approximately $389 per month for 23 months. This office is used as dormitory for staffs.

As of December 31, 2022 and 2021, the Company has the following amounts recorded on the Company’s balance sheet:

	As of December 31,
	2022		2021
Assets
Right-of-use assets	$	7,686	$	9,593
Total	$	7,686	$	9,593
Liabilities
Financing lease liabilities-Current		5,930		6,186
Operating lease liabilities-Current		6,589		-
Financing lease liabilities-Non-current		-		-
Operating lease liabilities-Non-current		2,235		-
Total	$	14,754	$	6,186

Future annual minimum lease payments are as follows:

Year ending December 31,	Amounts
2023	$	4,663
2024		2,332
Total	$	6,995

The Company recorded lease expense of $10,463 and $42,452 for the years ended December 31, 2022 and 2021.

NOTE 9 –BANK LOAN

Short-term bank loan consisted of the following:

	As of December 31,
	2022							2021
	Interest rate			Maturity	Guarantee	Balance		Interest rate			Maturity date	Guarantee	Balance
China Everbright Bank		5.88	%	Originally due on July 18, 2022 with extension till January 19, 2023	Secured by Linhai Zhu, his spouse Liu Mei and Guangzhou Jumi Intelligent Equipment Co., Ltd.	$	151,869		5.88	%	Originally due on July 18, 2022, with extension till January 19, 2023	Secured by Linhai Zhu, his spouse Liu Mei and Guangzhou Jumi Intelligent Equipment Co., Ltd.	$	314,319
Bank of China		/		/	/		-		4.10	%	March 23, 2022	Secured by Linhai Zhu and Guangzhou Jumi Intelligent Equipment Co., Ltd.		408,882
Bank of China		4.05	%	May 20, 2023	Secured by Linhai Zhu, his spouse Liu Mei and Guangzhou Jumi Intelligent Equipment Co., Ltd.		507,452		/		/	/		-
China Construction Bank		4.50	%	August 16, 2023	Secured by Linhai Zhu and his spouse Liu Mei		579,945		/		/	/		-
						$	1,239,266						$	723,201

Long-term bank loan consisted of the following:

	As of December 31,
	2022							2021
	Interest rate			Maturity	Guarantee	Balance		Interest rate			Maturity date	Guarantee	Balance
Webank		/		/	/	$	-		7.20	%	December 12, 2023	Secured by Linhai Zhu	$	94,358
Postal savings bank of China		4.90	%	July 21, 2024	Secured by Linhai Zhu, his spouse Liu Mei, Guangzhou Jumi Intelligent Equipment Co., Ltd., Yongzhou Xiaoxiang Financing guarantee Co., Ltd., and Hunan financing reguarantee Co., Ltd.		336,514		/		/	/		-
						$	336,514						$	94,358

Current portion of long-term bank loan consisted of the following:

As of December 31,

2022

2021

Interest rate

Maturity

Guarantee

Balance

Interest rate

Maturity date

Guarantee

Balance

Webank

7.20

December 12, 2023

Secured by Linhai Zhu

　 49,709

Interest expense of the bank loans for the years ended December 31, 2022 and 2021 were $64,709 and $48,787, respectively.

NOTE 10 –ADVANCES FROM CUSTOMERS

Advance from customers consisted of the following:

	As of December 31,
	2022		2021
Customer advances	$	10,130	$	1,246,415

Advance from customers are the prepayment from the customers which are expected to be recognized as revenue during the next year.

NOTE 11 – ACCRUED EXPENSES AND OTHER PAYABLES

Accrued expenses and other payables consisted of the following:

	As of December 31,
	2022		2021
Accrued expenses	$	26,964	$	34,038
Other payable		83,145		53,572
Other tax payable		71,866		98,130
Total	$	181,975	$	185,740

NOTE 12 – INCOME TAXES

The Company’s primary operations are in the PRC, and in accordance with the relevant tax laws and regulations. The corporate income tax rate for this country is as follows:

PRC

Corporate Income Tax (CIT) is determined under the Provisional Regulations of PRC Concerning Income Tax on Enterprises promulgated by the PRC, income tax is payable by enterprises at a rate of 25% of their taxable income.

The following table sets forth current and deferred portion of income tax expense of the Company:

	For the years ended December 31,
	2022		2021
Current income tax expense	$	-	$	-
Deferred income tax expense		-		-
Total		-		-

The following tables provide the reconciliation of the differences between the statutory and effective tax expenses for the year ended December 31, 2022 and 2021:

	For the years ended December 31,
	2022			2021
Loss before income tax	$	673,260		$	971,372
Tax rate at 25%		168,315			242,843
Allowance on tax losses		(168,315	)		(242,843	)
Income tax expense	$	-		$	-

The following table sets forth deferred tax assets of the Company

	For the years ended December 31,
	2022		2021
Deferred tax assets
Inventories written-down	$	4,576	$	4,001
Gross deferred tax assets		4,576		4,001
Less: valuation allowance		-		-
Net deferred tax assets	$	4,576	$	4,001

NOTE 13 – RELATED PARTY TRANSACTIONS

The following is the list of the related parties with which the Company had balances and transactions:

Amount due from related parties

Amount due from related parties consisted of the following:

	As of December 31,
Name of related parties	2022		2021
Guangzhou Jumi Intelligent Equipment Co., Ltd. (#1)	$	75,982	$	779,558
Kangmi Yaolian (Guangzhou) Wulianwang Co., Ltd. (#2)		67,013		76,587
Shanghai Jiuchenbenguo Information and Technology Co., Ltd. (#2)		43,133		46,786
Guangzhou Jumi Intelligent Equipment Co., Ltd. Changsha Branch (#2)		1,666		1,807
	$	187,794	$	904,738

#1	Amount due from Guangzhou Jumi Intelligent Equipment Co., Ltd. was the net balance of accounts receivables from goods sold to and accounts payable to intangible assets purchased from it.

#2	Amount due from Kangmi Yaolian (Guangzhou) Wulianwang Co., Ltd., Shanghai Jiuchenbenguo Information and Technology Co., Ltd., and Guangzhou Jumi Intelligent Equipment Co., Ltd. Changsha Branch were derived from the accounts receivables of goods sold to such parties for current and prior periods.

Amount due to related parties

Amount due to related parties consisted of the following as of the periods indicated:

	As of December 31,
Name of related parties	2022		2021
Yongzhou Jingmi Health technology Co., Ltd. (#3)	$	3,625	$	-
	$	3,625	$	-

#3	Amount due to Yongzhou Jingmi Health technology Co., Ltd. was the advance received from it for the goods sold.

Related parties’ transactions

Sales of goods to related parties consisted of the following for the periods indicated:

	For the years ended December 31,
Name of related parties	2022		2021
Guangzhou Jumi Intelligent Equipment Co., Ltd.	$	1,335,401	$	1,949,836
	$	1,335,401	$	1,949,836

Purchase of materials and intangible assets from related parties consisted of the following for the periods indicated:

	For the years ended December 31,
Name of related parties	2022		2021
Guangzhou Jumi Intelligent Equipment Co., Ltd.	$	647,422	$	532,565
		647,422		532,565

Capital contribution from related parties consisted of the following for the periods indicated:

	For the years ended December 31,
Name of related parties	2022		2021
Guangzhou Jumi Intelligent Equipment Co., Ltd.	$	894,997	$	-
	$	894,997	$	-

Guarantee provided by related parties consisted of the following for the periods indicated:

On March 24, 2021, Linhai Zhu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from Bank of China with outstanding balance of $nil and $408,882 as of December 31, 2022 and 2021, respectively.

On July 19, 2021, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from China Everbright Bank with maximum guarantee amount of $157,262 (RMB 2,000,000) and outstanding balance of $151,869 and $314,319 as of December 31, 2022 and 2021, respectively.

On December 22, 2021, Linhai Zhu provided guarantee for the long-term loan from Webank with outstanding balance of $49,709 and $94,357 as of December 31, 2022 and 2021, respectively.

On May 20, 2022, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the short-term loan from Bank of China with outstanding balance of $507,452 as of December 31, 2022.

On July 22, 2022, Linhai Zhu, his spouse Mei Liu and Guangzhou Jumi Intelligent Equipment Co., Ltd. provided guarantee for the long-term loan from Postal Savings Bank of China with outstanding balance of $336,513 as of December 31, 2022.

On August 16, 2022, Linhai Zhu and his spouse Mei Liu provided guarantee for the short-term loan from China Construction Bank with outstanding balance of $579,945 as of December 31, 2022.

NOTE 14 SHARE CAPITAL

In 2021, the shareholders of the Company made capital contribution in the form of equipment with an amount of $3,829.

In 2022, the shareholders of the Company made capital contribution in cash of $894,997.

As of December 31, 2022 and 2021, the Company had share capital of $3,697,600 and $2,802,603 respectively.

NOTE 15 EARNINGS PER SHARE

Basic earnings per share is computed using the weighted average number of common stock outstanding during the period. Diluted earnings per share is computed using the weighted average number of common stock and, if dilutive, potential common stock outstanding during the period. Potential common stock comprises shares issuable upon the exercise of share-based awards, using the treasury stock method. The reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for income (loss) from operations is shown as follows:

	For the years ended December 31,
	2022			2021

Numerator:
Net loss available to common stockholders	$	(673,260	)	$	(971,372	)
Denominator:
Basic weighted average number of shares outstanding		3,697,600			2,802,603
Diluted weighted average number of shares outstanding		3,697,600			2,802,603
Net loss per share:
Net loss per share of common stock
Basic earnings per share	$	(0.1821	)	$	(0.3466	)
Diluted earnings per share	$	(0.1821	)	$	(0.3466	)

The dilutive earnings per share will not be computed if the effect would be anti-dilutive.

NOTE 16 SEGMENT REPORTING

In accordance with ASC 280-10, Segment Reporting, the Company’s chief operating decision maker (“CODM”), identified as the Company’s Chief Executive Officer, relies upon the consolidated results of operations as a whole when making decisions about allocating resources and assessing the performance of the Company. As a result of the assessment made by CODM, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. As the Company’s long-lived assets are substantially located in the PRC, no geographical segments are presented.

NOTE 17 – SUBSEQUENT EVENTS

On October 18, 2023 JRSIS entered into an Agreement to Contract (the “Agreement”) with Laidian, Zhuowei Zhong, Yongzhou Jumi Intelligent Technology Co., Ltd. (“Yongzhou JIT”), Guangzhou Jumi Intelligent Equipment Co., Ltd. (“Guangzhou JIE”), Linhai Zhu, Yulin Investment (Guangzhou) Partnership L.P. (“Yulin IGP”), Jumi Intelligent Information Technology (Guangzhou) Partnership L.P. (“Jumi IIP”) and Jumi Group Company, Ltd. (“Jumi GCL”). The Agreement contemplates that Laidian will enter into a set of agreements with Yongzhou JIT and Guangzhou JIE (the “Management Agreements”) pursuant to which Laidian will provide to Yongzhou JIT the management services of Laidian’s President, Zhuowei Zhong. In exchange for those services, Yongzhou JIT will pay to Laidian 85.53% of any net income that Yongzhou JIT earns from its medical technology business while being managed by Zhuowei Zhong. In consideration of the agreement by the owners of Yongzhou JIT (i.e. Guangzhou JIE, Linhai Zhu, Yulin IGP and Jumi IIP to the adoption of the Management Agreements by Yongzhou JIT and Guangzhou JIE, JRSIS will issue to Jumi GCL 76,757,439 shares of its common stock. Jumi GCL is a holding company owned by Linhai Zhu, Yulin IGP and Jumi IIP, who are the beneficial owners of 85.53% of Guangzhou JIE, which owns 100% of Yongzhou JIT.

The Management Agreements will be executed and JRSIS will issue the common shares to Jumi GCL at a closing after three conditions to closing have been satisfied:

●

Yongzhou JIT shall have delivered to JRSIS US-GAAP audited financial statements of Yongzhou JIT for the past two fiscal years and such unaudited interim financial statements as will be required by the Rules of the SEC.

●

Zhifei Huang and Zhuowen Chen shall have resigned from the JRSIS Board of Directors and Linhai Zhu shall have been appointed to serve on the Board.

●

The parties shall have agreed that the Management Agreements, when signed, will comply with applicable laws of the Peoplee SEC.the SEC.osing have been satisYongzhou JIT a variable interest entity with respect to Laidian under US-GAAP.

If the closing does not occur on or before December 31, 2023, the Agreement will terminate.

Other than the above disclosure, the Management of the Company has determined that there were no other material subsequent events required to be disclosed or because of which adjustments are needed.

(b) Pro forma financial information.

Pro Forma Condensed Combined Financial Statements

The following pro forma condensed combined balance sheet and pro forma condensed combined income statement have been derived from the financial statements of JRSIS Health Care Corporation at December 31, 2022, and adjusts such information to give the effect of the acquisition of JRSIS and Yongzhou JIT, as if the acquisition had occurred as at January 1, 2022. The pro forma condensed combined balance sheet and income statement are presented for informational purposes only and do not purport to be indicative of the financial condition that would have resulted if the acquisition had been consummated. The pro forma condensed financial statements should be read in conjunction with a reading of the historical financial statements and accompanying notes of JRSIS included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and of Yongzhou JIT included in this Form 8-K for the years ended December 31, 2022 and 2021. Notes of the pro forma adjustments are contained in the pro forma condensed combined financial statements relate to the assumptions of all prior and existing liabilities of the Company upon consummation of the purchase.

For financial reporting purposes, the execution of the Management Agreements represents a “reverse acquisition” rather than a business combination and Yongzhou JIT is legal acquiree while deemed to be the accounting acquirer in the transaction. The execution of the Management Agreements is being accounted for as a reverse acquisition and recapitalization. Yongzhou JIT is the acquirer for financial reporting purposes and JRSIS is the acquired company. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements for periods prior to the execution of the Management Agreements will be those of Yongzhou JIT and will be recorded at the historical cost basis of Yongzhou JIT, and the consolidated financial statements after execution of the Management Agreements will include the assets and liabilities of the Company and Yongzhou JIT, and the historical operations of Yongzhou JIT and operations of the Company from the date of execution of the Management Agreements.

JRSIS HEALTH CARE CORPORATION
AND
YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

PROFORMA CONDENSED COMBINED BALANCE SHEETS

FOR THE YEAR ENDED DECEMBER 31, 2022

	JRSIS			Yongzhou JIT			Adjustments				Combined
	December 31			December 31			December 31				December 31
	2022			2022			2022			Note	2022
	(Audited)			(Audited)			(Unaudited)				(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	58,616		$	158,813		$	-			$	217,429
Accounts receivable, net		-			683,452			-				683,452
Inventories		-			562,015			-				562,015
Advance to suppliers		-			46,954			-				46,954
Prepaid expenses and other current assets, net		2,987			24,600			-				27,587
Deferred expenses		736,393			-			-				736,393
Amount due from the related parties		854			187,794			-				188,648
Total current assets		798,850			1,663,628			-				2,462,478

Non-current assets
Deferred tax assets		-			4,576			-				4,576
Property and equipment, net		38,989			62,223							101,212
Intangible assets, net		-			303,195			-				303,195
Right-of-use assets		18,138			7,686			-				25,824
Total Assets	$	855,977		$	2,041,308		$	-			$	2,897,285

Liabilities and Stockholders’ Equity
Current liabilities
Short-term bank loan	$	-		$	1,239,266		$	-			$	1,239,266
Accounts payable		24,711			272,243			-				296,954
Advance from customers		-			10,130			-				10,130
Amount due to related parties-current		-			3,625			-				3,625
Accrued expenses and other liabilities		1,812			181,975			-				183,787
Income tax payable		-			1,435			-				1,435
Financing lease liabilities-current					5,930							5,930
Operating lease liabilities-current		16,708			6,589			-				23,297
Current portion of long-term bank loan		-			49,709			-				49,709
Total current liabilities		43,231			1,770,902			-				1,814,134

Non-current liabilities
Long-term bank loan		-			336,514			-				336,514
Lease liabilities-non-current		1,430			2,235			-				3,665
Total Liabilities		44,661			2,109,651			-				2,154,312

Stockholders’ Equity
Common stock, par value $0.0001		583			-			7,676		(2)		8,259
Additional paid-in capital		24,510,284			-			3,689,924		(1)		28,200,208
Share capital		-			3,697,600			(3,697,600	)	(1)		-
Accumulated deficit		(23,705,746	)		(3,930,769	)		568,782		(3)		(27,067,733	)
Accumulated other comprehensive income		6,195			164,826			(23,850	)	(3)		147,171
Total stockholders’ equity of the company		811,316			(68,343	)		544,932				1,278,905
Non-controlling interests		-			-			(544,932	)	(3)		(544,932	)
Total Liabilities and Stockholders’ Equity	$	855,977		$	2,041,308		$	-			$	2,897,285

JRSIS HEALTH CARE CORPORATION
AND
YONGZHOU JUMI INTELLIGENT TECHNOLOGY CO., LTD.

PROFORMA CONDENSED COMBINED INCOME STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2022

	JRSIS			Yongzhou JIT			Adjustments				Combined
	December 31			December 31			December 31				December 31
	2022			2022			2022			Note	2022
	(Audited)			(Audited)			(Unaudited)				(Unaudited)
Revenues	$	89,166		$	1,719,130		$	-			$	1,808,296
Cost of revenues		-			1,692,919			-				1,692,919
Gross profit		89,166			26,211			-				115,377

Operating expenses:
Selling and marketing expenses		-			144,651			-				144,651
General and administrative expenses		415,055			283,293			-				698,348
Research and development expenses		-			283,043			-				283,043
Operating expenses		415,055			710,987			-				1,126,042

Operating loss		325,889			684,776			-				1,010,665

Other income (expenses):
Other income (expenses)		(1,741	)		76,225			-				74,484
Impairment loss		-			-			-				-
Interest expenses		-			(64,709	)		-				(64,709	)
Other income (expenses), net		(1,741	)		11,516			-				9,775

Loss before income tax		327,630			673,260			-				1,000,890
Income tax expense		-			-			-				-
Net loss from continued operations		327,630			673,260			-				1,000,890
Net loss from continued operations attributable to non-controlling interest		-			-			97,421		(3)		97,421
Net loss from continued operations attributable to the company		327,630			673,260			(97,421	)	(3)		903,469
Net loss from discontinued operations		33,393,670			-			-				33,393,670
Net loss	$	33,721,300		$	673,260		$	-			$	34,394,560

Other comprehensive income:
Foreign currency translation adjustment from continued operations	$	(17,396	)	$	(53,190	)	$	-			$	(70,586	)
Foreign currency translation adjustment from discontinued operations		(301,922	)		-			-				(301,922	)
Total comprehensive loss from continued operations		310,234			620,070			-				930,304
Total comprehensive loss from continued operations attributable to non-controlling interest		-			-			89,724		(3)		89,724
Total comprehensive loss from continued operations attributable to the company		310,234			620,070			(89,724	)	(3)		840,580
Total comprehensive loss from discontinued operations		33,091,748			-			-				33,091,748
Total comprehensive loss	$	33,401,982		$	620,070		$	-			$	34,022,052

Notes to Pro Forma Condensed Combined Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined balance sheet as of December 31, 2022, and the unaudited pro forma condensed combined income statement for the year ended December 31, 2022, are based on the historical financial statements of JRSIS and Yongzhou JIT after giving effect of the reverse acquisition between JRSIS and Yongzhou JIT on November 30, 2023 as if it had occurred on January 1, 2022, and the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

Note 2 –Adjustments

(1)

To reclassify paid in capital for Yongzhou JIT’s shares.

(2)

To record cancellation of 5,836,659 shares of predecessor owners of JRSIS, and record of issuance of 76,757,439 shares of our Common Stock.

(3)

To reclassify accumulated deficit balance and accumulated other comprehensive income for Yongzhou JIT to reflect the portion of non-controlling interests.

Exhibit 10.b

独家业务合作协议

Exclusive Business Cooperation Agreement

本独家业务合作协议(“本协议”)由以下双方于 2023年11月30日在中华人民共和国 (“中国”) 中山市签署。

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on November 30, 2023 in Zhongshan , the People’s Republic of China (“China” or the “PRC”).

甲方：莱电科技（中山）有限公司

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Party A: Laidian Technology (Zhongshan) Co., Ltd

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road, Changmingshui, Wuguishan district, Zhongshan City

乙方：永州巨米智能科技有限公司

住所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

Party B: Yongzhou Jumi Intelligent Technology Co., Ltd

Address: 1st and 2nd floors of Building 2, Youth Innovation and Entrepreneurship Park, Xiaoxiang Science and Technology Innovation Center, Yongzhou Economic and Technological Development Zone, Hunan Province

甲方和乙方以下各称为” 一方” ，合称为“双方”

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively

鉴于：

Whereas,

1.甲方是一家在中国成立的外商独资企业，从事技术服务、技术开发、技术咨询、技术交流、技术转让、技术推广等。

Party A is a wholly foreign owned enterprise established in China, engaged in technical services, technology development, technology consultation, technology exchange, technology transfer, technology promotion and so on.

2.乙方是一家在中国成立的内资公司，经中国有关政府部门依法批准可以从事智能机器系统生产、智能电气设备制造、自动售卖机制造、计算机信息安全设备制造、图书防盗设备制造、集成电路制造、计算机零部件制造、计算机整机制造、家用厨房电器具制造、家用制冷电器具制造、具有独立功能专用机械制造、安全技术防范产品制造、农副食品加工专用设备制造、食品、酒、饮料及茶生产专用设备制造、工业机器人制造、租赁及销售、安装、维修服务等业务。乙方现时及在本协议有效期内的任何时候所经营并发展的所有业务活动以下合称“主营业务” ;

Party B is a company established in China with exclusively domestic capital, subject to the approvals by relevant Chinese government departments according to law, it can be engaged in intelligent machine system production, intelligent electrical equipment manufacturing, vending machine manufacturing, computer information security equipment manufacturing, book anti-theft equipment manufacturing, integrated circuit manufacturing, computer parts manufacturing, computer whole machine manufacturing, household kitchen electrical appliances manufacturing, household refrigeration electrical appliances manufacturing, special machinery manufacturing with independent functions, safety technology prevention product manufacturing, Agricultural and non-staple food processing special equipment manufacturing, food, wine, beverage and tea production special equipment manufacturing, industrial robot manufacturing, leasing and sales, installation, maintenance services and other business. The businesses conducted by Party B currently anti any time during the term of this Agreement are collectively referred to as the “Principal Business “;

3.甲方同意利用其人员、信息和技术优势，在本协议期间向乙方提供有关主营业务的独家营销服务、管理咨询服务、技术服务和其他服务，乙方同意接受甲方或其指定方按本协议条款的规定提供的各种服务。

Party A is willing to provide Party B with marketing services, management consultation services, technical services and other services on an exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in human resources, information and techno logy, and Party B is willing to accept such services provided by Party A or Party A’s designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements）．

1.服务提供

Services Provided by Party A

1. 1按照本协议条款和条件，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的营销服务、管理咨询服务、技术服务和其他服务，包括但不限于以下内容：

According to the terms and conditions of this Agreement, Party B hereby appoints Party A as Party B’s exclusive services provider during the term of this Agreement to provide Party B with comprehensive marketing services, management consultation services, technical support and other services, including but not limited to the following:

1.1.1 为乙方提供企业管理咨询服务；

Providing business management consultation services for Party B;

1. 1.2 为乙方提供有自助体检、视频问诊、线上续方和自助购药的咨询服务；

Providing Party B with consulting services such as self-service physical examination, video consultation, online renewal and self-help drug purchase.

1.1.3 为乙方提供自助体检、视频问诊、线上续方和自助购药等业务生产、技术支待（中国法律禁止外商独资企业从事的技术支持及服务除外）；

Providing Party B with self-service physical examination, video consultation, online renewal and self-help drug purchase and other business production and technical support (except for technical support and services prohibited by wholly foreign-owned enterprises by Chinese law)

1.1.4 协助乙方进行智能药柜有关的技术和市场信息的咨询、收渠与调研（中国法律禁止外商独资企业从事的市场调查除外）；

Assist Party B in consulting, collecting and researching the technical and market information related to the smart medicine cabinet (except for the market research prohibited by Chinese laws from the wholly foreign-owned enterprises);

l. 1.5 许可乙方使用甲方拥有合法权利的相关域名、商标；

Licensing Party B to use any domain name or trademark legally owned by Party A;

1.1.6 许可乙方使用甲方拥有合法权利的相关软件；

Licensing Party B to use any so 1are legally owned by Party A;

1. 1. 7 提供乙方业务所需的相关应用软件的开发、维护与更新服务；

Providing software development, maintenance and update services necessary for Party B’s business for Party B;

1.1.8为乙方相关人员提供技术支持和专业培训：

Providing technical support and training for employees of Party B;

1.1.9向乙方提供设备、资产出租；和

Leasing of equipment or properties to Party B; and

1.1.10在中国法律允许的悄况下，其他应乙方要求而不时提供的其他相关服务。

Other services requested by Party B from time to time to the extent permitted under PRC law

1.2乙方接受甲方提供的服务。

乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定的服务或其他事宜，乙方不得直接或间接地从任何第三方获得任何与本协议相同或类似的服务，并不得与任何第三方就本协议所述事项建立任何相同或类似的合作关系。甲乙双方同意，甲力提供的服务涉及的技术可以为甲力自有的技术，也可以是甲方从第三方采购的技术。甲方也可以指定其他方（该被指定方可以与乙方签署本协议描签签署描述的某些协议）为乙方提供本协议约定的服务。

Party B agrees to accept all the services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar services provided by any third party and shall not establish identical or similar cooperative relationship with any third party Regarding the matters contemplated by Agreement. Party A and Party B agree that, the technology involved in the services provided by Party A may be the technology owned by Party A or purchased by Party A from any third parties. Party A may appoint other parties, who may enter into certain agreements with Party B, to provide Party B with the services under this Agreement.

1.3服务的提供方式

Service Providing Methodology

1.3.1甲、乙双方同意在本协议有效期内，视情况而定，乙方可以与甲方或甲方指定的其他方进一步签订服务协议，对各项服务的具体内容、方式、人员、收费等进行约定。

Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter in to further service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific services

1.3.2为更好地履行本协议，中乙双方同意，视情况而定，乙方在本协议有效期内将与甲方或甲方指定的其他方根据业务进展需要随时签署知识产权（包括但不限于软件、商标、专利、技术秘密及域名）许可使用协议由甲方将有关的知识产权许可给乙方使用，或签署设备、资产的租用协议，由甲方将有关设备、资产提供给乙方使用。

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into intellectual property (including but not limited to software, trademark, patent, know-how and domain name) licensing agreement with Party A or any other party designated by Party A which shall license Party B to use Party A’s relevant intellectual property rights or may enter into equipment or property leases with Party A or any other party designated by Party A which shall permit Party B to use Party A’s relevant equipment or property based on the needs of the business of Party B.

1.3.3乙方特此向甲方授予一项不可撤销的排他性的购买权，根据该购买权，甲方可在中国法律法规允许的范围内，由甲方自行选择，向乙方购买任何部分或全部资产和/或业务，作价为中国法律允许的最低价格。届时双方将另行签订资产或业务转让合同，对该资产转让的条款和条件进行约定．

Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets and business of Party B , to the extent permitted under PRC law, at the lowest purchase price permitted by PRC law. The Parties shall then enter into a separate assets or business transfer agreement, specifying the terms and conditions of the transfer of the assets.

1.3.4为更好地履行本协议，甲乙双方同意在本协议有效期内将直接或通过其关联方根据业务进展需要随时另行签署专项技术服务协议，即乙方向甲方提供服务项目（包括但不限于通过乙方平台向甲方学员提供教学服务等），甲方向乙方支付相关费用。

To fulfill this Agreement, Party A and Party B agree that during the term of this Agreement, both parties, directly or through their respective affiliates, may enter into separate agreements regarding special technology service based on the needs of the business of Party A, which shall permit Party B lo provide the services (including but not limited to providing educational services for students of Party A through its platform). Party A shall pay a service fee to Party B.

2.服务的价格和支付方式

Calculation and Payment of the Service Fees

2.1乙方应向甲方支付相当于乙方当年经审计净利润总额85.53%的年度服务费( ” 服务费” )。如果乙方的年度净利润为零或负，则乙方无需支付年度服务费。

Party B shall pay an annual service fee to Party A in the equivalent amount of Party B’s audited 85.53% of the total amount of net income of such year (the “Service Fee”). If Party B’s annual net income is zero or negative , Party B is not required to pay the annual Service Fee.

2.2甲方同意，在本协议期限内，甲方享有乙方业务经信的一切经济利益，并承担由此产生的一切风险；为确保乙方能够满足其正常运营现金流要求和或抵消任何运营损失（无论乙方实际发生此类运营损失），甲方可自行决定向乙方提供财务支持（在中国法律法规允许的范围内），甲方可以贷款的形式向乙方提供资金支持，并与乙方签订独立的贷款协议；乙方发生经营损失或出现重大经营困难的，甲方有权随时要求乙方停止经营，乙方应无条件接受甲方的要求。

Party A agrees that, during the term of this Agreement, Party A shall enjoy all economic benefits of, and bear all risks arising from, the business operation of Party B; to ensure that Party B could meet its daily operating cash flow requirements and/or for the purpose of offsetting any operating loss incurred, regardless of Party B’s actual occurrence of such operating losses, Party A may in its full discretion to provide financial support to Party B (to the extent permitted under PRC laws and regulations), and Party A may provide financial support to Part B in the form of loans, and they shall enter into independent loan agreements in relation to such loans; in the event that Party B incurs any operating loss or experiences significant operation difficulties, Party A is entitled to request Party B to cease its operations at any time, and Party B shall unconditionally accept the request of Party A.

2.3如果乙方未能按照木协议的规定支付服务费和其他费用，则乙方应额外向甲方支付违约金，违约金金额为每日滞纳金的 0.05%。

In the event that Party B fails to pay the Service Fee and other expenses in accordance with this Agreement, Party B shall additionally pay liquidated damage in an amount representing 0.05% late payment per day to Party A

2.4甲方有权自费任命其在中国或其他国家的员工或共他注册会计师或审计师 (“甲方授权代表,) 检查乙方的账目，以审查服务费的计算方法和金额。为此，乙方应向甲方授权代表提供所需的所有文件、账目、记录、数据等，以便甲方授权代表审核乙方账目并确定服务费金额，乙方同意甲方股东披露该等信息和材籵，以满足证券法规的要求。除材料错误外，服务费金额应为甲方授权代表确定的金额。

If at its own expense, Party A is entitled to appoint its employees or other certified accountants or auditors in PRC or other countries (the “Authorized Representative of Party A”) to examine Party B’s accounts to review the calculation method and the amount of the Service Fee. For this purpose, Party B shall provide the Authorized Representative of Party A with all requested documents, accounts, records, data, and etc., so that the Authorized Representative of Party A can audit Party B’s accounts and determine the amount of the Service Fee, and Party B consent to the disclosure of such information and materials by Party A’s shareholders to the satisfaction of the requirements of securities regulat10ns Except for material mistakes, the amount of the Service Fee shall be the amount as determined by the Authorized Representative of Party A.

2.5甲、乙双方在此确认，下述服务费仅包括甲方因提供咨询和服务而应支付的报酬。乙方应承担所有差旅费、交通费、邮费以及与聘请注册会计师或审计师有关的所有费用。

Party A and Party B hereby confirm that, the aforementioned Service Fee only includes the compensation that Party A shall be paid for the provision of Consultancy and Services. Party B shall bear all travel expenses, transportation expenses, postage and all expenses in relation to the engagement of the certified accountants or auditors.

2.6乙方应向甲方支付服务费，不得有任何扣除（如银行佣金等），所有扣除均由乙方承担。

Party B shall make payment of the Service Fee to Party A without any deduction (such as bank c01runissions and etc.), and Party B shall bear all such deductions.

2.7双方同意，甲方根据本协议向乙方提供的服务也适用于乙方控制的子公司，乙方应促使其各控制子公司根据本协议行使权利和履行义务。

Both Parties agree that, the services provided by Party A under this Agreement to Party B shall also be applicable to the subsidiaries controlled by Party B, and Party B shall procure each of its controlled subsidiaries to exercise rights and perform obligations in accordance with this Agreement.

2.8甲乙双方同意，因履行本协议而产生的一切经济损失由双方共同承担。

Party A and Party B agree that both parties will jointly bear all economic losses incurred as a result of the performance of this Agreement.

2.9乙方相关股东将其在乙方的股权质押给甲方，以保证乙方根据本协议应支付的所有服务费、违约金、实际费用和赔偿。

Party B’s relevant shareholders will pledge their equity interests in Party B to Party A to secure all Service Fee, liquidated damages, actual expenses and indemnifications payable by Party B under this Agreement.

3.知识产权和保密条款

Intellectual Property rights and Confidentiality Clauses

3.1甲方对履行本协议而产生或创造的任何和所有知识产权（包括但不限于著作权、专利权、专利申请权、软件、技术秘密、商业机密及其他）均享有独占的和排他的所有权、权利和利益。乙方应签署所有适当的文件，采取所有适当的行动，递交所有的文件和I或申请，提供所有适当的协助，以及做出所有其他依据甲方的自行决定认为是必要的行为，以将任何对该等知识产权的所有权、权利和权益赋予甲方，和/或完善对甲方此等知识产权权利的保护。

Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. 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 at 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.

3.2双方承认及确认有关本协议、本协议内容以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三方披露任何保密信息，惟下列信息除外： (1) 公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）； (2) 根据适用法律法规、股贾交易规则或政府部门或法院的命令而所构披露之任何信息；或(3)由任何一方就本协议所述交易而需向其股东、董事、员工、法律或财务顾问披露之信息，而该股东、董事、员工、法律或财务顾问亦需遵守与本条款相类似之保密贡任。如任何一方股东、董事、员工或聘请构机的泄密均视为该方的泄密，需依本协议承担违约责任。

The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third party, except for the information that: (I) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (2) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (3) is required to be disclosed by，any Party to its shareholders, directors, employees, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, legal counsel or financial advisors shall be bound by confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the shareholders, director, employees of or agents engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.

4.陈述和保证

Representations and Warranties

4.1甲方陈述、保证和承诺如下：

Party A hereby represents, warrants and covenants as follows:

4.1.1甲方是按照中国法律合法成立并有效存续的外商独资企业；甲方或其指定的服务提供方将在根据本协议提供任何服务前获得提供该等服务所需的必要政府许可、证照。

Party A is a wholly foreign owned enterprise legally established and validly existing in accordance with the laws of China; Party A or the service providers designated by Party A will obtain necessary government permits and licenses for providing the service under this Agreement before providing such services.

4.1.2甲方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议；甲方对本协议的签署，交付和履行并不违反法律法规的明确规定。

Party A has taken all necessary corporate actions, obtained all necessary authorizations as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation .

4.1.3本协议构成对其合法、有效、约束力并依本协议之条款对其强制执行的义务。

This Agreement constitutes Party A’s legal, valid and binding obligations, enforceable against it in accordance with its terms.

4.2乙方陈述、保证和承诺如下：

Party B hereby represents, warrants and covenants as follows:

4.2.1乙方是按照中国法伴合法成立且有效存续的公司，乙方已获得并将维持从事上营业务所需的全部政府许可、证照。

Party B is a company legally established and validly existing in accordance with the laws of the PRC and has obtained and will maintain all permits and licenses for engaging in the Principal Business in a timely manner.

4.2.2乙方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签定，交付和履行本协议, 乙方对本协议的签定，交付和履行并不违反法律法规的明确规定。

Party B has taken all necessary corporate actions, obtained all necessary authorization s as well as all consents and approvals from third parties and government agencies (if required) for the execution, delivery and performance of this Agreement. Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation.

4.2.3本协议构成对其合法、有效、有约束力并依个协议之条款对其强制执行的义务。

This Agreement constitutes Party B’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms.

4.2.4如在本协议有效期间内的任何时候，中国法律或政府部门对本协议以及相关协议的履行有任何新的规定或其他任何要求，乙方将全力配合甲方对本协议条款作出相应调整和完善，以使其合乎监管要求并且满足与甲方开展独家业务合作的目的。

During the term of this Agreement, if the PRC laws or PRC government authorities set out new regulations or other requirements regarding the performance of this Agreement or relevant agreements, to meet the regulatory requirements and to accomplish the purpose of carrying out exclusive business cooperation with Party A, Party B shall provide full cooperation for Party A to make corresponding adjustments and improvements on the terms of this Agreement

5.协议期限

Term of Agreement

5.1本协议自双方正式签署之日起生效，除非本协议明确约定或甲方书面决定终止本协议，木协议应永久有效。

This Agreement shall become effective upon execution by the Parties. Unless terminated in accordance with the provisions of this Agreement or terminated in writing by Party A, this Agreement shall remain effective

5.2如果在本协议有效期内，任何一方的经营期限届满，则该方应及时续展其经营期限，以使本协议得以继续有效和执行。如一方续展经营期限之申请未获任何主管部门批准或同意，则本协议于该方经营期限届满之时终止。

During the term of this Agreement, each Party shall renew its operation term prior to the expiration thereof so as to enable this Agreement to remain effective. This Agreement shall be terminated upon the expiration of the operation term of a Party if the application for renewal of its operation term is not approved by relevant government authorities.

5.3在本协议终止之后，双方在第 3、6、7 条和第5.3 条下的权利和义务将继续有效。

The rights and obligations of the Parties under Sections 3, 6, 7 and Section 5.3 shall survive the termination of this Agreement.

6.适用法律和争议解决

Govern Law and Resolution of Disputes

6.1本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China

6.2因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向另一方发出要求协商解决的书面通知后 30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国广州仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在广州进行。仲裁裁决是终局性的，对双方均有约束力。

In the event of any dispute with respect to the construction and performance of this Agreement, the Parties s hall 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 Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China Guangzhou Arbitration Commission , in accordance with its arbitration rules. The arbitration shall be conducted in Guangzhou. The arbitration award shall be final and binding on both Parties.

6.3因解释和履行本协议发生任何争议或任何争议,在进行仲裁时，除争议的事项外，双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement

7.违约责任和补偿

Breach of Agreement and Indemnification

7.1若乙方实质性违反本协议项下所作的任何一项约定，甲方有权终止本协议和／或要求乙方给予损害赔偿；本第 7.1 条不应妨碍甲方在本协议下的任何其他权利。

If Party B commits any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and require Party B to indemnify all damages; this Section 7. 1 shall not prejudice any other rights of Party A herein

7.2除非法律另有规定，乙力在任何情况均无权利终止或解除本协议。

Unless otherwise required by applicable laws, Party B shall not have any right to terminate this Agreement in any event.

7.3就甲方根据本协议向乙方提供的服务所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受任何损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意不当行为而产生的。

Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the services provided by Party A to Party B pursuant this Agreement , except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A。

8.不可抗力

Force Majeure

8.1若由于地震、台风、洪水、火灾、流行病、战争、罢工以及其他任何无法预见并且是受影响方无法防止亦无法避免的不可抗力事件( ” 不可抗力” ) ’ 而直接致使本协议任何一方不能履行或不能完全履行本协议，则受上述不可抗力影响的一方不对此不履行或部分履行承担责任。但该受影响方须立即毫不迟延地向另外一方发出书面通知，并须在发出该书面通知后15 天内向另外一方提供不可抗力事件的详情，解释其此种不能履行、部分不能履行或需要迟延履行的原因。

In the case of any force majeure events (the “ Force Majeure “) such as earthquake, typhoon, flood, fire, flu, war, strikes or any other events that cannot be predicted and are unpreventable and unavoidable by the affected Party, which directly or indirectly causes the failure of either Party to perform or completely perform this Agreement, then the Party affected by such Force Majeure shall。give the other Party written notices without any delay, and shall provide details of such event within 15 days after sending out such notice, explaining the reasons for such failure of, partial or delay of performance.

8.2若主张不可抗力的一方未能根据以上规定通知另一方并提供适当证明，其不得免于未能履行其在本协议项下义务的责任。受不可抗力影响的一方应作出合理的努力，以减低该不可抗力造成的后果，并在该不可抗力终止后尽快恢复履行所有有关义务。如受不可抗力影响一的方在因不可抗力而暂免履行义务的理由消失后未有恢复履行有关义务，该方应就此向另一方承担责任。

lf such Party claiming Force Majeure fails to notify the other Party and furnish it with proof pursuant to the above provision, such Party shall not be excused from the non-performance of its obligations hereunder. The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize the consequences of such Force Majeure and to promptly resume performance hereunder whenever the causes of such excuse are cured. Should the Party so affected by the event of Force Majeure to resume performance hereunder when the causes of such excuse are cured, such Party shall be liable to the other Party.

8.3不可抗力发生时，双方应立即互相协商，以求达致公平解决方案，并须作出一切合理努力，尽证减低该不可抗力造成的后果。

In the event of Force Majeure, the Parties shall immediately consult with each other to find an equitable solution and shall use all reasonable endeavors to minimize the consequences of such Force Majeure.

9.通知

Notices

9.1本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传耳的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications require d or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below. A confirmation copy of each notice shall also be sent by email. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

9.1. 1通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在接收或拒收之口为有效送达日。

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.

9.1.2通知如果是以传真发出的，则以成功传这之日为有效送达日（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transm1ss1on).

9.2为通知的目的，双方地址如下：

For the purpose of notices, the addresses of the Parties are as follows:

甲方：莱电科技（中山）有限公司

Party A: Laidian Technology (Zhongshan) Co., Ltd

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road,Changmingshui,Wuguishan district, Zhongshan City

收件人：钟卓伟

Recipient:Zhong Zhuowei

电话：

Contact No.：

乙方：永州巨米智能科技有限公司

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

仕所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

收件人：朱林海

Recipient:Zhu Linhai

电话：

Contact No.：

9.3任何方可按本条规定随时给另方发出通知来改变接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.

10.协议的转让

Assignment

10.1乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方书面同意。

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

10.2乙方在此同意，甲方可以向第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙力发出书面通知，并且无需再就该等转让征得乙方的同意。

Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party and in case of such assignment; Pa 门 y A is only required to give written notice to Party B and does not need any consent from Party B for such assignment

11. 协议的分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方同意的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

ln the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforce ability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall negotiate in good faith to rep lace such in valid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions s hall be as close as possible to the economic effect of those invalid, illegal or unenforceable pro visions.

12.协议的修改、补充

Amendments and Supplements

双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。

Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.

13.语言和副本

language and Counterparts

本协议以中文和英文书写，一式四份，甲乙双方各待二份。中英文版本具有同等效力；中英文版本如有歧义，应以中文版本为准。

This Agreement is written in both Chinese and English language in four copies, each Party having two copies. The Chinese version and English version shall have equal legal validity . If there is any discrepancy between Chinese version and English version, Chinese version prevails.

本页其余部分刻意留为空白

The Reminder of the page is intentionally left blank.

有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本《独家业务合作协议》，以昭信守。

In witness whereof, the Parties have caused their authorized representatives to sign this Exclusive Business Cooperation Agreement on the date stated above.

甲方（盖章）：

Party A (Stamp):

授权代表（签字）：

Authorized Representative(Signature):

授权代表姓名：

Name of the Authorized Representative :

授权代表职位：

Title of the Authorized Representative:

乙方（盖章）：

Party B (Stamp):

授权代表（签字）：

Authorized Representative(Signature):

授权代表姓名：

Name of the Authorized Representative :

授权代表职位：

Title of the Authorized Representative:

Exhibit 10.c

股权质押协议

Equity Interest Pledge Agreement

本股权质押协议（下称“本协议”)由下列各方于 2023年11月30日在中华人民共和国（下称＂中国”)中山市签订。

This Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on November 30, 2023 in Zhongshan City, the People’s Republic of China (“China” or the “ PRC”):

甲方（下称“质权方”) : 莱电科技（中山）有限公司

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Party A (hereinafter “ Pledgee”): Laidian Technology (Zhongshan) Co., Ltd

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road, Changmingshui, Wuguishan district, Zhongshan City

乙方（下称“出质方”) : 广州巨米智能设备有限公司

住所地：广州市白云区北太路1633号广州民营科技园科园路35号

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

Address: No. 35, Keyuan Road, Guangzhou Private Science Park, No. 1633, Beitai Road, Baiyun District, Guangzhou

丙方：永州巨米智能科技有限公司

住所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

Party C: Yongzhou Jumi Intelligent Technology Co., Ltd

在本协议中，甲方、乙方、丙方以下各称“一方”，合称“各方”

In this Agreement, Party A, Party B, Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

鉴于：

Whereas:

1 在本协议签署日，出质方持有丙方 100% 的股权，代表丙方注册资本人民币 3000 万元。丙方有意在此确认出质方和质权方在本协议下的权利和义务并提供必要的协助登记该质权；

Pledgor is a citizen of China who as of the date hereof holds 100% of the equity interest in Party C, representing RMB30 million in the registered capital of Party C. Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement , and intends to provide any necessary assistance in registering the Pledge;

2 质权方是一家在中国注册的外商独资企业。质权方与出质方签订了业务合作协议（定义如下）；质权方与出质方、丙方签订了独家购买权协议（定义如下）；出质方签署了授权质权方的授权委托书；

Pledgee is a wholly foreign-owned enterprise registered in China. Pledgee and Party C, owned by Pledgor, have executed an Exclusive Business Cooperation Agreement (as defined below) ; Party C, Pledgce and Pledgor have executed an Exclusive Option Agreement (as defined below); and Pledgor has executed a Power of Attorney to Pledgee.

3 为了保址丙方和出质方履行独家业务合作协议、独家购买权协议和授权委托书项下的义务，出质方以其在丙方中拥有的全部股权向质权方就丙方和出质方履行, 业务合作协议、独家购头权协议和授权委托书做出质押担保。

To ensure that Party C and Pledgor fully perform their obligations under the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement, and the Power of Attorney, Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party C as security for Party C’s and Pledgor’s obligations under the Exclusive Business Cooperation Agreements, the Exclusive Option Agreement and the Power of Attorney.

为了履行交易文件的条款，各方商定按照以下条款签订本协议。

To perform the provisions of the Transaction Documents, the Parties have mutually agreed to executes Agreement upon the following terms。

1.定义

Definitions

除非本协议另有规定，下列词语含义为：

Unless otherwise provided herein, the terms below shall have the following meanings:

1．1质权：指出质方根据本协议第 2 条给予质权方的担保物权，即指质权方所享有的，以出质方质押给质权方的质押股权折价或拍实、变实该质押股权的价款优先受偿的权利。

Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis with the conversion, auction or sales price of the Equity Interest.

1.2质押股权：指出质方现在和将来持有的其在丙方全部股权权益。

Equity Interest: s hall refer to all of the equity interest now held and hereafter acquired by Pledgor in Party C

1.3质押期限：指本协议第 3.1 条规定的期间。

Term of Pledge: shall refer to the term set forth in Section 3.1 of this Agreement.

1.4交易文件：指丙方与质权方于 2023年11月30日签订的独家业务合作协议，出质方、丙方与质权方于 2023年11月30日签订的独家购买权协议，和出质方于 2023年11月30日签署的授权委托书，以及对前述文件的任何修改、修订和/或陈述。

Transaction Documents: shall refer to the Exclusive Business Cooperation Agreement executed by and between Party C and Pledgee on November 30, 2023 (the “‘Exclusive Business Cooperation Agreement”), the Exclusive Option Agreement executed by and among Party C, Pledgee and Pledgor on November 30, 2023 (the “’Exclusive Option Agreement”), Power of Attorney executed on November 30, 2023 by Pled go r (the “Power of Attorney”) and any modification. amendment and restatement to the aforementioned documents.

1.5合同义务：指出质方在独家购买权协议、授权委托书和本协议项下所负的所有义务；丙方在业务合作协议、独家购买权协议、和本协议项下所负的所有义务。

Contract Obligation: shall refer to all the obligations of Pledgor under the Exclusive Option Agreement and the Power of Attorney; and all the obligations of Party C under the Exclusive Cooperation Agreement , the Exclusive Option Agreement and this Agreement.

1.6担保债务：指质权方因出质方和／或丙方的任何违约事件而遭受的全部且接、间接、衍生损失和可预计利益的丧失，该等损失的金额的依据包括但不限于质权方合理的商业计划和盈利预测、丙方在业务合作协议项下应支付的服务费用，及质权方为强制出质方和／或丙方执行其合同义务而发生的所有费用．

Secured Indebtedness: shall refer to all the direct, indirect or derivative losses of Pledgee, including loss of expected profits, incurred as a result of any Event of Default (as defined below). The amount of such loss shall be based on, including but not limited to the reasonable business plan and profit forecast of Pledgee 、 the consulting and service fees payable to Pledgee under the Exclusive Business Cooperation Agreement and all expenses occurred in connect ion with enforcement by Pledgee of Pledgor’s and/or Party C’s Contract Obligation

1.7违约事件：指本协议第7条所列任何情况。

Event of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.8违约通知：指质权方根据本协议发出的违约事件的通知。

Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.

2.质权

The Pledge

2.1出质方兹同意将质押股权按照本协议的约定出质给质权方作为履行合同义务和偿还担保侦务的担保。丙方兹同意出质方按照本协议的约定将质押股权出质给质权方。

Pledgor agrees to pledge all the Equity Interest as security for performance of the Contract Obligation and payment of the Secured Indebtedness under this Agreement. Party C hereby assents that Pledgor pledges the Equity Interest to the Pledgee pursuant to this Agreement.

2.2在质押期限内，质权方有权收取质押股权所产生的红利或股利。在质权方事先书面同意的情况下，出质方方可就质押股权而分得股利或分红。出质方因质押股权而分得的股利或分红应根据质权方的要求( 1 ) 存入质权方的指定帐户内，受质权方监管，并用于扣除合同义务和首先消偿担保债务；或者(2) 在不违反中国法律的前提下，将此等红利、股利无条件地赠送给质权方或质权方指定的人。

During the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity Interest. Pledgor may receive dividends distributed on the Equity Interest only with prior written consent from Pledgee. Dividends received by Pledgor on Equity Interest shall be, subject to requirement of Pledgee, (1) deposited into an account designated and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to make any other payment; or (2) unconditionally given to Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws.

2.3在质权方事先书面同意的悄况下，出质方可对丙方增资。出质方因对公司增资而在公司注册资本中增加的出资额亦属于质押股权。

Pledgor may subscribe for a capital increase in Party C only with prior written consent of Pledgee Any equity interest obtained by the Pledgor in future capital increase shall be deemed as Equity Interest as well.

2.4如丙方根据中国法律的强制性规定需予以解散或清偿，出质方在丙方依法完成解散或清算程序后，从丙方依法分配的任何利益，应根据质权方的要求 ( 1 ) 存入质权方的指定帐户内，受质权方监管，并用于担保合同义务和首先清偿担保债务；或者(2) 在不违反中国法律的前提下，无条件地赠予质权方或质权方指定的人。

In the event that Party C is required by PRC law to be liquidated or dissolved, any interest distributed to Pledgor upon Party C’s dissolution or liquidation shall be (1) deposited into an account designate and supervised by Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness prior and in preference to making any other payment; or (2) unconditionally given to Pledgee or any other person designated by Pledgee to the extent permitted under applicable PRC laws.

3.质押期限

Term of Pledge

3.1本质权自本协议项下的质押股权出质在本协议签署起生效，质权有效期持续到所有合同义务和担保债务履行完毕为止。

The Pledge shall become effective on such date when this Agreement is signed. The Pledge shall be continuously valid until all Contract Obligations and Secured Indebtedness have been fully performed and paid.

3.2质押期限内,如出质方和／或丙方未履行合同义务或支付担保债务，质权方有权但无义务按本协议的规定行使质权。

During the Term of Pledge, in the event Pledgor and/or Party C fails to perform the Contract Obligation or pay Secured Indebtedness, Pledgee shall have the right, but not the obligation, to exercise the Pledge in accordance with the provisions of this Agreement

4.质权凭证的保管

Custody of Records for Equity Interest subject to Pledge

4.1在本协议规定的质押期限内,出质方应将其在丙方的股权出资证明书及记载质权的股东名册交付质权方保管。出质方应在本协议签订之日起一周内将上述股权出资证明书及股东名册交付给质权方。质权方将在个协议规定的全部质押期间一并保管这些文件。

During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such documents during the entire Term of Pledge set forth in this Agreement

5.出质方和丙方的陈述和保证

Representations and Warranties of Pledgor and Part y C

出质方和丙方特此在本协议签署之日向质权方共同及分别陈述和保证如下：

As of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:

5.1出质方是质押股权唯一的合法所有人。

Pledgor is the sole legal and beneficial owner of the Equity Interest.

5.2质权方有权以本协议规定的方式处分开转让质押股权。

Pledgec shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions settorth in this Agreement.

5.3除本质权之外，出质方未在质押股权上设置任何其他质押权利或其他担保权益。

Except for the Pledge, Pledgor has not placed any security interest or other encumbrance on the Equity Interest.

5.4 出质方和丙方已经取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议。

Pledgor and Party C have obtained any and all approvals and consents from applicable government authorities and third parties (if required) for execution, delivery and performance of this Agreement.

5.5本协议的签署、交付和履行均不会： (i)导致违反任何有关的中国法律； (ii) 与丙方政府或其他组织文件相抵触； (iii)导致违反其是一方或对其有约束方的任何合同或文件，或构成其是一方或对其有约束方的任何合同或文件项下的违约； (iv)导致违反有关向任何一方颁发的任何许可或批准的授予和（或）继续有效任的何条件；或(v) 导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件。

The execution, deli very and performance of this Agreement will not: (i) viol ate any relevant PRC laws; (ii) conflict with Party C’s articles of association or other constitutional documents; (iii) result in any breach of or constitute any default under any contract or instrument to which it is a party or by which 仆 is otherwise bound; (iv) result in any violation of any condition for the grant and/or maintenance of any permit or approval granted to any Party; or (v) cause any permit or approval granted to any Party to be suspended, cancelled or attached with additional conditions.

6.出质方和丙方的承诺

Covenants of Pledgor and Party C

6.1在本协议存续期间，出质方和丙方共同和分别向质权方承诺：

Pledgor and Party C hereby jointly and severally covenant to the Pledgee:

6.1.1除履行交易文件外，未经质权方书先书面同意，出质方不得转让质押股权或其任何部分，不得在质押股权上设立或允许存在任何担保或其他债务负担；

Pledgor shall not transfer the Equity Interest, or place or perm it the existence of any security interest or other encumbrance on the Equity Interest or any portion thereof, without the prior written consent of Pledgee, except for the performance of the Transaction Documents;

6.1.2出质方和丙方遵守并执行所有有关权利质押的法律、法规的规定，在收到有关主管机关就质权发出或制定的通知、指令或建议时，五日内向质权方出示上述通知、指令或建议，同时遵守上述通知、指令或建议，或按照质权方的合理要求或经质权方同意就上述事宜提出反对意见和陈述。

Pledgor and Party C shall comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’ s reasonable request or upon consent of Pledgee;

6.1.3出质方和丙方将任何可能导致对质押股权或其任何部分的权利产生影响的事件或收到的通知，以及可能改变出质方在本协议中的任何保证、义务或对出质方履行其在本协议中义务可能产生影响的任何事件或收到的通知及时通知质权方。

Pledgor and Party C shall promptly notify Pledgee of any event or notice received by Pledgor that may have an impact on Pledgee ’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement

6.1.4丙方应在其经营期限届时前二个月内办理完成延长经营期限的登记手续，以使本协议的效方得以持续。

Party C shall complete the registration procedures for extension of the term of operation within three (3) months prior to the expiration of such term to maintain the validity of this Agreement。

6.2出质方同意，质权方按本协议条款取得的对质权享有的权利，不应受到出质方或出质方的继承人或出质方之委托人或任何其他人通过法律程序的中断或妨碍。

Pledgor agrees that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be intercepted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings

6.3出质方向质权方保证，为保护或完善本协议对合同义务和担保义务的担保，出质方将诚实签署、并促使其他与质权有利害关系的当书人签署质权方所要求的所有的权利证书、契约和／或履行并促使其他有利害关系的当事人履行质权方所要求的行为，并为本协议赋予质权方之权利、授权的行使提供便利，与质权方或其指定的人（自然人／法人）签署所有的有关质押股权所有权的文件，并在合理期间内向质权方提供共认为需要的所有的有关质权的通知、命令及决定。

To protect or perfect the security interest granted by this Agreement for the Contract Obligation and Secured Indebtedness, Pledgor hereby undertakes to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertakes to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal per so ns). Pledgor undertakes to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Plcdgee。

6.4出质方向质权方保证，出质方将遵守、履行本协议项下所有的保证、承诺、协议、陈述及条件。如出质方不履行或不完全履行其保证、承诺、协议、陈述及条件，出质方应赔偿质权方由此遭受的一切损失。

Pledger hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgce for all losses resulting therefrom.

7.违约事件

Event of Breach

7.1下列几项均被视为违约事件：

The following circumstances shall be deemed Event of Default:

7.1.1出质方对其在交易文件及／或本协议项下的任何义务的违反

any breach by Pledgor of any obligations under the Transaction Documents and/or this Agreement.

7.1.2丙方对其在交易文件及／或本协议项下的任何义务的违反。

any breach by Party C of any obligations under the Transaction Documents and/or this Agreement.

7.2如知道或发现本第7.1 条所述的任何事项或可能导致上述上项的事件已经发生，出质方和丙方应立即以书面形式通知质权方。

Upon notice or discovery of the occurrence of any circumstances or event that may lea d to the aforementioned circumstances described in Section 7.1, Plelgor and Party C shall immediately notify Pledgee in writing accordingly

7.3除非第 7.1 条下的违约事件在质权方向出质方和/或丙方发出要求其修补此违约行为通知后的二日之内已经按质权方要求获得救济，质权方在其后的任何时间，可向出质方发出书面违约通知，要求依据第 8 条行使质权。

Unless an Event of Default se t forth in Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee and /or Party C delivers a notice to the Pledgor requesting remedy for such Event of Default, Pledgee may issue a No tice of D e fault to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately honor the Pledge in accordance with the provisions of Article 8 of this Agreement.

8.质权的行使

Exercise of Pledge

8.1在质权方行使其质押权利时，质权方可以向出质方发出书面违约通知。

Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge

8.2受限于第 7.3 条的规定，质权方可在按第 8.1 条发出违约通知之后的任何时间里对质权行使处分的权利。质权方决定行使处分质权的权利时，出质方即不再拥有任何与质押股权有关的权利和利益。

Subject to the provisions of Section 7.3, Pledgec may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 8.1. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.

8.3质权方有权根据第8.1条发出违约通知后，行使其根据中国法律、交易文件及本协议条款而享有的全部违约救济权利，包括（但不限于）以质押股权折价或以拍卖、变卖质押股权所得的价款以优先受偿。质权方对其合理行使该等权利和权利造成的任何损失不负责任。

After Pledgee issues a Notice of Default Pledgee in accordance with Section 8.1, Pledgee may exercise any remedy measure under applicable PRC laws, the Transaction Documents and this Agreement, including but not limited to being compensated in priority by the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall have no liability for any loss incurred by its due exercise of such rights and powers

8.4质权方行使质权获得的款项，应优先支付因处分质押股权而应缴的税费和向质权方履行合同义务及偿还担保债务。扣除上述款项后如有余款，质权方应将余款交还出质方或根据有关法律、法规对该款项亨有权利的其他人或者向出质方所在地公证机关提存（由此所生之任何费用全部由出质方承担）；在中国法律允许的情况下，出质方应将下述款项无条件地赠予质权方或质权方指定的人。

The proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses incurred by disposing of the Equity Interest and performing Contract Obligations and to pay the Secured Indebtedness prior and in preference to any other payment. After the payment of the aforementioned amounts, the remaining balance shall be returned to Pledgor or any other person who has rights to such balance under applicable laws or be deposited to the local notary public office where Pledgor resides, with all expense incurred being borne by Pledgor. To the extent permitted under applicable PRC laws, Pledgor shall unconditionally give the aforementioned proceeds to Pledgee or any other person designated by Pledgee。

8.5质权方有权选择同时或先后行使其卓有的任何违约救济，质权方在行使本协议项下的以质押股权折价或拍卖、变卖质押股权所得款项优先受偿的权利前，无须先行使其他违约救济。

Pledgee has the right to exercise any remedial measure available simultaneously or in any order Pledgee may exercise the right to be compensated om the Equity Pledge in priority to the conversion of the Equity Pledge or from the proceeds from auction or sale of the Equity Interest under this Agreement, without exercising any other remedy measure first。

8.6质权方有权以书面方式指定共律师或共他代理人行使共质权，出质方或丙方对此均不得提出异议。

Pledgee is entitled to designate an attorney or other representatives to exercise the Pledge on its behalf and Pledgor and Party C shall not raise any objection to such exercise.

8.7质权方依照本协议处分质权时，出质方和丙方应予以必要的协助，以使质权方实现其质权。

When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.

9.违约责任

Breach of Agreement

9.1若出质方或丙方实质性违反本协议项下所作的任何一项约定，出质方有权终止本协议并要求违约方给予损害赔偿：本第 9 条不应妨碍质权方在本协议下的任何其他权利；

If Plcdgor or Party C commits any material breach of any term of this Agreement, Pledgee shall have right to terminate this Agreement and require Pledgor or Party C to compensate all damages; this Section 9 shall not prejudice any other rights of Pledgee herein;

9.2若质权方违反本协议项下所作的任何项约定，除非法律另有规定，出质方或丙方在任何情况均无任何权利终止或解除本协议。

If Pledgee commits any breach of any term of his Agreement, Pledgor or Party C shall not terminate this Agreement in any event unless other vise required by applicable laws

10.转让

Assignment

10.1 除非经质权方事先同意，出质方无权赠与或转让其在本协议项下的权利义务。

Without Pledgce’s prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligation s under this Agreement

10.2本协议对出质方及继受人和经许可的受让人均有约束方，并且对质权方及每一继任人和受让人有效。

This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns

10.3质权方可以在任何时候将其在交易文件中的所有或任何权利和义务转让给其指定的人，在这种情况下，受让人应享有和承担个协议项下质权方享有和承担的权利和义务，如同其作为原协议方应享有和承担的一样。质权方转让业务合作协议项下的权利和义务时，应质权方要求，出质方和／或丙方应就此转让签署有关协议和／或文件。

At any time, Pledgee may assign any and all of its rights and obligations under the Transaction Documents to its designee(s), in which case the assign s shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee’s request, Pledgor and/or Party C shall execute relevant agreements or other documents relating to such assignment.

10.4因转让所导致的质权方变更后，应质权方要求，出质方和/或丙方应与新的质权方签订一份内容与本协议一致的新质押协议，并在相应的工商行政管理机关进行登记。

In the event of a change in Pledgee due to an assignment, Pledgor and/or Party C shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement, and register the same with the relevant ATC。

10.5出质方和丙方应严格遵守本协议和各方单独或共同签署的其他有关协议的规定包括交易文件，履行交易文件项下的义务，并个进行任何足以影响协议的有效性和可强制执行性的作为/不作为。除非根据质权方的书面指示，出质方不得行使其对质押股权还保存的权利。

Pledgor and Party C shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Transaction Documents, perform the obligations hereunder and thereunder, and refrain from any action/ omission that may affect the effectiveness and enforceability thereof. Any remaining right s of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.

11.终止

Termination

11.1 在出质方和丙方充分、完全地履行了所有的合同义务和消偿了所有的担保债务后，质权方应根据出质方的要求，在尽早合理可行的时间内，解除本协议下的质押股权的质押，并配合出质方办理注销在丙方的股东名册内所有的股权质押的登记以及办理在相关工商行政管理部门的质押注销登记。

Upon the fulfillment of all Contract Obligation and the full payment of all Secured Indebtedness by Pledgor and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor ’s request as soon as reasonably practicable and shall assist Pledgor to de-register the Pledge from the shareholders’ register of Party C and with relevant PRC local administration for industry and commerce.

11.2 本协议第 9、13 、14 条和本第 11.2 条的规定在本协议终止后继续有效。

The provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the expiration or termination of this Agreement.

12.手续费及其他费用

Handling Fees and Other Expenses

一切与本协议有关的费用及实际开支，其中包括但不限于法律费用、工本费、印花税以及任何其他税收、费用等全部由丙方承担。

All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by Party C。

13.保密责任

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资抖均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外； (a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露； ( b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何方下作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约贡任。无论本协议以任何理由终止，本条款仍然生效。

(a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure);

(b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsel or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsel or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of Agreement. This Section shall survive the termination of this Agreement for any reason.

14.适用法律和争议的解决

Governing Law and Resolution of Disputes

14.1本协议的订立、效方、解释、履行、修改和终止以及争议的解决均适用中国法律。

The execution, effectiveness, construction , performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China

14.2因解释和履行本协议而发牛的任何争议，本协议各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30日之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国广州仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在广州进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束方。

ln 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. ln 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 the China Guangzhou Arbitration Commission, in accordance with its Arbitration Rules. The arbitration shall be conducted in Guangzhou, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

14.3因解释和履行本协议发生任何争议或任何争议止在进行仲裁时，除争议的事项外，本协议各方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。

Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement

15.通知

Notices

15.1本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

15.2 通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址住发送或拒收之日为有效送达日．

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of delivery or refusal at the address specified for notices.

15.3通知如果是以传真发出的，则以成功传送之日为有效送达日(应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidence d by an automatically generated confirmation of transmission)

15.4为通知的目的，各方地址如下：

For the purpose of notices , the addresses of the Parties are as follows

甲方：莱电科技（中山）有限公司

Party A: Laidian Technology (Zhongshan) Co., Ltd

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road,Changmingshui,Wuguishan district, Zhongshan City

收件人：钟卓伟

Recipient:Zhong Zhuowei

电话：

Contact No.：

乙方：广州巨米智能设备有限公司

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

住所地：广州市白云区北太路1633号广州民营科技园科园路35号

Address: No. 35, Keyuan Road, Guangzhou Private Science Park, No. 1633, Beitai Road, Baiyun District, Guangzhou

收件人：朱林海

Recipient:Zhu Linhai

电话：

Contact No.：

丙方：永州巨米智能科技有限公司

Party C: Yongzhou Jumi Intelligent Technology Co., Ltd

住所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

收件人：朱林海

Recipient:Zhu Linhai

电话：

Contact No.：

15.5任何方可按本条规定随时给其他各方发出通知米改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

16.分割性

Severability

如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。各方应通过诚意磋商，争取以法律许可以及各方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。

In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

17.附件

Attachments

本协议所列附件，为本协议不可分割的组成部分。

The attachments set forth herein shall be an integral part of this Agreement.

18.生效

Effectiveness

18.1本协议自各方正式签署之日起生效。

This Agreement shall become effective upon execution by the Parties.

18.2本协议的任何修改、补充或变更，均须采用书面形式，经各方签字或盖章并按规定办理政府登记（如有）后生效。

Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.

19.语言和副本

Language and Counterparts

本协议以中文和英文书就，一式陆份，质权方、出质方和丙方各待一份，剩余一份用于登记，各份具有同等效力；中英文本如有冲突，应以中文为准。

This Agreement is written in Chinese and English in six copies . Pledger, Pledgee and Party C shall hold one copy respectively and the other copy shall be used for registration. Each copy of this Agreement shall have equal validity. In case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

本页其余部分刻意留为空白

The Remainder of this page is intentionally left blank

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本股权质押协议并即生效，以昭信守。

In witness whereof, the Parties have caused their authorized representatives to execute this Equity Pledge Agreement on the date set forth above, and it shall become effective henceforth.

甲方（下称“质权方”) :

Party A (hereinafter as “pledgee”):

甲方：莱电科技（中山）有限公司

Party A (hereinafter “ Pledgee”): Laidian Technology (Zhongshan) Co., Ltd

授权代表（签字）：

Authorized representative (Signature):

职位：法定代表人

Title: Legal Representative

乙方（下称“出质方”) : 广州巨米智能设备有限公司

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

授权代表（签字）：

Authorized representative (Signature):

职位：法定代表人

Title: Legal Representative

丙方：永州巨米智能科技有限公司

Party C: Yongzhou Jumi Intelligent Technology Co., Ltd

授权代表（签字）：

Authorized representative (Signature):

职位：法定代表人

Title: Legal Representative

附件：

Attachments:

1 独家业务合作协议

Exclusive Business Cooperation Agreement

2 独家购买权协议

Exclusive Option Agreement

3.授权委托书

Power of Attorney

Exhibit 10.d

独家购买权协议

Exclusive Option Agreement

本独家购买权协议（下称“本协议”)由以下各方于 2023 年 11月30日在中华人民共和国（下称“中国”)中山市签订：

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the on November 30, 2023 in Zhongshan, the People’s Republic of China (“China” or the “PRC”):

甲方：莱电科技（中山）有限公司

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Party A: Laidian Technology (Zhongshan) Co., Ltd

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road,Changmingshui,Wuguishan district, Zhongshan City

乙方：广州巨米智能设备有限公司

住所地：广州市白云区北太路1633号广州民营科技园科园路35号

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

Address: No. 35, Keyuan Road, Guangzhou Private Science Park, No. 1633, Beitai Road, Baiyun District, Guangzhou

丙方：永州巨米智能科技有限公司

住所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

Party C: Yongzhou Jumi Intelligent Technology Co., Ltd

在本协议中，甲方、乙方、以下各称“一方”，合称“各方”。

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”

鉴于：

Whereas :

乙方是丙方的股东；在本协议签署日，乙方持有丙方 100% 的股权，代表丙方注册资本人民币 3000 万元。

Party B is the shareholder of Party C and as of the date hereof holds 100% of the equity interests in Party C, representing RMB 30 million in the registered capital of Party C.

现各方协商一致，达成如下协议：

Now therefore, upon mutual discussion and negotiation, the Parties have reached the following agreement:

1.股权买卖

Sale and Purchase of Equity Interest

1.1授子权利

Option Granted

乙方在此不可撤销地授予甲方在中国法律允许的前提下，按照甲方自行决定的行使步骤，并按照本协议笫1.3 条所述的价格，随时一次或多次从乙方购买或指定一人或多人( “被指定人” ) 从乙方购买其届时所持有的丙方的全部或部分股权的一项不可撤销的专有权( ” 股权购买权” )。除甲方和被指定人外，任何第三人均不得享有股权购买权或其他与乙股权有关的权利。丙方特此同意乙方向甲方授予股权购买权。木款及本协议所规定的 ” 人” 指个人、公司、合伙企业、合伙、企业或非公司组织。

Party B hereby irrevocably grants Party A an irrevocable and exclusive right to purchase, or designate one or more persons (each, a “Designee”) to purchase the equity interests in Party C then held by Party 8 once or at multiple times in part or in whole at Party A’s sole and absolute discretion to the extent permitted by Chinese laws and at the price described in Section 1.3 herein (such right being the “Equity Interest Purchase Option”). Except for Party A and the Designee(s), no other person shall be entitled to the Equity Interest Purchase Option or other rights with respect to the equity interests of Party B. Party C hereby agrees to the grant by Party 8 of the Equity Interest Purchase Option to Party A. The term “person” as used herein shall refer to individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations.

1.2行使步骤

Steps for Exercise of Equity Interest Purchase Option

甲方行使其股权购买权以符合中国法律和法规的规定为前提。甲方行使股权购买权时，应向乙方发出书由通知(“股权购买通知”)应载明以下事项： ( a) 甲方或被指定人关于行使股权购买权的决定; (b)甲方或被指定人拟从乙方购买的股权份额(“被购买股权”); 和(c)被购买股权的购买转让日。

Subject to the provisions of the laws and regulations of China, Party A may exercise the Equity Interest Purchase Option by issuing a written notice to Party B (the “Equity Interest Purchase Option Notice”), specifying: (a) Party A’s or the Designee’s decision to exercise the Equity Interest Purchase Option; (b) the portion of equity interests to be purchased by Party A or the Designee from Party B (the “Optioned Interests”); and (c) the transfer date for the Equity Interest Purchase Option purchased.

1.3股权对价

Equity Interest Purchase Price

甲方行使股权购买权购买乙方在丙方待有的全部股权的对价(“基准对价”)应为中华人民共和国政府允许的最低价格。

The purchase price of all equity interests held by Party 8, in Party C purchased by Party A by exercising the Equity Interest Purchase Option (the “Base Price” ) s hall be the lowest price the PRC government will permit.

1.4转让被购买股权

Transfer of the purchased equity

甲方每次行使股权购买权时：

For each exercise of the Equity Interest Purchase option:

1.4.1 乙方、丙方及时召开股东会会议，在该会议上，应通过批准乙方向甲方和／或被指定人转让被购买股权的决议；

Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B’s transfer of the Optioned Interests to Party A and/or the Designee(s);

1.4.2 乙方应就其向甲方和／或被指定人转让被购买股权取得丙方其他股东同意该转让并放弃优先购买权的书面说明（如适用）。

Party B shall obtain written statements from the other shareholders of Party C giving consent to the transfer of the equity interest to Party A and/or the Designee(s) and waiving any right of first refusal related thereto ( if applicable).

1.4.3乙方应与甲方和/或（在合适的情况下）被指定人按照本协议及股权购买通知的规定为每次转让签订股权转让合同；

Party B shall execute an equity interest transfer contract with respect to each transfer with Party A and/or each Designee (whichever is applicable), in accordance with the provisions of this Agreement and the Equity Interest Purchase Option Notice regarding the Optioned Interests;

1.4.4有关方应签署所有其他所需合同、协议或文件，取得全部所需的政府批准和同意，并采取所有所需行动，在不附带任何担保权益的情况下，将被购买股权的有效所有权转移给甲方和／或被指定人使得甲方和／或被指定人成为被购买股权的登记在册所有人。为本款及本协议的目的，担保权益包括担保、抵押、第三方权利或权益，任何购股权、收购权、优先购买权、抵销权、所有权扣留或其他担保安排等；但为了明确起见，不包括在本协议、乙方股权质押协议和乙方授权委托书项下产生的任何担保权益。本协议所规定的乙方、丙方股权质押协议”指甲方、乙方和丙方于本协议签署之日签订的股权质押协议及对其的任何修改、修订或重述：本协议所规定的“乙方授权委托书”指乙方于本协议签署之日签署的授权中方的授权委托书及对其的任何修改、修订。

The relevant Parties shall execute all other necessary contracts, agreements or documents, obtain all necessary government licenses and permits and take all necessary actions to transfer valid ownership of the Optioned Interests to Party A and/or the Designee(s), unencumbered by any security interests, and cause Party A and/or the Designee(s) to become the registered owner(s) of the Optioned Interests. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition right, right of first refusal, right to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney. “Party B’s Equity Interest Pledge Agreement” as used in this Agreement shall refer to the Equity Interest Pledge Agreement executed by and among Party A, Party 8 , Party C on the date hereof and any modification, amendment and restatement thereto . “Party B’s Power of Attorney, as used in this Agreement shall refer to the Power of Attorney executed by Party B. on the date hereof granting Party A with power of attorney and any modification, amendment and restatement thereto.

2. 承诺与保证

Promise and assurance

2.1 有关丙方的承诺

Covenants regarding Party C

乙方（作为丙方的股东）和丙方在此承诺：

Party B (as the shareholders of Party C) and Party C hereby covenant as follows

2.1.1未经甲方的事先书面同意，不以任何形式补充、更改或修改丙方公司章程文件增加或减少其注册资本，或以其他方式改变其注册资本结构。

Without the prior written consent of P arty A, they shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, or change its structure of registered capital in other manners;

2.1.2按照良好的财务和商业标准及惯例，保待其公司的存续，取得和维持丙方从事业务所需的全部政府许可、证照，有效地处理事务；

They shall maintain Party C’s corporate existence in accordance with good financial and business standards, obtain and maintain all necessary government licenses and permits and practice by prudently and effectively operating its business and handling its affairs;

2.1.3未经甲方的事先书面同意，不在本协议签署之日起的任何时间出售、转让、抵押或以其他方式处理丙方的任何资产、业务或收入的合法或受益权益，或允许在其上设置任何共他担保权益：

Without the prior written consent of Party A, they shall not at any time following the date hereof, sell, transfer, mortgage or dispose of in any manner any assets of Party C or legal or beneficial interest in the business or revenues of Party C, or allow the encumbrance thereon of any security interest;

2.1.4未经甲方的事先面同意，不发生、继承、保证或容许存在任何债务， ( i ) 正常或日常业务过程中产生而不是通过借款方式产生的债务；和(ii)已向甲方披露和得到甲方书面同意的债务除外；

Without the prior written consent of Party A, they shall not occur 、inherit, guarantee or suffer the existence of any debt, except for (i) debts incurred in the ordinary course of business other than through loans; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained;

2.1.5在正常业务过程中经营所有业务，以保持丙方的资产价值，不进行任何足以影响其经营状况和资产价值的作为或不作为；

They shall always operate all of Party C’s businesses during the ordinary course of business to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value;

2.1.6未经甲方的事先书面同意，不得让丙方签订任何重大合同，但在正常业务过和中签订的合同除外（就本段而言，如果一份合同的总金额超过人民币10 万元，即被视为重大合同）；

Without the prior written consent of Party A, they shall not cause Party C to execute any major contract, except contracts in the ordinary course of business (for purpose of this subsection, a contract with a price exceeding RMB 100,000 shall be deemed a major contract);

2.1.7未经甲方的事先书面同意，丙方不得向任何人提供贷款或借款：

Without the prior written consent of Party A, they shall not cause Party C to provide any person with any loan or cred。

2. 1.8 应甲方要求，向其提供所有关于丙方的营运和财务状况的资料；

They shall provide Party A with information on Party C’s business operations and financial condition at Party A’s request;

2.1.9如甲方提出要求，丙方应从甲方接受的保险公司处购买和持有有关其资产和业务的保险，该保险的金额和险种应与经营类似业务的公司一致；

If requested by Party A, they shall procure and maintain insurance in respect of Party C’s assets and business from an insurance carrier acceptable to Party A, at an amount and type of coverage typical for companies that operate in similar businesses,

2.1.10未经甲方的事先书面同意，丙方不得与任何入合并或联合，或对任何人进行收购或投资。

Without the prior written consent of Party A, they shall not cause or permit Party C to merge, consolidate with, acquire or invest in any person;

2.1.11将发生的或可能发生的与丙方资产、业务或收入有关的诉讼、仲裁或行政程序立即通知甲方：

They shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue;

2.1.12为保持丙方对其全部资产的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索偿进行必要和适当的抗辩。

To maintain the owners hip by Party C of all of its assets, they shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate complaints or raise necessary and appropriate defenses against all claims;

2.1.13未经甲方事先书面同意，不得以任何形式派发股息于各股东，但一经甲方要求，丙方应立即将其所有可分配利润全部立即分配给其各股东；及

Without the prior written consent of Party A, they shall ensure that Party C shall not in any manner distribute dividends to its shareholders, provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders; and

2.1.14 根据甲方的要求，委任由其指定的任何人士出任丙方的董事。

At the request of Party A, they shall appoint any persons designated by Party A as the director(s) of Party C.

2.1.15未经甲方书面同意，不得从事任何与甲方或甲方的关联公司相竞争的业务。

Without Party A’s prior written consent, they shall not engage in any business in competition with Party A or its affiliates

2.1.16除非中国法律强制要求，未经甲方书即同意，丙方不得解散或清算。｀

Unless otherwise required by PRC law, Party C shall not be dissolved or liquated without prior written consent by Party A

2.2乙方的承诺

Covenant of Parry B,

乙方承诺：

Party B hereby covenants as follows:

2.2.1未经甲方的事先书面同意，不出售、转让、抵押或以其他方式处置其拥有的丙方的股权的合法或受益权益，或允许在其上设置任何其他担保权益，但根据乙方股权质押协议和乙方授权委托书设置的权益除外；

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney;

2.2.2促使丙方股东会和／或不批准在未经甲方的事先书面同意的情况下，出售、转让、抵押或以其他方式处置任何乙方持有之丙方的股权的合法权益或受益权，或允许在其上设置任何其他担保权益，但批准根据乙方股权质押协议和乙方授权委托书设置的权益除外；

Party B shall cause the shareholders’ meeting and/or the director(s) of Party C not to approve the sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, without the prior written consent of Party A, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney;

2.2.3未经甲方的事先书面同意的情况下，对于丙方与任何人合并或联合，或对任何人进行收购或投资，乙方将促成丙方股东会或董事不予批准；

Party B shall cause the shareholders’ meeting or the director(s) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person, without the prior written consent of Pa1ty A;

2.2.4将发生的或可能发生的任何关于其所拥有股权的诉讼、仲裁或行政程序立即通知甲方；

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B;

2.2.5促使丙方股东会或董事表决赞成本协议规定的被购买股权的转让并应甲方之要求采取其他任何行动；

Party B shall cause the shareholders’ meeting or the director(s) of Party C to vote their approval of the transfer of the Optioned Interests as set fo11h in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.6为保持其对股权的所有权，签署所有必要或适当的文件，采取所有必要或适当的行动和提出所有必要或适当的控告或对所有索赔进行必要和适当的抗辩；

To the extent necessary to maintain Party B’s ownership in Party C, Party 8 shall execute all necessary or appropriate documents, take all necessary or appropriate actions and file all necessary or appropriate com plaints or raise necessary and appropriate defenses against all claims;

2.2.7应甲方的要求，委任由其指定的任何人士出任丙方的董事；

Party B shall appoint any designee of Party A as the director(s) of Party C, at the request of Party A;

2.2.8放弃其对丙方共他股东向甲方转让股权所享有的优先购买权（如有的话）；

Party B hereby waives its right of first of refusal to transfer of equity interest by the other existing shareholders of Party C to Party A (if any); and

2.2.9如乙方从丙方获得任何利润、分红、股利、股息或清算所得，乙方应在遵从中国法律的前提下将其及时赠于甲方或甲方指定的任何人；和

Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws

2.2. 10 严格遵守本协议及乙方、丙方与甲方共同或分别签订的其他协议的各项规定，切实履行该等协议项下的各项义务，并不进行任何足以影响该等协议的有效性和可执行性的作为或不作为。如果乙方对于本协议项下或本协议各方签署的股权质押协议下或对甲方的授权委托书中的股权，还留存有任何权利，除非甲方书面指示，否则乙方仍不得行使该权利。

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B 、 C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforce ability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Equity Interest Pledge Agreement among the same parties hereto or under the Power of Attorney granted in favor of Party A, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

3.陈述和保证

Representations and Warranties

乙方和丙方特此在本协议签署之日和每一个转让日向甲方共同及分别陈述和保证如下：

Party B and C here by represent and warrant to Party A, jointly and severally, as of the date of this Agreement and each date of transfer of the Optioned Interests, that

3.1其具有签订和交付本协议和其为一方的、根据本协议为每一次转让被购买股权而签订的任何股权转让合同（各称为“转让合同”’) 并履行其在本协议和任何转让合同项下的义务的权利和能力。乙方和丙方同意在甲方行使股权购买权时，他们将签签署本协议条款一致的转让合同。本协议和其是一方的各转让合同一旦签署后，构成或将对其构成合法、有效及具有约束力的义务并可按照其条款对其强制执行；

They have the authority to execute and deliver this Agreement and any equity interest transfer contracts to which they are parties concerning the Optioned Interests to be transferred thereunder (each, a “Transfer Contracts”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Equity Interest Purchase Option. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2乙方和丙方已经取得所有股东和政府部门的同意及批准（若需）以，签交署付和履行本协议；

Party B and C have obtained any and all approvals and consents from government authorities and third parties (if required) for execution, delivery and performance of this Agreement.

3.3无论是本协议或任何转让合同的签署和交付还是其在本协议或任何转让合同项下的义务的履行均不会 (i) 导致违反任何有关的中国法律； ( ii) 与政府和或其他组织文件相抵触， ( iii) 导致违反其中一方或对方有约束力的任何合同或文件，或构成其中一方或对方有约束力的任何合同或文件项下的违约； (iv) 导致违反有关向任何一方颁发的任何许可或批准的授予和（或）继续有效的任何条件；或(v)导致向任何一方颁发的任何许可或批准中止或被撤销或附加条件；

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, bylaws or other organizational documents of Party C; cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to either of them;

3.4乙方对其在丙方拥有的股权拥有良好和可出售的所有权，除乙方股权质押协议和乙方授权委托书外，乙方在上述股权上没有设置任何担保权益；

Party B has a good and merchantable title to the equity interests in Party C he holds . Except for Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney, Party B has not placed any security interest on such equity interests;

3.5丙方对所有资产拥有良好和可出售的所有权，丙方在上述资产没有设置任何担保权益；

Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the

aforementioned assets;

3.6丙方没有任何未偿还债务，除(i)在其正常的业务过桯中发生的债务，及 (ii) 已向甲方披露及经甲方书面同意取得除外；

Party C not have any outstanding debts, except for (i) debt incurred in the ordinary course of business; and ( ii) debts disclosed to Party A for which Party A’s written consent has been obtained.

3.7丙方遵守适用资产的收购的所有法律和法规；和

Party C has complied with all laws and regulations of China applicable to asset acquisitions; and

3.8目前没有悬而未决的或构成威胁的与股权、丙方资产有关的或与丙方有关的诉讼、仲裁或行政程序。

There are no pending or threatened litigation, arbitration or administrative proceedings relating to the equity interests in Party C, assets of Party C or Party C。

4.生效期

Effective Date

本协议自各方正式签署之日起生效，本协议在乙方持有的丙方全部股权均根据本协议的约定依法转让至甲方和／或其指定的其他人名下后终止。

This Agreement shall become effective upon execution by the Parties, and remain effective until all equity interests held by Party B in Party C have been transferred or assigned to Party A and/or any other person designated by Party A in accordance with this Agreement

5.适用法律与争议解决

Governing Law and Resolution of Disputes

5.1适用法律

Governing law

本协议的订立、效力、解释、履行、修改和终止以及争议解决均适用中国法律。

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of PRC

5.2争议的解决方法

Methods of Resolution of Disputes

因解释和履行本协议而发生的任何争议，本协议各方应首先通过友好协商的方式加以解决。如果在一方向其他方发出请求协商解决的书面通知后30 天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国广州仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在广州进行，使用语言为中文。仲裁栽决是终局性的，对各方均有约束力。

ln 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 the China Guangzhou Arbitration Commission , in accordance with its Arbitration Rules. The arbitration shall be conducted in Guangzhou, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.

6.税款、费用

Taxes and Fees

每一方应承担根据中国法律因准备和签署本协议和各转让合同以及协议和各转让合同拟定的交易而由该方发生的或对其征收的任何和全部的转让和注册的税费和费用。

Each Party shall pay any and all transfer and registration tax, expenses and fees incurred thereby or levied thereon in accordance with the laws of China in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts。

7.通知

Notices

7.11 本协议项下要求或发出的所有通知和其他通知应通过专人递送、挂号邮寄、邮资付预或商业快递服务或传直的方式发到该方下列地址。每一通知还应以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：

All notices and other communication s required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below . A confirmation copy of each notice shall also be sent by email The dates on which notices shall be deemed to have been effectively give n shall be determined as follows:

7.1.1通知如果是以专人递送、快递服务或挂号邮奇、邮资预付发出的，则以了设定为通知的地址在接收或拒收之日为有效送达日。

Notices given by persona l delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices .

7.1.2通知如果是以传真发出的，则以成功传送之口为有效送达口（应以自动生成的传送确认信息为证）。

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically transm1ss1011).

7.2为通知的目的，各方地址如下：

generated confirmation of For the purpose of notices, the addresses of the Parties are as follows

甲方：莱电科技（中山）有限公司

Party A: Laidian Technology (Zhongshan) Co., Ltd

住所：中山市五桂山长命水长逸路19号德润园A座3楼

Address: Floor 3, Block A, Derunyuan, No. 19, Changyi Road,Changmingshui,Wuguishan district, Zhongshan City

收件人：钟卓伟

Recipient: Zhong Zhuowei

电话：

Phone：

乙方：广州巨米智能设备有限公司

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

住所地：广州市白云区北太路1633号广州民营科技园科园路35号

Address: No. 35, Keyuan Road, Guangzhou Private Science Park, No. 1633, Beitai Road, Baiyun District, Guangzhou

收件人：朱林海

Recipient:Zhu Linhai

电话：

Contact No.：

丙方：永州巨米智能科技有限公司

PartyC: Yongzhou Jumi Intelligent Technology Co., Ltd

住所：湖南省永州市经济技术开发区潇湘科技创新中心青年创新创业园二栋第一、第二层

收件人：朱林海

Recipient:Zhu Linhai

电话：

Phone：

7.3任何一方可按本条规定随时给其他方发出通知来改变其接收通知的地址。

Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.

8.保密责任

Confidentiality

各方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。各方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，下列信息除外： ( a)公众人士知悉或将会知悉的任何估息（惟并非由接受保密信息之一方擅自向公众披露）； ( b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘诸机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。

(a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure);

(b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsel or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsel or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

9.进一步保证

Further Warranties

各方同常迅速签署为执行本协议的各项规定和目的而合理需要的或对其有利的文件，以及为执行本协议的各项规定和目的而采取合理而要的或对其有利的进一步行动。

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

10.违约责任

Breach of Agreement

10.1如乙方或丙方实质性违反本协议项下所作的任何一项约定，甲方有权终止本协议并要求乙方及丙方或内方给予损害赔偿；本第 10 条不应妨碍甲方在本协议下的任何其他权利；

If Party B or Party C commits any material breach of any term of this Agreement, Party A shall have right to terminate this Agreement and require Party B or Party C to compensate all damages; this Section 10 shall not prejudice any other rights of Party A herein;

10.2若甲方违反本协议项下所作的任何一项约定，除非法律另有规定，乙方或丙方在任何情况均无任何权利终止或解除本协议。

If Party A conducts any breach of any term of this Agreement, Party B or Party C shall not terminate this Agreement in any event unless otherwise required by applicable laws.

11.其他

Miscellaneous

11.1 修订、修改与补充

Amendment, change and supplement

对本协议作出修订、修改与补充，必须给每一方签署书面协议。

Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

11.2完整合同

Entire agreement

除了在本协议签署后所作出的书面修订、补充或修改以外，本协议构成本协议各方就本协议标的物所达成的完整合同，取代在此之前就本协议标的物所达成的所有口头或书面的协商、陈述和协议。

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

11.3标题

Headings

本协议的标题仅为方便阅读而设，不应被用来解释、说明或在其他方面影响本协议各项规定的含义。

The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement。

11.4 语言

Language

本协议以中文和英文书就，一式伍份，各方各持一份，具有同等效力；中英义版本如有冲突，应以中文版为准。

This Agreement is written in both Chinese and English language in five copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

11.5 可分割性

Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any law s or regulations, the validity, legality or enforce ability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish their purposes to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions

11.6继任者

Successors

本协议对各方各自的继任者和各方所允许的受计方应具有约束力并对其有利。

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

11.7继续有效

Survival

11.7.1本协议期满或提前终止前因本协议而发生的或到期的任何义务在本协议期满或提前终止后继续有效。

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof

11.7.2本协议第5、8、10 条和本第 11.7 条的规定在本协议终止后继续有效。

The provisions of Sections 5, 8, 10 and this Section 11.7 shall survive the termination of this Agreement.

11.8 弃权

Waivers

任何一方可以对本协议的条款和条件作出弃权，但必须经书面作出并经各方签宁。一方在某种情况下就其他方的违约所作的弃权不应被视为该方在其他情况下就类似的违约已经对其他方作出弃权。

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances

本页其余部分刻意留为空白

The Remainder of this page is intentionally left blank

有鉴于此，各方已使得经其授权的代表于文首所述日期签署了本独家购买权协议并即生效。

In witness whereof, each Party has caused its authorized representative to execute this Exclusive Option Agreement on the date set forth above and it shall become effective henceforth.

甲方：莱电科技（中山）有限公司

Party A: Laidian Technology (Zhongshan) Co., Ltd

法定代表人：钟卓伟

Legal Representative: Zhong Zhuowei

乙方：广州巨米智能设备有限公司

Party B: Guangzhou Jumi Intelligent Equipment Co., LTD

法定代表人：朱林海

Legal Representative: Zhu Linhai

丙方：永州巨米智能科技有限公司

PartyC: Yongzhou Jumi Intelligent Technology Co., Ltd

法定代表人：朱林海

Legal Representative: Zhu Linhai

Exhibit 10.e

授权委托书

Power of Attorney

本公司广州巨米智能设备有限公司，统一社会信用代码：914401115876445175, 在本授权委托书签署之日拥有永州巨米智能科技有限公司（“内资公司”) 100%的股权。就本公司在内资公司现时和将来持有的股权(“本公司股权”)’本公司特此不可撤销地授权莱电科技（中山）有限公司 (“独资公司”)在本授权委托书的有效期内行使如下权利：

I, Guangzhou Jumi Intelligent Equipment Co., LTD.，unified Social credit code: 914401115876445175, and a holder of 100% of the entire registered capital in Yongzhou Jumi Intelligent Technology Co., LTD. (“Domestic Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Laidian Technology (Zhongshan) Co., Ltd (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future (“My Shareholding”)during the term of this Power of Attorney:

授权独资公司作为本公司唯一的排他的代理人就有关本公司股权的事宜全权代表本公司行使包括但不限于如下的权利： 1 ) 参加内资公司的股东会； 2) 行使按照法律和内资公司章程规定本公司所享有的全部股东权和股东表决权，包括但不限于出售或转让或质押或处置本公司股权的全部或任何一部分；以及 3) 作为本公司的授权代表指定和任命内资公司的法定代表人、董事、监事、总经理以及其他高级管理人员等。

WFOE is here authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Share holding, including with out limitation to: 1) attend shareholders’ meetings of Domestic Company; 2) exercise all the shareholder’s rights and shareholder’s voting rights. I am entitled to under the laws of China and Domestic Company’s Articles of Association, including but not limited to the sale or transfer or pledge or dispose on of My Share holding in part or as whole; and 3) designate and appoint on behalf of myself the legal representative, the directors, supervisors. the chief executive officer and other senior manage members of Domestic Company。

独资公司将有权代表本公司签署本公司与独资公司、内资公司于2023 年11月30日签署的独家购买权协议以及本公司与独资公司、内资公司于2023年11月30日签署的股权质押协议（包括上述义件的修改、修订或重订，合称“交易文件” )中约定的需由本公司签器的所有文件，如期履行交易文件，该权利的行使将不对本投权形成任何限制。

Without limiting the generality of the powers granted here under, WFOE shall have the power and authority to , on behalf of myself , execute all that: documents I shall sign as stipulated in Exclusive Option Agreement entered into by and among I, WFOE and Domestic Company on November 30, 2023 and the Equity Pledge Agreement entered into by and among I, WFOE and Domestic Company on November 30, 2023 (including any modification, amendment and revisions thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

独资公司就本公司股权的一切行为均视为本公司的行为，签署的一切文件均视为本公司签署，本公司会予以承认。

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

独资公司有转委托权，可以就下述出项的办理自行再委托其他人或单位而不必事先通知本公司或获得本公司的同意。如果中国法律有要求， WFOE 将指派中国公民行使上述权利。

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights。

在本公司为内资公司的股东期间，本授权委托书不可撤销并持续有效，自授权委托书签署之日起算。

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of the Domestic Company.

本授权委托书期间，本公司特此放弃已经通过本授权委托书授权给独资公司的与本公司股权有关的所有权利，不再自行行使该等权利。

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

本授权委托书以中文和英义书就，中英文版本如有冲突，应以中文版为准。

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail

本页共余部分为空白

The Remainder of this page is intentionally left blank

股东签署：

Signature of the Shareholder：

法定代表人：

Legal Representative:

日期：

Date:

Cover	Nov. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 29, 2023
Entity File Number	1-36758
Entity Registrant Name	JRSIS HEALTH CARE CORPORATION
Entity Central Index Key	0001597892
Entity Tax Identification Number	46-4562047
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3/F Building A, Derun Yuan
Entity Address, Address Line Two	No. 19 Changyi Road
Entity Address, Address Line Three	Wuguishan
Entity Address, City or Town	Zhongshan City
Entity Address, Country	CN
Entity Address, Postal Zip Code	528458
City Area Code	86-0760
Local Phone Number	88963658
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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