Xiaobai Maimai Inc. Room 515, Floor 5, Jia No. 92-4 to 24 Jianguo Road Chaoyang District, Beijing 100020 People's Republic of China Tel: +86 10 5370 9902

Room 515, Floor 5, Jia No. 92-4 to 24 Jianguo Road

Chaoyang District, Beijing 100020

People's Republic of China

Tel: +86 10 5370 9902

Re: Director Offer Letter

Dear Ms. Wenjuan (Vivian) Liu

Xiaobai Maimai Inc., a Cayman Islands exempt company

(the "Company"), is pleased to offer you a position as a member of its Board of Directors (the "Board").

We believe your background and experience will be a significant asset to the Company and we look forward to your participation on the

Board. Should you choose to accept this position as a member of the Board, this letter agreement (the "Agreement")

shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree

to provide to the Company.

Term. This Agreement is effective upon your acceptance and signature below. Your term as director shall continue subject

to the provisions in Section 8 below or until your successor is duly elected and qualified. The position shall be up for re-election each

year at the annual shareholder's meeting and upon re-election, the terms and provisions of this Agreement shall remain in full force

You shall render services as a member of the Board and the Board's committees set forth on Schedule A attached hereto

(hereinafter your "Duties"). During the term of this Agreement, you shall attend and participate in such number of

meetings of the Board and of the committee(s) of which you are a member as regularly or specially called. You may attend and participate

at each such meeting via teleconference, video conference or in person. You shall consult with the other members of the Board and committee(s)

as necessary via telephone, electronic mail or other forms of correspondence.

Remuneration. During the directorship term the director shall receive the following compensation and benefits: An annual compensation

of $240,000, to be paid on a monthly basis.

Assignment. Because of the personal nature of the services to be rendered by you, this Agreement may not be assigned by you without

the prior written consent of the Company.

Confidential Information; Non-Disclosure. In consideration of your access to certain Confidential Information (as defined

below) of the Company, in connection with your business relationship with the Company, you hereby represent and agree as follows:

a. Definition. For purposes of this Agreement

the term "Confidential Information" means:

i. Any information which the Company

possesses that has been created, discovered or developed by or for the Company, and which has or could have commercial value or utility

in the business in which the Company is engaged; or

information which is related to the business of the Company and is generally not known by non-Company personnel.

iii. Confidential Information includes, without limitation, trade secrets and any information concerning services provided by the

Company, concepts, ideas, improvements, techniques, methods, research, data, know-how, software, formats, marketing plans, and

analyses, business plans and analyses, strategies, forecasts, customer and supplier identities, characteristics and agreements.

Any information which becomes generally available to the public other than as a result of a breach of the confidentiality portions

of this Agreement, or any other agreement requiring confidentiality between the Company and you;

Information received from a third party in rightful possession of such information who is not restricted from disclosing such

iii. Information known by you prior

to receipt of such information from the Company, which prior knowledge can be documented.

c. Documents. You agree

that, without the express written consent of the Company, you will not remove from the Company's premises, any notes, formulas, programs,

data, records, machines or any other documents or items which in any manner contain or constitute Confidential Information, nor will you

make reproductions or copies of same. You shall promptly return any such documents or items, along with any reproductions or copies, to

the Company upon the earliest of Company's demand, termination of this Agreement, or your termination or Resignation, as defined in Section

d. Confidentiality. You

agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly,

any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe

necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information

without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company,

and that the provisions of this paragraph (d) shall survive termination of this Agreement.

e. Ownership. You agree

that Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark

rights, and all other intellectual and industrial property rights of any sort throughout the world) relating to any and all inventions

(whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived

or reduced to practice, in whole or in part, by you during the term of this Agreement and that arise out of your Duties (collectively,

"Inventions") and you will promptly disclose and provide all Inventions to the Company. You agree to assist the Company,

at its expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights

6. Non-Competition. You agree and undertake that you will not, so long as you are a member of the Board and for a period

of 12 months following termination of this Agreement for whatever reason, directly or indirectly as owner, partner, joint venture, stockholder,

employee, broker, agent principal, corporate officer, director, licensor or in any other capacity whatsoever, engage in, become financially

interested in, be employed by, or have any connection with any business or venture that is engaged in any activities involving services

or products which compete, directly or indirectly, with the services or products provided or proposed to be provided by the Company or

its subsidiaries or affiliates; provided, however, that you may own securities of any public corporation which

is engaged in such business but in an amount not to exceed at any one time, one percent of any class of stock or securities of such company,

so long as you has no active role in the publicly owned company as director, employee, consultant or otherwise.

Non-Solicitation. So long as you are a member of the Board and for a period of 12 months thereafter, you shall not directly

or indirectly solicit for employment any individual who was an employee of the Company during your tenure.

Termination and Resignation. Your membership on the Board may be terminated for any or no reason by a vote of the stockholders

holding at least a majority of the shares of the Company's issued and outstanding shares entitled to vote. Your membership on the

Board or on a Board committee may be terminated for any or no reason by a majority of the Board at any time, if you have been declared

incompetent by an order of a court of competent jurisdiction or convicted of a felony. You may also terminate your membership on the Board

or on a committee for any or no reason by delivering your written notice of resignation to the Company ("Resignation"),

and such Resignation shall be effective upon the time specified therein or, if no time is specified, upon receipt of the notice of resignation

by the Company. Upon the effective date of the termination or Resignation, your right to compensation hereunder will terminate subject

to the Company's obligations to pay you any compensation (including the vested portion of the Shares) that you have already earned and

to reimburse you for approved expenses already incurred in connection with your performance of your Duties as of the effective date of

such termination or Resignation. Any Shares that have not vested as of the effective date of such termination or Resignation shall be

forfeited and cancelled.

Governing Law. All questions with respect to the construction and/or enforcement of this Agreement, and the rights and

obligations of the parties hereunder, shall be determined in accordance with the law of the State of New York applicable to agreements

made and to be performed entirely in the State of New York.

Agreement; Amendment; Waiver; Counterparts. This Agreement expresses the entire understanding with respect to the subject matter

hereof and supersedes and terminates any prior oral or written agreements with respect to the subject matter hereof. Any term of this

Agreement may be amended and observance of any term of this Agreement may be waived only with the written consent of the parties hereto.

Waiver of any term or condition of this Agreement by any party shall not be construed as a waiver of any subsequent breach or failure

of the same term or condition or waiver of any other term or condition of this Agreement. The failure of any party at any time to require

performance by any other party of any provision of this Agreement shall not affect the right of any such party to require future performance

of such provision or any other provision of this Agreement. This Agreement may be executed in separate counterparts each of which will

be an original and all of which taken together will constitute one and the same agreement, and may be executed using facsimiles of signatures,

and a facsimile of a signature shall be deemed to be the same, and equally enforceable, as an original of such signature.

11. Indemnification.

The Company shall, to the maximum extent provided under applicable law, indemnify and hold you harmless from and against any

expenses, including reasonable attorney's fees, judgments, fines, settlements and other legally permissible amounts

("Losses"), incurred in connection with any proceeding arising out of, or related to, your performance of your

Duties, other than any such Losses incurred as a result of your negligence or willful misconduct. The Company shall advance to you

any expenses, including reasonable attorneys' fees and costs of settlement, incurred in defending any such proceeding to the

maximum extent permitted by applicable law. Such costs and expenses incurred by you in defense of any such proceeding shall be paid

by the Company in advance of the final disposition of such proceeding promptly upon receipt by the Company of (a) written request

for payment; (b) appropriate documentation evidencing the incurrence, amount and nature of the costs and expenses for which payment