Form 8-K

8-K — FiEE, Inc.

Accession: 0001829126-26-002796

Filed: 2026-03-27

Period: 2026-03-23

CIK: 0001467761

SIC: 3661 (TELEPHONE & TELEGRAPH APPARATUS)

Item: Entry into a Material Definitive Agreement

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — fiee_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (fiee_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (fiee_ex10-2.htm)

EX-99.1 — EXHIBIT 99.1 (fiee_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: fiee_8k.htm · Sequence: 1

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0001467761

2026-03-23

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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): March 23, 2026

FiEE, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37649

04-2621506

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Flat A1, 29/F, Block A, TML Tower, 3 Hoi Shing Road, Tsuen Wan, N.T., Hong Kong 00000

(Address of principal executive offices, including zip code)

852-28166813

(Registrant’s telephone number, including area code)

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

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

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 par value

FIEE

The Nasdaq Capital Market

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.

Equity Investment and Loan

On March 23, 2026, FiEE (HK) Limited, a limited liability

company formed under the laws of Hong Kong (“FiEE HK”) and wholly owned subsidiary of FiEE, Inc., a Delaware corporation (the

“Company”), entered into an Investment Agreement (the “Investment Agreement”) by and among FiEE HK, Guangzhou

Yinlian Culture Co., Ltd., a limited liability company formed under the laws of the People’s Republic of China (the “PRC”)

(“Yinlian Culture”), Guangzhou Maltose Culture Communication Co., Ltd., a limited liability company formed under the laws

of the PRC (“Maltose Culture”), Guangzhou Qingniao Culture Co., Ltd., a limited liability company formed under the laws of

the PRC (“Qingniao Culture”), Shenzhen Yaojin Creative Media Co., Ltd., a limited liability company formed under the laws

of the PRC (“Yaojin Media”), Cai Yuanyao, Zhang Dingcheng, and Zhang Rong, pursuant to which (i) FiEE HK agreed to acquire

a 51% equity interest (and 60% of the voting rights) in Yinlian Culture, for an aggregate purchase price of $51,000 (the “Equity

Investment”) and (ii) FiEE HK, or an entity designated by FiEE (HK), will provide a zero-interest convertible loan to Yinlian Culture

in the principal amount of up to approximately $2.9 million (the “Loan” and, together with the Equity Investment, the “Transactions”).

The Loan is to be funded in three tranches: (i) approximately

$720,000 to be funded within 14 business days following the full payment for the Equity Investment, provided that Yinlian Culture has

delivered its financial seals and bank-related documents (including online banking access) to FiEE HK; (ii) approximately $720,000 to

be funded within one month of the simultaneous satisfaction of the following conditions: (a) Yinlian Culture and its subsidiaries and

controlled entities (collectively, the "Group") have achieved positive consolidated net profit after tax within six months from

the date of the Investment Agreement, (b) the Group has provided FiEE HK with a profit forecast for the following 12 months following

the date of the Investment Agreement that is acceptable to FiEE HK and reflects positive consolidated net profit after tax, and (c) the

Group has undertaken in writing to meet such performance targets within the agreed timeframe; and (iii) approximately $1.44 million to

be funded within one month of the realization of the 12-month profit forecast described in clause (ii)(b) above.

Under the terms of the Loan, FiEE HK, or an entity

designated by FiEE HK, has the option, exercisable at any time by written notice, to either (i) require Yinlian Culture to repay all or

any portion of the Loan in cash, or (ii) convert all or any portion of the Loan into additional equity in Yinlian Culture, which, upon

full conversion, would result in FiEE HK and its designated entities collectively holding 60% of the total equity interests in Yinlian

Culture.

The Investment Agreement contains customary representations,

warranties and covenants of the parties. The closing of the Equity Investment and the closing of the Loan are each subject to customary

closing conditions. The Investment Agreement also includes customary indemnification provisions and termination rights.

In connection with the signing of the Investment Agreement,

FiEE HK, Yinlian Culture, Maltose Culture, Qingniao Culture, Yaojin Media, Cai Yuanyao, Zhang Dingcheng, and Zhang Rong entered into a

Shareholder Agreement, dated as of March 23, 2026, governing the rights and obligations of the shareholders of Yinlian Culture, including,

but not limited to, board composition and governance, voting rights, dividend rights and distribution thresholds, liquidation preference,

and transfer restrictions.

The closing of the Equity Investment is expected to

occur in April 2026, upon which FiEE HK will acquire 51% of the equity interests (and 60% of the voting rights) in Yinlian Culture and

the VIE Agreements (as defined below) will become effective. The closing of the Loan is expected to occur following the satisfaction of

the applicable conditions precedent described above.

VIE Agreements

Maltose Culture is an AI-empowered music ecosystem

that integrates content creation, intelligent platform distribution, and next-generation home entertainment. At or immediately prior to

the closing of the Equity Investment, Maltose Culture will be owned 40% by Zhang Dingcheng and 60% by Yang Kai, the spouse of Cao Yu,

who serves as Chief Financial Officer and a member of the board of directors of the Company (the “Board”). As a result, the

Transactions constitute related party transactions and were reviewed and approved by the Audit Committee of the Board.

In order to establish effective control over, and the

right to receive the economic benefits of, Maltose Culture, pursuant to the requirements of PRC law, Yinlian Culture entered into the

following agreements (collectively, the "VIE Agreements") with Maltose Culture, Yang Kai, and Zhang Dingcheng.

Exclusive Purchase Option Agreement

Pursuant to the Exclusive Purchase Option Agreement,

dated as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng granted to

Yinlian Culture an exclusive and irrevocable option to acquire 100% of the equity interests of Maltose Culture at the lowest price permitted

by applicable PRC law, together with the right to acquire all of the assets of Maltose Culture. The option may be exercised by Yinlian

Culture at any time, subject to applicable PRC regulatory requirements and approvals.

Irrevocable Proxy Agreement

Pursuant to the Irrevocable Proxy Agreement, dated

as of March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng irrevocably appointed

Yinlian Culture as their exclusive proxy to exercise all shareholder voting rights with respect to their respective equity interests in

Maltose Culture, including without limitation all voting rights, the right to appoint directors and senior management, and the right to

transfer, pledge, or otherwise dispose of their equity interests. The proxy is irrevocable and remains effective for the entire operating

term of Maltose Culture, unless earlier terminated by Yinlian Culture.

Business Cooperation Agreement

Pursuant to the Business Cooperation Agreement, dated

as of March 23, 2026, in connection with the signing of the Investment Agreement, Yinlian Culture agreed to provide exclusive consulting

and technical services to Maltose Culture and to license certain intellectual property to Maltose Culture on a non-exclusive, non-transferable

basis, in exchange for service fees payable by Maltose Culture to Yinlian Culture.

Equity Pledge Agreement

Pursuant to the Equity Pledge Agreement, dated as of

March 23, 2026, in connection with the signing of the Investment Agreement, each of Yang Kai and Zhang Dingcheng pledged all of their

respective equity interests in Maltose Culture to Yinlian Culture as security for the performance of all of their obligations and Maltose

Culture’s obligations under the VIE Agreements.

Spousal Consent

In connection with the signing of the Investment Agreement,

Cao Yu executed a Spousal Consent, dated as of March 23, 2026, acknowledging and consenting to Yang Kai's entry into and performance of

the VIE Agreements, and confirming that she has no claim to the equity interests of Maltose Culture held by Yang Kai.

The foregoing

descriptions of the Investment Agreement and the Shareholder Agreement are not complete and are qualified in their entirety by

reference to the full texts of such documents, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current

Report on Form 8-K (this “Report”) and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

In connection with the Transaction, on March 27, 2026,

the Company issued a press release announcing the Transactions, a copy of which is attached to this Report as Exhibit

99.1.

The information contained in this Item 7.01,

including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended,

or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Safe Harbor for Forward-Looking Statements

This Report contains forward-looking statements within

the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the

Exchange Act, including, but not limited to, expectations regarding the Transactions, including the timing of the closing of the Transactions.

These statements are only predictions based on current assumptions and expectations. Any statements that are not statements of historical

fact (including statements containing the words “will,” “projects,” “intends,” “believes,”

“plans,” “anticipates,” “expects,” “estimates,” “forecasts,” “continues”

and similar expressions) should be considered to be forward-looking statements. Forward-looking statements are not promises

or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond the Company’s

control. Actual results may differ materially from those described in the forward-looking statements and will be affected by

a variety of risks and factors that are beyond the Company’s control including, without limitation, market risks and uncertainties,

the completion of the transactions described herein, and other important risks and factors described in the Company’s Annual Report

on Form 10-K for the year ended December 31, 2025, any subsequent Quarterly Reports on Form 10-Q, and in subsequent filings

made by the Company with the U.S. Securities and Exchange Commission. Forward-looking statements speak only as of the date hereof,

and, except as required by law, the Company undertakes no obligation to update or revise these forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Investment Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong.

10.2

Shareholder Agreement, dated as of March 23, 2026, by and among FiEE (HK) Limited, Guangzhou Yinlian Culture Co., Ltd., Guangzhou Maltose Culture Communication Co., Ltd., Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., Cai Yuanyao, Zhang Dingcheng, and Zhang Rong.

99.1

Press Release of FiEE, Inc., dated March 27, 2026.

104

Cover Page Interactive Data (embedded within Inline XBRL 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.

FIEE, INC.

Date: March 27, 2026

By:

/s/ Li Wai Chung

Li Wai Chung

Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: fiee_ex10-1.htm · Sequence: 2

Exhibit 10.1

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement

March 23, 2026

Table of Contents

Article 1 Definitions

Article 2 The Transaction

Article 3 Closing

Article 4 Representations and Warranties of the Investor

Article 5 Representations and Warranties of the Company Parties and Existing Shareholders

Article 6 Covenants

Article 7 Liability for Breach and Indemnification

Article 8 Termination

Article 9 Changes in Law

Article 10 Force Majeure

Article 11 Governing Law and Dispute Resolution

Article 12 Notices

Article 13 Confidentiality

Article 14 Expenses

Article 15 Miscellaneous

Annex I Shareholders Agreement

I-1

Annex II Articles of Association

II-1

Annex III Key Persons

III-1

Annex IV Disclosure Letter

IV-1

Annex V Template Employment Contract, Confidentiality, Non-Competition and Intellectual Property Protection Agreement

V-1

Investment Agreement

This

Investment Agreement (the “Agreement”) was entered into on 23 March 2026 (the “Signing Date”)

in Mainland China (“China” , which, for the purposes of this Agreement only, excludes the Hong Kong Special Administrative

Region, the Macao Special Administrative Region and Taiwan):

Guangzhou Yinlian Culture Co., Ltd., a limited liability company duly established and validly existing under the laws of China, has its registered address at Room Z345, 17th Floor, Building A, No. 298 Yanjiang Middle Road, Yuexiu District, Guangzhou (the “Company”).

Guangzhou Maltose Culture Communication Co., Ltd. is a limited liability company that is legally established and validly existing under the laws of China. Its registered address is Unit 901, 9th Floor, No. 490 Tianhe Road, Tianhe District, Guangzhou (hereinafter referred to as “Maltose Culture”).

Guangzhou Qingniao Culture Co., Ltd. is a limited liability company duly established and validly existing under the laws of China, with its registered address at Room 701, West Wing, No. 2 Shuiyin Road, Yuexiu District, Guangzhou (hereinafter referred to as “Qingniao Culture”).

Shenzhen Yaojin Creative Media Co., Ltd. is a limited liability company that is legally established and validly existing under the laws of China. Its registered address is D2-030, Chegongmiao Metro Station, Tianan Community, Shatou Street, Futian District, Shenzhen (hereinafter referred to as “Yaojin Creative”).

Cai Yuanyao A Chinese citizen, whose ID number is [*];

FiEE (HK) Limited, a limited liability company duly incorporated and validly existing under the laws of Hong Kong, with its office address at Room A1, 29/F, Block A, TML Building, 3 Hoi Shing Road, Tsuen Wan, Hong Kong (hereinafter referred to as “FiEE” or “the Investor”);

Zhang Dingcheng, a Chinese citizen, ID number [*];

Zhang Rong Zhang Dingcheng and Zhang Rong are both referred to as “key personnel” (Zhang Dingcheng and Zhang Rong are both Chinese citizens with ID number [*]).

In this Agreement, the aforementioned parties are individually referred to as a “Party” and collectively as the “Parties”.

Given

The company is a limited liability company incorporated and validly existing under the laws of China;

The investor agrees to invest in the company in accordance with the terms and conditions stipulated in this agreement, and the company’s existing shareholders agree to the investor’s corresponding investment in the company.

In view of the above, and in accordance with applicable laws and regulations, and based on the principles of equality and mutual benefit, the parties have reached the following agreement through friendly consultation.

Article 1 Definition

For the purposes of this Agreement, unless otherwise defined herein, the following terms appearing in this Agreement shall have the following meanings:

1.1

“Company”

refers to Guangzhou Yinlian Culture Co., Ltd.

1.2

“Group companies”

means the Company and any of its subsidiaries and any entities controlled by the aforementioned entities, collectively referred to as the “Group companies” and individually as “each Group company” .

1.3

“Main business”

refers to the copyright agency business that the company engages in, as well as other businesses that may be carried out in the future with the proper approval of the shareholders’ meeting and/or the board of directors.

1.4

“Registration Authority”

refers to the State Administration for Market Regulation of China and/or its local authorized branches.

1.5

“Renminbi, RMB”

refers to China’s legal tender.

1.6

“Dollar, USD”

refers to the legal tender of the United States.

1.7

“Material adverse effect”

means any single or combined circumstance, influence or change that, alone or with sufficient evidence, will or may cause (1) material loss, material burden, material negative impact or material adverse change to the Company’s business, operations, assets (tangible or intangible), liabilities (including contingent liabilities), operating results (including but not limited to the Company’s qualifications, licenses or capabilities to conduct its current or future business), financial condition or prospects; (2) material damage or material adverse change to the Company’s ability to perform the transaction documents and complete the transaction (as defined below); (3) adversely affect the validity of the transaction documents and their binding force on the Company, or the transaction cannot be carried out legally or fully, or the basis

of the transaction is lost or fundamentally changed, resulting in a material impairment of the transaction value; (4) cause a loss of more than 10% to the Company’s net assets compared to the net assets shown in the financial statements as of the balance sheet date (as defined below), or result in the founding shareholders or the Company being subject to administrative penalties or any criminal penalties, or being sued, subject to arbitration, subject to injunction or freezing, or subject to investigation that affects the Company’s normal operations. In the context of any statement relating to material adverse effect on other parties under this Agreement, the term “material adverse effect” shall have the same or similar definition as that for the foregoing applicable to the Company.

1.8

“Company”

refers to the company, any one or more of the existing shareholders.

1.9

“Affiliate”

refers to

any entity (including individuals, corporations, partnerships, organizations, trusts or any other entity) that is directly or indirectly

controlled by it, or directly or indirectly controlled by it, or directly or indirectly controlled by the same entity, including but

not limited to any member, general partner, employee or director of that entity, as well as any current or future venture capital fund

that is controlled by that entity or jointly controlled with that entity by one or more general partners, or shares a management company

with that entity; if the party is a natural person, it refers to its close relatives, including parents, spouse, siblings and their spouses,

adult children and their spouses. The aforementioned “control” or “being controlled” means having

the power to give instructions or instruct others to give instructions on the management and decision-making of a relevant entity, or

other relationships that constitute actual control, directly or indirectly through holding voting rights, contracts or other means, including

but not limited to (1) directly or indirectly owning 50% or more of the issued equity or shares of the entity, (2) directly or indirectly

owning 50% or more of the voting rights of the entity, or (3) directly or indirectly having the right to appoint a majority of the members

of the board of directors or similar management organization of the entity.

1.10

“Working day”

refers to any day other than Saturdays, Sundays, and statutory holidays in China, Hong Kong Special Administrative Region, and the United States.

1.11

“Shareholders Agreement”

refers to the “Shareholders Agreement of Guangzhou Yinlian Culture Co., Ltd.” signed by the parties on March 23, 2026, the contents and form of which are shown in Appendix I.

1.12

“Articles of Association”

refers to the “Articles of Association of Guangzhou Yinlian Culture Co., Ltd.” signed by all parties on March 23, 2026, the contents and form of which are shown in Appendix II.

1.13

“Sing and Share the World Project”

The immersive home entertainment integrated solution project created by China Unicom’s 5G Wide Vision, which is distributed nationwide in mainland China by Guangzhou Maltose Culture Communication Co., Ltd., will be subject to independent financial accounting and business incentives in accordance with the provisions of this investment agreement.

1.14

The “Fantasy Sounds Project”

has

been invested in by Guangzhou Maltose Culture Communication Co., Ltd., which has invested actual costs in the production and

distribution of the album “Fantasy Sounds” and 400 music works with 50-year recording rights (a separate list of works

is attached). This project will be subject to independent financial accounting for 12 months from the date of signing this

investment agreement (hereinafter referred to as the “Accounting Restriction Period”), and will not participate

in the calculation of shareholder dividends and pre-tax salaries and bonuses of key personnel.

1.15

“Intellectual property”

means (1) patents (including, but not limited to, patent certificates, patent applications and updates, provisional patents, design patents, PCT applications, invention disclosures and other rights to inventions, utility models or designs); (2) copyright and related rights (including, but not limited to, registered and unregistered copyrights, moral rights, design rights and other literary property or authorship rights to published and unpublished works); (3) trademarks (including, but not limited to, registered and unregistered trademarks, trademark applications and updates and service marks), goodwill; (4) domain names; (5) trade secrets, proprietary technology and any other form of intellectual or proprietary right, wherever it resides, including but not limited to (i) inventions (whether or not they are patentable), designs, data, tools, methods, procedures, technologies, concepts, proprietary technology, product circuit diagrams and other proprietary information and data, (ii) documents, technical specifications, diagrams, graphics, and (iii) databases and software; and (6) all application documents for registration or protection of the foregoing.

Article 2 This transaction

2.1

Capital increase

The investor agrees that, in accordance with the provisions of this agreement, it and/or its designated entity will subscribe for RMB 150,000 of the company’s newly registered capital (of which RMB 20 million or the equivalent amount in USD will be invested in the form of convertible bonds) for a total price of RMB 20,354,807 or USD 2,925,802 (hereinafter referred to as the “Capital Increase” or “Investment”), thereby acquiring 60% equity in the company. This transaction will be conducted in two steps:

The investor subscribed for 51% equity interest in the company for RMB 354,807 (or equivalent USD 51,000), of which RMB 104,081.63 (or equivalent USD 14,961) was included in the company’s paid-in registered capital and the remainder was included in the company’s capital reserve. After the above capital increase, the investor obtained 60% of the voting rights in the company (“Step 1 Transaction”).

The investor or its designated entity (hereinafter referred to as the “Investor”) provides the company with a loan of RMB 20 million (or equivalent USD 2,874,802) (hereinafter referred to as the “Loan”). The investor has the right to choose to require the company to repay the Loan to the Investor or to convert the Loan into equity in the company held by the Investor through capital increase. If the investor requests the company to repay all or part of the Loan to the Investor in writing, the company shall repay the requested loan amount to the Investor within the period requested by the investor (with an annual interest rate of 0%). If the investor requests the company to convert the Loan into equity in the company held by the Investor through capital increase in writing, the company shall include RMB 45,918.37 (or equivalent USD 6,600) in its paid-in registered capital, and the remaining portion in its capital reserve. The investor and the Investor shall collectively acquire 60% equity in the company. If the investor requests in writing that the company convert a portion of this loan into equity held by the contributing entity through capital increase, the company shall proportionally credit the funds to its paid-in registered capital and capital reserve. If the equity of the investor or contributing entity is diluted due to financing or other reasons, the company shall compensate the investor or contributing entity for the diluted equity at a consideration of RMB 0 (the resulting taxes and fees shall be borne by the company), ensuring that, including the first step transaction, the investor and contributing entity acquire 60% equity in the company for a total of RMB 20,354,807 (or equivalent USD 2,925,802). The investor has the right to change the contributing entity upon written notification based on its own business decisions, and the company shall cooperate and complete the necessary procedures. (“Second Step Transaction”)

The conversion between US dollars and RMB involved in this agreement shall be calculated based on the central parity rate of 6.9570 between the US dollar and the RMB as announced by the People’s Bank of China on February 5, 2026.

2.2

Shareholding structure after the completion of the first step of the transaction

Upon completion of the first phase of the transaction, the company’s registered capital will be RMB 204,081.63, and its shareholding structure will be as follows:

shareholder

Subscribed

registered capital (RMB 10,000)

Percentage

of investment (%)

FiEE (HK) Limited

10.408163

51.00

Guangzhou Qingniao Culture Co., Ltd.

5.500000

26.95

Shenzhen Yaojin Creative Media Co., Ltd.

3.000000

14.70

Cai Yuanyao

1.500000

7.35

total

20.408163

100.00

2.3

The second step of the transaction requires the investors to convert all of this loan into equity in the company held by the investing entity, resulting in the following equity structure.

the second step of the transaction and the share transfer, the company’s registered capital will be RMB 250,000, and the company’s shareholding structure will be as follows:

shareholder

Subscribed

registered capital (RMB 10,000)

Percentage of investment (%)

FiEE (HK) Limited and its designated entities

15.00

60.00

Guangzhou Qingniao Culture Co., Ltd.

5.50

22.00

Shenzhen Yaojin Creative Media Co., Ltd.

3.00

12.00

Cai Yuanyao

1.50

6.00

total

25.00

100.00

Article 3 Delivery

3.1

First delivery

3.1.1

Pursuant to the terms and

conditions of this Agreement, the parties shall complete the First Closing within five (5) business days from the date on which the conditions

precedent to the First Closing set out in Clause 3.2 of this Agreement are satisfied or the Investor decides to waive or waive them in

writing (the “First Closing” , the closing date being the “First Closing Date”).

On the first closing date, the company shall deliver to the investor a shareholder register and a certificate of capital contribution reflecting the investor’s shareholder information after the first closing (the certificate of capital contribution shall not yet specify the date of capital contribution). On the payment date (the date on which the investor pays all or part of the increased capital), the company shall deliver to the investor a complete version of the certificate of capital contribution specifying the date of capital contribution. The shareholder register shall show the amount of registered capital and shareholding ratio held by the investor, and shall be signed by the company’s legal representative and stamped with the company seal. The certificate of capital contribution shall specify the relevant matters of the investor’s capital contribution, including but not limited to the company name, date of establishment, total registered capital, name of the contributing shareholder, subscribed capital contribution, date of payment of capital contribution, and date of issuance, and shall be signed by the company’s legal representative and stamped with the company seal.

3.1.2

The investor shall complete the payment of the investment amount in accordance with the following agreement after the first closing:

(1)

FiEE shall pay RMB354,807 (or equivalent USD51,000) to the bank account designated by the Company within 7 business days after the first closing and the date of signing this Agreement.

3.2

Preconditions for the first delivery

3.2.1

The Investor’s obligation to pay the investment amount is conditional upon the satisfaction of all of the following conditions (“First Closing Conditions”), unless the Investor waives or cancels them in writing:

(1)

The investor’s due diligence results in finance, business, and legal matters are satisfactory, and any issues discovered during the due diligence process that required completion before the closing have been addressed.

(2)

February 11, 2026. If the company’s business registration/approval or business registration change cannot be completed, or if the investor fails to obtain board approval to sign this agreement for this transaction, all parties agree to unconditionally restore the company’s equity and business registration/approval status to the state before the signing of this transaction.

(3)

The company and Guangzhou Maltose Culture Communication Co., Ltd. have completed the establishment of the VIE structure (i.e., completed the signing of relevant agreements and the registration of equity pledge with the industry and commerce authorities), and the person designated by the investor holds 60% of the equity of Guangzhou Maltose Culture Communication Co., Ltd.

(4)

The Group has obtained the nationwide agency rights for the Singing Vision project in mainland China, and the exercise of the relevant agency rights complies with the requirements of the “Audio-Visual Karaoke Product Procurement & Sales Agency Agreement” .

(5)

There are no Chinese laws, court judgments, rulings, orders, or injunctions that restrict, prohibit, or cancel the transaction between the investor and the company, nor are there any pending or potential lawsuits, arbitrations, judgments, rulings, orders, or injunctions that have or will have a material adverse effect on the company, the investor, or their transaction with the company.

(6)

The investors have received assurances that the documents and information provided by the Group, as well as the representations and warranties from the Company that are in accordance with market transaction practices, are complete, true, and valid, and that there are no material omissions or misleading statements.

(7)

The

Company has completed the signing and delivery of this Agreement, the Shareholders Agreement, and the Articles of Association (collectively,

the “Transaction Documents”), and has obtained or acquired all necessary internal approvals and consents,

as well as third-party approvals and consents, for this Transaction, the Company’s signing, delivery and performance of the Transaction

Documents. The Company’s signing, delivery and performance of the Transaction Documents will not result in the Company’s

violation of any applicable laws or any prior agreements binding on any Company.

(8)

The

Company has signed employment contracts or consulting contracts, confidentiality agreements, non-competition agreements and intellectual

property ownership agreements with the key persons shown in Appendix III, in a format and content that are satisfactory

to the investors.

(9)

As of the date of signing this Agreement and the first closing date, all representations and warranties made by the Company and its existing shareholders under this Agreement are true, complete and accurate, and contain no false information, material omissions or misleading information.

(10)

From the date of signing this Agreement to the date of the first closing, there have been no events, facts, conditions, changes or other circumstances that have had or are reasonably foreseeable to have a material adverse effect on the Company’s assets, finances, business, profit prospects and normal operations.

(11)

All shareholders of the company have formally passed resolutions to agree to this transaction and waive their preemptive rights, establish the company’s board of directors (of which two (2) personnel appointed by FiEE have been formally appointed as directors of the company), and approve the signing and execution of relevant transaction documents, and have provided copies of the resolutions to the investors;

(12)

The company has opened a foreign exchange capital account that can receive capital increases, and has informed FiEE of the information of such foreign exchange capital account in writing.

(13)

The Group has confirmed in writing to the investors that all the closing conditions listed above have been met and has provided the investors with relevant supporting documents.

3.3

Second delivery

3.3.1

Subject to the terms and conditions of this Agreement, upon the satisfaction of the first closing conditions and the satisfaction of the following specific conditions, the contributing entity shall pay the loan under the convertible bonds to the Company;

(1)

Provided that the company has handed over its financial seals and bank-related documents (including but not limited to online banking) to the investors, FiEE shall, within 14 working days after the completion of the full payment of the first investment payment, designate the funding entity to pay the first loan of RMB 5 million (or equivalent USD 718,701) to the bank account designated by the company.

(2)

The parties agree that the second loan payment is subject to the following conditions being met simultaneously (the “Payment Conditions”): 1) the Group’s consolidated net profit after tax is positive within 6 months from the date of signing this Agreement; 2) the Group provides the Investor with a profit forecast (the “Profit Forecast”) for the next 12 months from the date of signing this Investment Agreement, which is acceptable to the Investor, and the Group’s forecasted consolidated net profit after tax is positive; and 3) the Group undertakes to meet the above performance targets within the agreed time (all financial data mentioned in the Payment Conditions are data from the Group’s consolidated financial statements acceptable to the Investor). Within one month from the date of meeting the above Payment Conditions, the FiEE-designated funding entity shall pay the second loan of RMB 5 million (or the equivalent of USD 718,701) to the bank account designated by the Company.

(3)

Within one month from the date of realization of the profit forecast (i.e., the profit forecast within 12 months from the date of signing this investment agreement), the FiEE-designated funding entity shall pay the remaining loan of RMB 10 million (or equivalent USD 1,437,401) to the bank account designated by the company.

3.3.2

The parties shall conduct

the second closing within five (5) business days from the date on which the conditions precedent to the second closing set out in Clause

3.4 of this Agreement are satisfied or the Investor decides to waive or waive them in writing (the “Second Closing”, the

closing date being the “Second Closing Date”, and the First Closing Date and the Second Closing Date being

referred to individually or collectively as the “Closing Date”).

On the second closing date, the company shall deliver to the investors and contributing entities a shareholder register and capital contribution certificates reflecting the shareholder information of the contributing entities after the second closing (the capital contribution certificates shall not yet include the capital contribution date). On the payment date (the date on which the contributing entities pay all or part of the increased capital), the company shall deliver to the investors and contributing entities a complete version of the capital contribution certificate with the specific capital contribution date. The shareholder register shall show the amount of registered capital and shareholding ratio held by the contributing entities, and shall be signed by the company’s legal representative and stamped with the company seal. The capital contribution certificate shall specify the relevant matters concerning the capital contribution, including but not limited to the company name, date of establishment, total registered capital, name of the contributing shareholder, subscribed capital, payment date, and issuance date, and shall be signed by the company’s legal representative and stamped with the company seal.

3.4

Preconditions for the second delivery

3.4.1

The investor’s obligation

to convert the borrowings under the convertible bonds into investment funds is conditional upon the satisfaction of all of the following

conditions (“Second Closing Conditions”), unless the investor waives or cancels them in writing:

(1)

The company has submitted the business registration for the second closing. If the company’s filing/approval with the Commerce Commission or the business registration change cannot be completed, all parties agree to unconditionally restore the company’s equity and the filing/approval status with the Commerce Commission to the state where a second closing is not required.

(2)

The preconditions for the first delivery continue to be met;

(3)

As of the date of signing this Agreement, the first closing date, and the second closing date, all representations and warranties made by the Company and its existing shareholders under this Agreement are true, complete, and accurate, and contain no false information, material omissions, or misleading information.

(4)

From the date of signing this Agreement to the date of the second closing, there have been no events, facts, conditions, changes or other circumstances that have had or are reasonably foreseeable to have a material adverse effect on the Company’s assets, finances, business, profit prospects and normal operations;

(5)

The Group has confirmed in writing to the investors that all the closing conditions listed above have been met and has provided the investors with relevant supporting documents;

(6)

Based on their own business decisions, the investors agreed to convert the loans under the convertible bonds into investment funds.

3.5

The investors and capital contributors will become shareholders of the corresponding equity interests on the first and second closing dates, holding the equity interests stipulated in Articles 2.2 and 2.3 of this Agreement, and enjoying all shareholder rights in accordance with the shareholder agreement and the company’s articles of association.

Article 4 Representations and warranties of the investors

The investors made the following representations and warranties to the company on the signing and closing dates:

4.1

It possesses full civil rights and capacity for civil conduct to sign and perform transaction documents and complete the transactions proposed in the transaction documents.

Article 5 Representations and warranties of the Company and its existing shareholders

5.1

jointly

and severally makes the following representations and warranties to the Investor as of the signing, closing, and payment dates

of this Agreement (except as disclosed in the disclosure letter shown in Annex IV), and ensures that the following representations

and warranties are true, complete, accurate, and non-misleading as of the signing, closing, and payment dates of this Agreement,

and have the same effect and validity as if made on the closing and payment dates, and confirms that the Investor entered into this

Agreement on a basis of full reliance on the following representations and warranties:

5.1.1

Legal Status and Authorization. The Company possesses all necessary power, authorization, and approval to sign this Agreement and other transaction documents (if applicable), and to fulfill each of its obligations under this Agreement and other transaction documents (if applicable). The Company has full civil capacity and legal rights to sign each transaction document, fulfill all obligations under the transaction documents, and complete the transactions under the transaction documents. This Agreement shall be legally binding on the Company upon signing.

5.1.2

There are no branch offices or external investments. Apart from Guangzhou Maltose Culture Communication Co., Ltd., the company has not established any other subsidiaries or branches, nor has it engaged in any direct or indirect business, acquisition, establishment, or equity participation in any other entity, nor has it assumed any obligation to do so.

5.1.3

No conflict. The Company’s signing, delivery and performance of this Agreement and other transaction documents will not violate any law, order of any court or other government authority, or any provision of its respective organizational documents (including but not limited to articles of association and partnership agreement), nor will it conflict with or cause any breach of any contract, agreement or other document to which it is a party or to which its assets, property or business are bound.

5.1.4

existing, and well-established limited liability company in accordance with the applicable laws and regulations of its place of incorporation. The legal representative is a Chinese national with full civil capacity. Apart from the company, its legal representative, and key personnel, all other entities are validly established, validly existing, and well-established enterprises in accordance with the applicable laws and regulations of their place of incorporation. The company’s articles of association have been legally and validly registered (if required) and are valid and enforceable.

5.1.5

Legal

and Compliant. The Company conducts its business activities strictly in accordance with the scope of business stipulated in its Articles

of Association and the provisions of Chinese law. There are no instances of conducting business operations without obtaining the necessary

licenses, government approvals, permits, qualifications, certifications, filings, approvals, and permits (“Business Licenses”),

nor are there any violations of laws and regulations. All licenses, approvals, and permits required for the Company’s business

activities under applicable laws have been applied for and obtained in accordance with the law; and all such licenses are valid and valid.

Regarding the Business Licenses required for the Company’s future business, the Company reasonably anticipates that there will

be no situation where it will be unable to obtain them or where it may be illegal or subject to any penalties from government agencies.

All of the Company’s activities consistently comply with valid Chinese laws and the requirements of relevant government departments,

and the existing shareholders have not violated any Chinese laws that could have a material adverse effect on the Company.

5.1.6

Financial Situation. Regarding the financial receipts and expenditures incurred by the Company during its preparation and operation as of the Closing Date, the Company has prepared corresponding financial accounting books that truthfully, completely, accurately, and fairly reflect the Company’s financial position and operating status as of the Closing Date, and are consistent with the Company’s books, vouchers, and financial records in all material respects, and comply with the requirements of Chinese law and Chinese accounting standards. The Company has no cash sales revenue, liabilities, misappropriation of Company funds by existing shareholders and/or key personnel, commingling of financial receipts and expenditures with related parties, or other material internal control loopholes. The Company has no outstanding debts or legal liabilities that may affect the realization of the anticipated transactions under the

terms

and conditions of this Agreement or other transaction documents, or that may have a material adverse effect on the Company. The financial

statements provided by the Company to the Investor as of December 31, 2025 (the “Balance Sheet Date”) truthfully,

completely, and accurately reflect the Company’s operating and financial position during the relevant period or as of the relevant

Balance Sheet Date. As of the closing date, (a) no events have occurred that would trigger the early maturity of the Company’s

debts, except in the Company’s ordinary course of business; (b) no assets of the Group have been disposed of or removed from the

Company’s control, the Company has not signed any documents that would result in non-ordinary financial expenditures of the Group,

nor has it incurred any such liabilities. The Company has never provided guarantees for any other party, nor has it ever created any

mortgages, pledges, or other security interests in its assets. The Company has no outstanding payments due to existing shareholders and/or

key persons.

5.1.7

Shareholding structure. None of the company’s current registered capital has been fully paid up. Except for statutory rights such as the right of first refusal under Chinese law and the subscription rights stipulated in the transaction documents, there are no of the following circumstances relating to the company’s registered capital: (i) any trust, nominee, concerted action, or authorization of other entities to exercise any shareholder rights and interests or similar arrangements; or (ii) any right of first refusal, option, or right and interest relating to convertible securities; or (iii) any seizure, detention, freezing, or forced transfer measures implemented by any judicial or administrative authorities; or (iv) any existing or established pledges or other security interests or third-party interests in the company’s registered capital; or (v) any circumstances that may lead to the forced sale or disposal of the company’s equity or may affect any shareholder rights and interests enjoyed by shareholders and/or investors in relation to the company’s registered capital, or may cause any third party to directly or indirectly acquire any shareholder rights and interests in the company’s registered capital (including but not limited to situations where the company promises to transfer its equity, shareholder interests, or property shares to a third party); or (vi) any dispute concerning the company’s equity. Except as disclosed, the Company has never committed to or actually issued any other rights, shares, bonds, warrants, options or similar rights in any form to any person, including but not limited to equity incentive plans or other plans that may grant equity in the Company or any other equity incentive or similar arrangement that may dilute or mitigate the investor’s share or equity stake in the Company.

5.1.8

No changes. The Company has not engaged in any of the following activities: (i) providing guarantees, mortgages, pledges, or other security interests in its property; (ii) suffering any loss or experiencing any change in its relationship with suppliers, customers, or employees that would have a material adverse effect on the Company; (iii) experiencing a material adverse change in its financial condition or engaging in any material transaction outside the normal course of business that would result in material liabilities; (iv) generating any shareholder or board resolutions that differ from the Company’s ordinary course of business, except for resolutions formed for the performance of this Agreement; (v) purchasing, leasing, transferring, or disposing of assets beyond the normal course of business; any expenses beyond the normal course of business or purchasing any tangible or intangible assets; (vi) any material transaction or action not in the normal course of business or signing any agreement document; (vii) breaching the representations and warranties under this Agreement by act or omission; and (viii) any act or omission that could lead to the occurrence of the foregoing.

5.1.9

Taxation. The company has completed all applicable legal tax registrations, paid all taxes due, and is not required to pay any penalties, surcharges, fines, or interest related to such taxes. The company has no outstanding taxes, fees, fines, interest, or other expenses payable or withheld on its behalf, nor has it promptly paid or withheld all such taxes, fees, fines, interest, or other expenses to the relevant government authorities. Furthermore, the company has no tax violations or irregularities, and is not involved in any tax-related disputes or litigation.

5.1.10

Ownership of Assets. The Company has a legal, valid, and sole ownership and/or right to use any movable property, non-fixed assets, fixed assets, intellectual property rights, or other intangible assets currently owned, held, or used by the Company. None of the following conditions exist concerning any of these Company assets: (i) any mortgage, pledge, trust, or similar arrangement concerning the Company assets; or (ii) any seizure, attachment, freezing, or forced transfer measures implemented by judicial or administrative authorities; or (iii) any circumstances that may affect the Company’s rights and interests in its assets. The Company lawfully leases and uses the real estate it uses as its registered address and office address, without any encumbrances, and the Company has not breached any agreements relating to the lease of such real estate, nor are there any circumstances that would restrict or prohibit the Company from continuing to lease, possess, or use such real estate. Apart from this, the Company does not have legal ownership or other rights or interests in any immovable property.

5.1.11

Intellectual Property. The Company owns the legal title or right to use all intellectual property rights (as listed in the disclosure letter) necessary for its business operations. These intellectual property rights are valid and enforceable, and there are no circumstances that could render any intellectual property rights invalid or unenforceable. The Company currently holds and applies for other intellectual property rights necessary for its main business in its own name. It can independently conduct its main business based on the intellectual property rights owned in its own name, without relying on any intellectual property rights granted, licensed, or otherwise permitted by any third party other than the Company to conduct business, engage in operations, or generate profits. Regarding the core intellectual property rights required for the Company’s future business, there are

no known or reasonably foreseeable circumstances preventing successful registration or licensing of such intellectual property rights. The Company has not licensed or permitted any third party to use any of its intellectual property rights. Apart from the intellectual property rights listed in the disclosure letter, existing shareholders, key personnel, or other related parties do not own or hold any intellectual property rights necessary for the Company’s business. The Company has not and has no need to use any intellectual property rights held by any employees (including the founders) or personnel currently to be hired by the Company prior to their employment with the Company. To the best of the Company’s knowledge, its operations and the use of any intellectual property rights do not infringe upon the intellectual property rights of any third party, and the Company has not received any claims or objections from any third party regarding intellectual property rights. Regarding the company’s future core technologies and other trade secrets for which intellectual property rights are to be applied, the company has taken appropriate confidentiality measures and has not disclosed them in any way to any party other than employees who have a genuine need to know such information.

5.1.12

Related Party Matters. Between the Company and its existing shareholders and other related parties: (i) there are no contracts, commitments or any transactions that have been, are in progress or are planned; (ii) there are no direct or indirect, one-way or two-way debts (except for wages that are currently payable), commitments to provide loans or guarantees; and (iii) there is no direct or indirect interest in the Company or any contracts signed by the Company or any significant business relationship (including the purchase, sale, licensing, authorization to use, or provision of any of the Company’s products, intellectual property or other assets and services).

5.1.13

The

Company has fulfilled its obligations as a party to this Agreement in a timely and appropriate manner in accordance with the law and

the contract, and there is no breach of contract. The Company warrants that the conclusion, performance, and completion of the

transactions under this Agreement will not (nor will any person be entitled to) terminate, modify, or prejudice any material rights

of the Company under any such Agreement. The term “Agreement” as used in this clause includes any contract,

memorandum, letter of understanding, correspondence, declaration, undertaking, agreement, or any other written or oral agreement

that is binding on the Company. The Company has provided copies of the aforementioned agreements or contracts to the

Investor.

5.1.14

Litigation and other legal proceedings. There are no pending, ongoing, unresolved, or unexecuted proceedings initiated by or relating to this company, in which this company is the opposing party, or to the best of this company’s knowledge.

5.1.15

Labor and Human Resources. The company has not violated any labor laws or regulations regarding employment, social insurance, or housing provident funds, nor is there any dispute regarding these matters. The company has no outstanding compensation (including but not limited to bonuses, profit-sharing bonuses, or other incentive plans or promised benefits) owed to any employees. Company employees (including founders) have not violated their employment contracts, confidentiality and intellectual property protection agreements, or non-compete agreements signed with the company, nor have they made any requests to resign or be suspended, nor have any disputes or conflicts arisen as a result. The company has no equity incentive plans or other reward plans established for any of its employees or external consultants.

5.1.16

Other representations and warranties regarding key persons.

(1)

key personnel have no other undisclosed external investments or positions held outside the company. They meet the eligibility requirements for their positions under applicable laws and regulations, and there are no circumstances restricting them from serving as legal representatives, directors, supervisors, or senior managers (including no personal liability for illegal activities of companies in which they previously held shares or held positions).

(2)

Key personnel are not subject to any outstanding non-compete agreements or similar obligations with their former employers that may affect their employment with the company, and their conduct while employed by the company does not violate any agreements with other entities outside the company regarding employment arrangements, confidentiality obligations, or non-compete obligations. They may continue to hold their respective positions after the closing date.

(3)

The services or labor provided by key personnel to the company will not violate any contracts they have signed or any binding commitments they have made to them (including but not limited to confidentiality obligations, non-competition obligations and non-solicitation obligations (if any)), and there is no situation that would cause them and/or the company to infringe on the intellectual property rights or trade secrets of others (including but not limited to key personnel not improperly using any work or results or confidential information that should belong to the former employer without the former employer’s consent and that they made during their employment with the former employer for the company).

(4)

the key personnel and their affiliates control, hold shares in, or hold positions in enterprises that engage in the same, similar, or competitive businesses as the company.

5.1.17

Disclosure. All documents, statements, and information provided by the Company in connection with this transaction and under this Agreement and other transaction documents are true, accurate, and complete.

5.2

The existing shareholders make the following representations and warranties to the other parties to this Agreement on the signing and closing dates, and ensure that all such representations and warranties are true, complete, accurate and unmisleading as they are made on the signing, closing and payment dates, and have the same effect and validity as they are made on the closing and payment dates. The shareholders also acknowledge that the Investors entered into this Agreement based on their full reliance on the following representations and warranties:

5.2.1

Each of the existing shareholders is a citizen, legal person or entity with full civil rights and capacity under Chinese law, and has been duly and validly authorized to sign this Agreement (if required). Once signed, this Agreement constitutes a legal, valid and binding obligation on them.

5.2.2

As far as the existing shareholders are concerned, they acknowledge the company’s shareholding structure prior to closing as shown in Clause 2.1 of this Agreement and have no objection to the company’s shareholding structure.

5.2.3

With regard to each existing shareholder, it has obtained all internal and external approvals (if required) for the signing, delivery and performance of transaction documents in which it is a party, and the signing and performance of this Agreement and other transaction documents do not violate or conflict with the applicable laws, regulations, administrative orders of government departments, or other contracts or legal documents entered into by that party as a party.

5.2.4

Regarding the pre-closing restructuring, it voluntarily waives its preemptive rights, preemptive subscription rights, or other similar preferential rights (if any) as an existing shareholder of the company; regarding this transaction, it voluntarily waives its preemptive subscription rights and other preferential rights (if any) as an existing shareholder of the company.

5.3

Each company and existing shareholder undertakes that if they become aware of any event occurring after the signing date, before the closing date, or before the payment date that renders any representation or warranty untrue, inaccurate, or misleading in any respect, they will immediately notify the investors in writing and take appropriate action.

Article 6 Promise

6.1

The companies jointly made the following commitments to the investors:

6.1.1

From the date of signing to the closing date, the Company shall, and the existing shareholders and key persons shall, ensure that the Company conducts its business in the normal course of business and shall make every effort to maintain the integrity of its business organization, maintain its relationships with third parties and retain its existing management and employees, and maintain the status quo of all assets and property owned or used by the Company (except for normal business use and wear and tear).

6.1.2

From the date of signing to the closing date, during the company’s normal working hours, the existing shareholders, key persons, and the company shall provide the investor and its representatives with all information reasonably requested by the investor, including but not limited to providing the investor’s appointed lawyers, accountants, and other representatives with all of the company’s accounts, records, contracts, technical information, personnel information, management information, and other documents (if any). The existing shareholders, key persons, and the company agree that the investor has the right to conduct a due diligence review of the company’s finances, assets, and operations at any time prior to the closing date. Furthermore, for any breach of this agreement by any existing shareholder, key person, or company that has occurred or is expected to occur, the existing shareholders, key persons, and the company shall immediately notify the investor in writing of the aforementioned breach.

6.1.3

From the date of signing to the closing date, existing shareholders, key personnel, and the company shall promptly inform the investors in writing of the following matters and discuss their impact on the company with the investors, thereby ensuring that the company will operate stably in a reasonable manner:

(i)

Any changes in the Company’s share capital structure, financial condition, assets, liabilities, business, prospects or operations that have or may have a material adverse effect on the Company;

(ii)

entering into agreements containing abnormal terms (including, but not limited to, long-term, harsh terms that will have a material adverse effect on the company) and any agreements, proposals, or intentions relating to the foregoing; and

(iii)

Progress of handling business registration change procedures, foreign investment information reporting procedures, and FDI foreign exchange registration/filing procedures for the company’s change to a foreign-invested enterprise in connection with this transaction (if applicable).

6.1.4

From the date of signing to the closing date or the date of termination of this Agreement (whichever occurs earlier), the Company, its existing shareholders, key persons, and their affiliates and advisors, as well as their respective directors, officers, and representatives, shall (i) deal exclusively with the Investor and its affiliates in matters relating to this Transaction; (ii) not directly or indirectly engage in any other transaction similar to this Transaction or conflicting with the Transaction Documents, including but not limited to the purchase, sale, transfer (whether in the form of a merger, consolidation, or otherwise) of the Company’s equity or substantially all of the Company’s

assets, or other forms of investment or acquisition (any of the above transactions being referred to as “Third-Party Transactions”); (iii) immediately terminate any discussions or negotiations with any person regarding Third-Party Transactions, and thereafter shall not engage in or conduct any discussions or negotiations with any person regarding Third-Party Transactions, nor provide any information to any person regarding Third-Party Transactions; and (iv) not encourage any inquiries or recommendations regarding potential Third -Party Transactions, or take any other action to facilitate such inquiries or recommendations. Existing shareholders and key persons shall promptly notify the Investor of any inquiries received from any other party relating to potential Third-Party Transactions.

6.1.5

From the date of signing to the date of payment, unless otherwise stipulated in this Agreement or with the prior written consent of the Investor, the Company shall not, and existing shareholders and key persons shall ensure that the Company does not engage in, the following actions:

(1)

The right to repurchase or transfer any equity, increase, decrease, or transfer registered capital, or dispose of its registered capital and equity by mortgage or other means;

(2)

To take any actions such as merger, division, suspension of operations, acquisition, restructuring, liquidation, bankruptcy filing or other similar actions;

(3)

To engage in, permit or facilitate any act or omission that would make or cause any representation, warranty or undertaking made under this Agreement to be untrue, inaccurate or breached;

(4)

To make any overseas investment arrangements, or to establish any subsidiary or branch;

(5)

To provide any guarantee (including mortgage, pledge, guarantee or other means) for oneself or any third party;

(6)

except those made for the purposes of this transaction and to fulfill obligations under this Agreement);

(7)

Any changes to the board of directors or senior management, or the development or updating of new plans for the appointment of directors to executive or employee stock ownership plans;

(8)

No transactions with related parties, except (i) employment contracts with employees and senior management; and (ii) reimbursements or advances to employees that arise in the ordinary course of business and are in accordance with business practices.

(9)

Take other actions that may lead to significant adverse effects.

6.1.6

The Company promises to the investors that the funds raised in this round of investment will only be used for the operation of the Company’s core business (“Permitted Use”). Any use of the investment funds outside the Permitted Use must obtain the prior written approval of the Company’s Board of Directors (“Board”) (including the consent vote of the investor’s directors). Under no circumstances may the proceeds be used to repay or settle any debts of the Group Company to its shareholders, directors, officers, employees, their affiliates, or other entities, or for dividends or share buybacks, without the prior written consent of the investors.

6.1.7

Following the Closing Date, the Company, and its existing shareholders and key personnel, shall ensure that the Company complies with applicable laws, its articles of association, and relevant business contracts, conducts its business operations and governance in accordance with relevant regulations, and adjusts its business and services from time to time to maintain legal compliance in accordance with changes in applicable laws and the requirements of competent authorities. For any future business activities the Company intends to undertake, the Company shall obtain all required operating licenses and permits before commencing any such business activities to ensure the legality and compliance of its operations. If, following the Closing Date, any of the Company’s business activities or products require relevant business licenses under applicable laws or as required by government authorities, the Company shall obtain such licenses within the timeframe required by law or government authority.

6.1.8

The company, and its existing shareholders and key personnel, shall ensure that the company effectively leases properties necessary for its business operations and that the company obtains legal, continuous, stable and effective rights to use such properties.

6.1.9

The company, its existing shareholders, and key personnel shall ensure that the company complies with applicable laws, completes tax registration in accordance with the law, and withholds and pays in full the personal income tax on all employees’ income earned in connection with the company, and pays other corporate taxes in accordance with the law. The company shall strictly abide by all tax regulations, declare all taxable income correctly, completely, and promptly in accordance with the regulations of the national and local tax authorities of China, pay all taxes due, and ensure that no incidents occur that result in penalties for the company’s violation of relevant tax laws, regulations, and rules.

6.1.10

The company, and its existing shareholders and key personnel, shall ensure that the company enters into relevant agreements with its existing and future managers, directors, and employees in accordance with the templates for employment contracts, confidentiality and intellectual property protection agreements, and non-compete agreements (the format and content of which are shown in Annex 5 to this Agreement), comply with applicable laws concerning labor employment, social insurance, and housing provident funds, promptly register for social insurance and housing provident funds, and pay social insurance and housing provident fund contributions for all employees on time and in full in accordance with the contribution base, contribution ratio, and other requirements stipulated by such laws and regulations, and improve and comply with all employment-related systems of the company in accordance with relevant laws and regulations and the requirements of the competent government departments.

6.1.11

Following the signing date, the Company, and its existing shareholders and key personnel, shall ensure that the Company gradually improves and standardizes its relevant systems in accordance with the law, achieving standardized operation and maintaining compliance in areas such as assets, account opening, personnel, organization, business, finance, accounting, information disclosure systems, internal control systems, and control over related-party transactions and external guarantees. Any agreements signed by existing shareholders, key personnel, or any other third parties on behalf of the Company prior to its establishment shall be transferred to the Company or re-signed by the Company within a reasonable period after closing. Where the Company’s future business operations involve bidding and tendering, it shall strictly comply with the provisions of relevant laws and regulations concerning bidding and tendering and anti-bribery.

6.1.12

The company promises that it will legally own all intellectual property rights necessary for its business operations, and will not license its owned or currently used brand and intellectual property rights to any entity outside the company or for any business outside its main business without the approval of the company’s authorized internal body. The company, and its existing shareholders and key personnel, shall ensure that the company continuously takes all reasonable measures to protect its business-related intellectual property rights, including but not limited to registering, filing, and applying for trademarks, trade names, domain names, copyrights, computer software copyrights, utility models, designs, patents, and other intellectual property rights related to the business. The labor or services provided by key personnel to the company shall not infringe upon the intellectual property rights or trade secrets of others (including but not limited to key personnel not improperly using any work or results or/or confidential information created during their employment with their former employer that should belong to their former employer without their consent). However, ownership of any intellectual property rights related to the company’s main business developed after their departure from the company belongs to the company. Key personnel promise that their employment with the company and the conduct of the company’s business shall not infringe upon any intellectual property rights of any third party. The company warrants that it has no obligation to use any information and/or intellectual property of key personnel prior to their employment with the company without the consent of their former employers.

6.1.13

Without the prior written consent of the investor, and regardless of whether the investor holds equity or shares in the company, neither the company nor any existing shareholder may, and shall ensure that no company may, use, print or reproduce the name, logo or trademark of the investor or a similar or analogous name, logo or trademark in any of its marketing, advertising or promotional materials or for marketing, advertising or promotional purposes or in any other way.

6.1.14

The key person shall, and the Company shall cause the key person to, join the Group as soon as possible and in no event later than the date of full payment of the initial capital increase, and sign an employment contract, confidentiality agreement, non-competition agreement and intellectual property ownership agreement with the Group in accordance with the template shown in Annex 5 of this Agreement.

6.2

Key personnel made the following irrevocable commitments to the investors:

6.2.1

During

the period in which the Investor holds shares in the Company (“Restricted Period”): Existing shareholders, key persons

and their affiliates, and any entity directly or indirectly controlled by the aforementioned entities, without the prior written consent

of the Investor, shall not, in its own name or as an agent, directly or indirectly: (1) engage, alone or with others, in any form (including

but not limited to investment, mergers and acquisitions, joint ventures, cooperation, partnerships, trusteeship, contracting or leasing,

purchasing shares or participating in shares) in or outside of China, in any form; (2) make any form of investment in any entity engaged

in a business that is the same as, similar to or competitive with the Company’s business, or establish any such entity, but purchase

listed companies on the public market. (3) Soliciting or enticing senior management, employees, customers, suppliers or partners of the

Company for itself and its affiliates, or entities engaged in the same, similar or competing business as the Company’s business;

(4) Engaging in any business dealings with any entity engaged in the same, similar or competing business as the Company’s business

that are related to the Company’s main business and that harm the Company’s interests; (5) Providing any form of consultation

or advice related to the business to any entity engaged in the same, similar or competing business as the Company’s business; and

(6) Engaging in or participating in any business, project or activity that constitutes or may constitute direct or indirect competition

with new business, project or activity that the Company intends to develop.

6.2.2

During the period when the investor holds shares in the company, unless otherwise agreed in writing by the investor, the key person has an obligation to perform his/her duties diligently and solely to the company, to act in the best interests of the company and its shareholders, and shall not hold a position in any other company or entity outside the group without the investor’s consent, nor engage in any other part-time work or participate in the operation of other companies or entities in any way (including establishing new enterprises), except for holding positions in non-profit organizations such as industry associations.

6.3

Project and reward arrangements

(1)

All parties agree that, provided the key personnel achieve their performance targets and continue to comply with the transaction documents and company management system, a total of RMB 500,000 in pre-tax salary and bonuses will be paid annually to the two key personnel (the Fantasy Voice project during the accounting restriction period is not included in the total of RMB 500,000 in pre-tax salary and bonuses). The specific plan is as follows: 1) The investor will pay the key personnel a salary of RMB 10,000 per person per month and pay social security and housing provident fund contributions in accordance with the law, and will also pay the key personnel a performance bonus of RMB 10,000 per person per month. 2) If the audited consolidated net profit of the Group (excluding the impact of the profit of the Fantasy Voice project during the accounting restriction period) is higher than RMB 480,000, then the key personnel will receive a total year-end bonus (total year-end bonus for key personnel = RMB 500,000 (if the after-tax profit is higher than RMB 480,000 but lower than RMB 500,000, then the RMB 500,000 will be adjusted to the actual after-tax profit) - the total pre-tax salary and performance bonus already paid to the key personnel in the current year). If the audited consolidated net profit of the Group (excluding the impact of the profit of the Fantasy Voice project during the accounting restriction period) is less than RMB 480,000, the performance bonus for key personnel will be suspended in the following year until the cumulative net profit of the Group in each year (the net profit of a certain year is calculated up to RMB 500,000) can cover the pre-tax salary and performance bonuses paid to key personnel in previous years, and then the monthly performance bonus will be paid to key personnel.

(2)

to conduct independent accounting for the “Singing Vision” project and the “Fantasy Voice” project according to the following scheme: 1) During the accounting restriction period, the audited net profit of the “Fantasy Voice” project belongs to Qingniao Culture and will be distributed to Qingniao Culture as dividends. From the end of the accounting restriction period, the “Fantasy Voice” project will not be separately accounted for, and its revenue and the copyright and all rights and interests of all songs produced (no less than 400 songs) will belong to the Group Company, and all shareholders of the Company will have the right to participate in the dividend distribution; 2) The investor will provide support for the development of the “Singing Vision” project, including but not limited to promotion and traffic generation. If the project becomes profitable, the investor will issue investor stock (a NASDAQ-listed company in

the United States, stock code: FIEE) as a reward to relevant business personnel (the corresponding number of shares will be based on the actual stock price at the time of issuance and shall meet the requirements of the stock exchange and other relevant regulatory authorities at that time). The value of the shares issued to investors = audited net profit of the project * 40% (if the total equity held by Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., and Cai Yuanyao falls below 40% due to future company financing, etc., then it will be calculated based on the actual total equity held by Guangzhou Qingniao Culture Co., Ltd., Shenzhen Yaojin Creative Media Co., Ltd., and Cai Yuanyao at that time).

(3)

The investors promised that until the total dividends distributed to all shareholders reached RMB 20 million, the dividends that the investors should actually receive would be temporarily retained by the company and used for the development and operation of the group company. Once the total dividends reached RMB 20 million, the investors would require the company to pay the historical dividends.

Article 7 Liability for breach of contract and compensation

7.1

any of the companies and existing shareholders (“Indemnifying Parties”) breach any of their express representations,

warranties or covenants under this Agreement, or any other obligation under the Transaction Documents, or any applicable laws and regulations,

resulting in any and all damages, losses and expenses (including, but not limited to, any damages, losses, expenses and costs actually

suffered, incurred or incurred by the Investor or its affiliates, directors, partners, shareholders, employees, agents and representatives

(“Indemnified Parties”) (“Losses”), the Indemnifying Parties shall indemnify and hold harmless the Indemnified

Parties from and against any and all damages, losses, expenses and costs (including reasonable legal fees and expenses and reasonable

costs of investigating any claims) (“Losses”). For the avoidance of doubt, if any of the companies breach any of their

warranties, covenants, agreements or other provisions under the Transaction Documents, or any statement made by any company under the

Transaction Documents is untrue, thereby causing any loss to the Investor, the company shall be jointly and severally liable to the Investor

for such loss.

7.2

Each company shall jointly and severally indemnify, defend, and hold harmless the indemnified party from and against any loss actually suffered, incurred, or arising out of or against the indemnified party as a result of the following: The indemnified party’s right to make claims regarding the matters listed in Section 7.2 shall not be affected by any disclosure in the disclosure letter or otherwise:

(1)

the closing date, the Company has violated Chinese labor laws and regulations or its obligations to pay social insurance and housing provident fund, it has been subject to any administrative penalties by the competent government authority, or has failed to pay in full any taxes payable or withheld (including but not limited to any fines, surcharges, penalties and interest related to taxes).

(2)

Key persons who breach their full-time, confidentiality, intellectual property transfer, non-solicitation or non-competition obligations to their former employers or other entities on or prior to the closing date, or who have any disputes with their former employers;

(3)

Key personnel who violate their employment contracts, confidentiality and intellectual property protection agreements or non-competition agreements signed with the company, or who violate the commitments listed in Article 6.2 of this agreement;

(4)

Any group company’s shareholding structure, share ownership, shareholder contributions, shareholding arrangements on or before the closing date, or any disputes, controversies or penalties arising therefrom;

(5)

If the Group fails to maintain the validity of its intellectual property rights (except those that have expired according to law), the freedom to implement them, and the non-infringement of third-party rights on or before the closing date, or if there is an unclear ownership of intellectual property rights, or if it infringes any third party’s intellectual property rights;

(6)

Any violation of Chinese laws and regulations by the Company prior to the closing (including but not limited to failure to obtain relevant government permits, approvals and filings for its operations) that results in penalties, claims or assertions against the Company by government departments or any third party;

(7)

Any litigation, arbitration, administrative investigation or other administrative or judicial proceedings involving any group company in connection with its actions or events on or before the closing date.

7.3

The Investor shall not be liable for any debts, liabilities, or responsibilities of the Company that existed or arose prior to the Closing Date, or any debts, liabilities, or responsibilities that arise after the Closing Date due to events occurring prior to the Closing Date. The Company shall continue to be liable for all such debts, liabilities, and responsibilities, whether existing or potential, known or unknown, accumulated or non-accumulated, due or not due. The Company shall use all its efforts to hold the Investor harmless from any loss that may be suffered by the Investor as a result of the foregoing, and shall handle all litigation, related indemnification, and legal proceedings as directed by the Investor. The Company shall be jointly and severally liable to the Investor for and hold harmless from any loss suffered by the Investor after the Closing Date as a result of such matters.

Article 8 Termination

8.1

This Agreement may be terminated under the following circumstances:

(1)

All parties unanimously agreed in writing;

(2)

If any of the following occurs: (i) the closing conditions set forth in Clause 3.2 are not fully satisfied within [30] days after the signing of this Agreement and are not waived by the Investor; (ii) any representation or warranty made by any of the Companies in this Agreement is found to be materially untrue, inaccurate, or materially incomplete or misleading; (iii) any of the Companies materially breaches any of its commitments or other obligations under this Agreement and fails to remedy such breach within ten (10) business days after the Investor issues a written notice requiring performance of its obligations; or (iv) the Company fails to complete the necessary business registration changes for the first step of the transaction as required by the Investor within 15 days of the signing of this Agreement.

8.2

In the case of Article 8.1 (1), this Agreement shall terminate on a date on which all parties unanimously agree in writing. In the case of Article 8.1 (2) (ii)-(iv), this Agreement shall terminate only upon the Investor giving the Company a written notice of termination. In the case of Article 8.1 (2) (i), any party to this Agreement shall have the right to terminate this Agreement by giving a written notice of termination, and for any party, this Agreement shall terminate upon that party giving such written notice. Upon termination of this Agreement, the parties shall return the consideration received from each other under this Agreement in a fair, reasonable and good faith manner and restore as much as possible to the state at the time of signing this Agreement; if the transaction has been completed, the Company shall return the investment to the Investor within fifteen (15) business days from the date of termination of this Agreement; if the registration authority has registered the Articles of Association and the capital increase under this Agreement, the parties shall cooperate and make their best reasonable efforts to revoke or amend such registration.

8.3

If any investor terminates this Agreement in accordance with its provisions, the termination shall only be effective to the extent of the rights and obligations of that investor, and shall not affect the investment rights of other investors or the validity of this Agreement among other relevant parties. The parties may then amicably negotiate and renegotiate the relevant agreements. The decision of other investors to continue investing shall not constitute an exemption from the Company’s liability for breach of contract, and the investors shall have the right to demand that the Company bear the corresponding liability for breach of contract in accordance with this Agreement.

8.4

Upon termination of this Agreement, Articles 7, 8.2, 8.3, 11, 12, 13 and 14 shall remain in full force and effect.

Article 9 Legal changes

9.1

If, after the signing of this Agreement, any new applicable law or amendment or interpretation of any existing applicable law has a material adverse effect on the economic interests of the Investor or any party or on the completion of the transactions under this Agreement, the parties shall immediately consult with each other and make their best reasonable efforts to make any necessary adjustments to maintain the economic interests of each party from this Agreement at a level not less than the level of the economic interests that party would have obtained if no such applicable law had been promulgated, amended or interpreted, or to complete the transactions under this Agreement.

Article 10 Force majeure

10.1

Definition of force majeure event

“force majeure event” as used in this Agreement refers to any event that prevents either party from performing or partially performing this Agreement, and such event is beyond the reasonable control of either party, unforeseeable, or even if foreseeable, impossible to reasonably avoid or overcome (including but not limited to earthquakes, typhoons, floods, fires, wars, civil or political unrest, terrorism, and infectious diseases).

10.2

Exemption from liability and burden of proof after the occurrence of force majeure events

Unless otherwise provided in this Agreement, if such force majeure event occurs after the signing of this Agreement, and any party to this Agreement is unable to perform or fully, timely, or properly perform any of its obligations under this Agreement due to such event, the obligations of the other parties under this Agreement shall be suspended for the period of delay caused by the force majeure event and shall be automatically extended for the same period as the suspension period. The party affected by the force majeure event and the other parties shall not be liable for breach of contract as a result. However, the party affected by the force majeure event must notify the other parties in writing of the occurrence of such force majeure event within three (3) business days after the occurrence of such force majeure event, and within fifteen (15) business days after the occurrence of the force majeure event, provide the other parties to this Agreement with details of the force majeure event and valid proof of its inability or inability to fully, timely, or properly perform its obligations under this Agreement due to the force majeure event by fax, courier, or mail. Such proof shall be notarized by a notary public in the place where the force majeure event occurred. Depending on the extent of its impact on this Agreement, the parties to this Agreement shall, through consultation, decide whether to terminate this Agreement, partially exempt from performance of this Agreement, or postpone performance of this Agreement. If no agreement can be reached within sixty (60) days from the date of the occurrence of the force majeure event, any party shall have the right to terminate this Agreement, and no party shall be liable for any losses incurred by the other parties to this Agreement as a result.

10.3

Remedial obligations after the occurrence of force majeure events

The party affected by a force majeure event shall immediately take all reasonable and possible measures to eliminate or mitigate the impact of the force majeure event, and shall resume performance of its relevant obligations after the impact of the force majeure event has been eliminated or mitigated. If the party affected by a force majeure event fails to perform the aforementioned obligations, it shall be liable to the other party for breach of contract and compensation for the increased losses or for its failure to resume performance of its obligations under this Agreement after the impact of the force majeure event has been eliminated or mitigated.

Article 11 Applicable Law and Dispute Resolution

11.1

Applicable Law

The formation, validity, interpretation, signing and execution of this Agreement shall be governed by and construed in accordance with the laws of Mainland China.

11.2

Dispute Resolution

11.2.1

All disputes arising out of or relating to this Agreement shall be settled amicably through negotiation. If any dispute cannot be settled amicably within fifteen (15) days of its occurrence, either party shall have the right to submit the dispute to the Guangzhou Arbitration Commission for arbitration in Guangzhou in accordance with its then-effective arbitration rules. The language of arbitration shall be Chinese.

11.2.2

An arbitral award is final and binding on all parties, and any party may apply to a competent court for enforcement of the award. Unless otherwise provided in the arbitral award, the costs and expenses of the arbitration shall be borne by the losing party.

11.2.3

During the negotiation or arbitration of any dispute, the parties to this Agreement shall continue to perform their obligations under this Agreement in good faith in all other respects, except for the matters in dispute.

Article 12 Notify

12.1

communications between the parties to this Agreement during the term of this Agreement shall be conducted in writing, including by fax and email.

12.2

Any

notice or written communication issued by either party in accordance with this Agreement, including any or all offers, documents or notices

(“Notices”), shall be promptly sent or mailed to the relevant party by fax, email or courier.

12.3

The date on which such notice is deemed to be served shall be determined as follows:

(1)

A notice delivered by a person shall be deemed to have been served when it is delivered and signed for by the recipient.

(2)

Notices sent by letter shall be deemed to have been served on the seventh (7th) day after the date of dispatch of the prepaid airmail (as indicated by the postmark), or on the fifth (5th) day after delivery to an internationally recognized express delivery service; and

(3)

Notifications delivered by email are considered delivered when the sender’s email system shows that the email has been successfully sent; notifications delivered by fax are delivered upon sending, with a confirmation report indicating successful delivery serving as proof.

12.4

All notices shall be sent to the following addresses of the relevant parties, unless any change of such addresses has been notified to the parties to this Agreement in accordance with this clause:

(1)

Guangzhou Yinlian Culture Co., Ltd.

Contact Person: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(2)

Key personnel

Contact Person: Zhang Rong

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(3)

Key personnel

Recipient: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(4)

Guangzhou Maltose Culture Communication Co., Ltd.

Recipient: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(5)

Guangzhou Qingniao Culture Co., Ltd.

Contact Person: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(6)

Shenzhen Yaojin Creative Media Co., Ltd.

Contact Person: Guo Hongwei

Address: D2-030, Chegongmiao Metro Station, Tianan Community, Shatou Street, Futian District, Shenzhen

Telephone: [*]

(7)

Cai Yuanyao

Address: Room 709, No. 76 Hubin South Road, Siming District, Xiamen City

Telephone: [*]

(8)

FiEE (HK) Limited

Contact Person: Lam Lai Ching

Address: Unit A1, 29/F, Block A, TML Plaza, 3 Hoi Shing Road, Tsuen Wan, Hong Kong

Telephone: [*]

If any party’s aforementioned communication address or number changes (hereinafter referred to as the “Changing Party”), the Changing Party shall notify the other parties within seven (7) days of such change. If the Changing Party fails to notify the other party in a timely manner as agreed, the Changing Party shall be liable for any losses incurred as a result.

Article 13 Confidential

13.1

Confidentiality obligations

13.1.1

Without the prior written consent of the other party, neither party may make any public statement regarding this Agreement or any other or subsequent legal documents signed in connection with the matters described herein.

13.1.2

Except as otherwise provided in Article 13.2, each party shall treat any information received or obtained by the parties in connection with the conclusion or performance of this Agreement (or any other legal instrument entered into under this Agreement) relating to the following as confidential information and shall not disclose or use it to any third party or the public other than its employees or intermediaries who have the necessary knowledge to know:

(1)

The terms of this Agreement and any legal documents entered into pursuant to this Agreement;

(2)

Negotiations relating to this Agreement (and such other legal documents); and

(3)

Information on the business, financial or other affairs (including future plans and objectives) of any other party.

13.2

Exceptions

13.1

shall not be used to prohibit the disclosure of any information in the following circumstances:

13.2.1

The law, the rules or regulations of any regulatory authority or any recognized stock exchange require disclosure or use (but in this case, the party shall only disclose to the extent required by such requirements and shall endeavor to seek confidentiality treatment or other appropriate remedies to ensure the confidentiality of such information to the extent reasonably required by the non-disclosing party).

13.2.2

Disclosures may be made to all parties, their parent companies or investors, and professional advisors of all parties or their parent companies or investors, provided that such recipients of information comply with the provisions of Article 13 concerning such information as if they were parties to this Agreement.

13.2.3

The information has become publicly known not due to any breach of this Agreement by either party or any other person’s breach of their confidentiality obligations; or

13.2.4

The other party has given prior written approval for disclosure or use.

Article 14 Cost

14.1

All legal, financial and other expenses and costs incurred by the investor in connection with this transaction shall be borne by the investor.

14.2

Unless otherwise agreed in this Agreement, the Company shall pay and bear all taxes and government fees (if any) related to this round of investment.

Article 15 Other agreements

15.1

Divisibility

Each provision of this Agreement shall be independent and valid. If any provision of this Agreement is illegal, invalid, or unenforceable, or is declared illegal, invalid, or unenforceable by any competent arbitral tribunal or court, then:

(1)

The other provisions of this Agreement remain in full force and effect; and

(2)

The parties shall agree to modify or replace the aforementioned clauses that have been declared illegal, invalid, or unenforceable with legal, valid, and enforceable terms, the result of which shall be as consistent as possible with the commercial objectives anticipated by the parties at the time of signing this Agreement and in balance with the interests of the parties.

15.2

Applicability

Unless otherwise provided in this Agreement or other transaction documents, this Agreement and other transaction documents shall apply to and be binding on the parties and their respective authorized successors.

15.3

All Agreements

This Agreement and other transaction documents shall constitute the complete and sole agreement between the parties concerning all relevant matters under this Agreement, and supersede all prior oral or written agreements, contracts, understandings and communications between the parties concerning matters under this Agreement.

15.4

No implied abstention

Unless otherwise provided in this Agreement and by either party through a written waiver, nothing shall be deemed a waiver of any right under this Agreement by that party. A party’s waiver, in specific circumstances, of its right to pursue a breach of this Agreement by another party shall not be deemed a waiver of its right to pursue a similar breach of this Agreement by another party in other circumstances. Furthermore, any failure by a party to insist on strict performance of any provision of this Agreement, or to exercise any right under this Agreement, shall not be deemed a waiver of any such provision or of any future exercise of such right.

15.5

Non-transferable

No party may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties. Notwithstanding the foregoing, an Investor may assign any of its rights and obligations under this Agreement to any third party without the prior written consent of the other parties.

15.6

Effective

This agreement shall come into effect upon signature by all parties. Natural persons shall sign the agreement themselves, while legal persons and other parties shall sign the agreement and affix their official seal (if required) through their legal representatives or authorized representatives.

15.7

Revise

This Agreement is subject to amendment only upon being signed by all parties in a written document.

15.8

Language and text

This Agreement is written in Chinese. This Agreement and any supplementary agreements thereof may be executed in multiple copies, each copy being deemed an original, and all such copies together constitute the same Agreement. The parties may exchange signature pages electronically in PDF format or by fax. This Agreement, in its entirety (whether in copy or other form), shall be binding on the parties.

The following is the signature page of this agreement (no text follows)

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Guangzhou Yinlian Culture Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Dingcheng

Name:

Zhang Dingcheng

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Guangzhou Maltose Culture Communication Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Rong

Name:

Zhang Rong

Position:

Authorized Signatory

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Guangzhou Qingniao Culture Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Dingcheng

Name:

Zhang Dingcheng

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Shenzhen Yaojin Creative Media Co., Ltd. (Official Seal)

Signature:

/s/ Wang Jianyong

Name:

Wang Jianyong

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Cai Yuanyao

Signature:

/s/ Cai Yuanyao

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

FiEE (HK) Limited

Signature:

/s/ Li Wai Chung

Name:

Li Wai Chung

Position:

Authorized Signatory

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Zhang Dingcheng

Signature:

/s/ Zhang Dingcheng

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

the above, the parties hereby enter into this Investment Agreement on the date stated at the beginning of this document.

Zhang Rong

Signature:

/s/ Zhang Rong

Guangzhou Yinlian Culture Co., Ltd.

Investment Agreement Signature Page

Appendix I

Shareholder Agreement

I-1

Appendix II

Articles of Association

II-1

Appendix III

Key personnel

Name

ID number

Zhang Dingcheng

[*]

Zhang Rong

[*]

III-1

Appendix IV

Disclosure Letter

IV-1

Appendix V

Templates for employment contracts, confidentiality and

intellectual property protection agreements, and non-compete agreements

V-1

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: fiee_ex10-2.htm · Sequence: 3

Exhibit 10.2

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement

March 23, 2026

Table of Contents

Article 1 Definitions

Article 2 Representations and Warranties of the Parties

Article 3 Equity Structure

Article 4 Corporate Governance Structure Arrangement

Article 5 Shareholder Rights

Article 6 Obligations of the Company, Existing Shareholder and Key Persons

Article 7 Confidentiality

Article 8 Amendments and Changes

Article 9 Liability for Breach and Compensation

Article 10 Force Majeure Events

Article 11 Governing Law and Dispute Resolution

Article 12 Other Agreements

Shareholder Agreement

This Shareholders Agreement

(the “Agreement”) was entered into on 23 March 2026 (the “Signing Date”) in Mainland

China (“China”, excluding the Hong Kong Special Administrative Region, the Macao Special Administrative Region

and Taiwan for the purposes of this Agreement only):

Guangzhou Maltose

Culture Communication Co., Ltd. is a limited liability company legally established and validly existing under the laws of China.

Its registered address is Unit 901, 9th Floor, No. 490 Tianhe Road, Tianhe District, Guangzhou (“Maltose Culture”).

Guangzhou Qingniao Culture Co., Ltd., a limited liability company duly established and validly existing under the laws of China, has its registered address at Room 701, West Wing, No. 2 Shuiyin Road, Yuexiu District, Guangzhou (“Qingniao Culture”).

Shenzhen Yaojin Creative Media Co., Ltd. is a limited liability company duly established and validly existing under the laws of China, with its registered address at D2-030, Chegongmiao Metro Station, Tianan Community, Shatou Street, Futian District, Shenzhen (“Yaojin Creative”).

Cai Yuanyao, a Chinese citizen, ID number: [*];

Zhang Dingcheng, a Chinese citizen, with ID number [ID number missing]; [*];

Zhang Rong A Chinese citizen, whose ID number is; [*] (Zhang Dingcheng and Zhang Rong are collectively referred to as “key

personnel”).

In this Agreement, the aforementioned parties are individually referred to as “a party” and collectively as “the parties”.

Article 1

Definition

For the purposes of this Agreement, unless otherwise defined herein, the following terms appearing in this Agreement shall have the following meanings, and any undefined specific terms used in this Agreement shall have the meanings assigned to them by the investment agreement:

1.1

“Shareholder”

refers to any one or more existing shareholders and investors.

1.2

“Related party”

refers to the meaning given by the investment agreement.

1.3

“Closing date”

refers to the meaning given by the investment agreement.

1.4

“Group companies”

means the Company and any of its subsidiaries and any entities directly or indirectly controlled by the aforementioned entities, collectively referred to as the “Group companies” and individually as “each Group company”.

1.5

“Transaction documents”

refers to the meaning given to it by the investment agreement.

1.6

“Control”

refers to the meaning given by the investment agreement.

1.7

“Actions deemed as liquidation events”

refer to (i) a single or series of transactions, such as mergers, acquisitions, consolidations or any other business integrations, equity transfers, sales, or share swaps, which result in the company’s shareholders prior to such transactions no longer holding 50% (50%) or more of the voting rights in the surviving company or entity after such transactions, and other events defined as a transfer of control of the company, except where exempted by the investor; and (ii) the group company selling, transferring, leasing, mortgaging, pledging, licensing to third parties or otherwise disposing of all or most of its assets (including equity and/or contractual arrangements in other group companies held and/or controlled by the group company, licenses, permits and intellectual property rights required for the group company as a whole to conduct business in China).

1.8

“Investment Agreement”

refers to the “Investment Agreement” signed by the Company, existing shareholders and investors on March 23, 2026.

1.9

“Main business”

1.10

“Material adverse effect”

means any situation, effect or change, alone or together with other circumstances, effects or changes, that will affect or have sufficient evidence to show that may cause significant loss, significant burden or significant negative impact on (1) any group company’s business, operations, assets (tangible or intangible), liabilities (including contingent liabilities), operating results (including, but not limited to, any group company’s qualifications, licenses or capabilities to conduct its current or future business), financial condition or prospects, (2) the company’s ability to fulfill its significant obligations under the transaction in accordance with the terms of the transaction documents, or (3) the validity of the transaction documents and their binding force on the company.

1.11

“The

Fantasy Sound Project”

Guangzhou Maltose Culture Communication Co., Ltd. has invested actual costs in the production and distribution of the album “Fantasy Sounds” and the 400 music works with 50-year recording rights (list of works attached). This project will be subject to independent financial accounting for 12 months from the date of signing this investment agreement (hereinafter referred to as the “Accounting Restriction Period”), and will not participate in the calculation of shareholder dividends and pre-tax salaries and bonuses of key personnel.

1.12

“Sing

and Share the World Project”

Article 2

Representations and warranties of all parties

The parties hereby make the following representations and warranties to each other:

2.1

The party is a company (in the case of a non-natural person entity) that is legally established, validly existing and of good standing under the laws of its place of incorporation or registration, or a Chinese natural person with full civil capacity (in the case of a natural person).

2.2

This party has all necessary powers, authorizations and approvals required to execute this Agreement, and is entitled to the full performance of all obligations under this Agreement from the effective date of this Agreement.

2.3

Neither the signing of this Agreement nor the performance of such obligations under this Agreement shall conflict with any provision of such Party’s business license, partnership agreement, articles of association or similar organizational documents.

2.4

Once signed and effective, this Agreement constitutes a legal and binding obligation on the party and can be enforced against it.

Article 3 Equity

Structure

3.1

Upon completion of the first step of the transaction under the investment agreement, the company’s registered capital will be RMB 204,081.63, and the investor will acquire 60% of the company’s voting rights.

3.2

Upon completion of the first phase of the transaction under the investment agreement, the subscribed registered capital and shareholding ratios of the company’s shareholders are as follows:

shareholder

Subscribed registered capital

(RMB/10,000 yuan)

Equity percentage (%)

FiEE (HK) Limited

10.408163

51.00

Guangzhou Qingniao Culture Co., Ltd.

5.500000

26.95

Shenzhen Yaojin Creative Media Co., Ltd.

3.000000

14.70

Cai Yuanyao

1.500000

7.35

total

20.408163

100.00

3.3

The closing of the second step of the transaction under the investment agreement requires the investor to convert all of the RMB 20 million loan into company equity, after which the company’s registered capital will be RMB 250,000.

3.4

the share transfer and settlement of the second step of the transaction under the investment agreement, the registered capital subscribed by each shareholder and their shareholding ratio are as follows:

shareholder

Subscribed registered capital

(RMB/10,000 yuan)

Equity percentage (%)

FiEE (HK) Limited and its designated entities

15.00

60.00

Guangzhou Qingniao Culture Co., Ltd.

5.50

22.00

Shenzhen Yaojin Creative Media Co., Ltd.

3.00

12.00

Cai Yuanyao

1.50

6.00

total

2 5.00

100.00

Article 4 Corporate

governance structure arrangement

4.1

Shareholders’ Meeting

4.1.1

The shareholders’ meeting is the company’s highest authority, deciding on all major matters. Shareholders exercise their voting rights at shareholders’ meetings in proportion to their shareholdings. However, prior to the completion of the first step of the transaction under the investment agreement and prior to the completion of the second step, the parties agree that the voting rights of the investor’s shares will be 60%, and the voting rights of existing shareholders will be 40%. Except for matters stipulated in Article 4.3.1, which require approval according to the procedures specified in Article 4.3.1, other matters requiring shareholder approval must be approved by a majority vote of shareholders representing at least half of the voting rights at a duly convened shareholders’ meeting.

4.1.2

The shareholders’ meeting shall be held at least once a year. An extraordinary meeting shall be convened upon the written proposal of shareholders representing more than one-tenth (1/10) of the voting rights, or more than one-third (1/3) of the directors and supervisors. Unless waived in writing by unanimous consent of all shareholders, a shareholders’ meeting shall be convened by giving all shareholders ten (10) days’ prior written notice, which shall include the agenda of the meeting (including the date, time, place and the topics to be discussed at the meeting) and related documents.

4.1.3

A shareholders’ meeting can only be held if shareholders representing more than half of the voting rights are present, including investors who attend in person, by proxy, or by means of communication (“quorum”).

4.1.4

The shareholders’ meeting shall be convened by the board of directors and chaired by the chairman; if the chairman is unable to perform his or her duties, a director shall be jointly nominated by more than half of the directors to chair the meeting; if the board of directors is unable to perform its duties or fails to perform its duty to convene the shareholders’ meeting, the supervisor shall convene and chair the meeting; if the supervisor fails to convene and chair the meeting, shareholders representing more than one-tenth (1/10) of the voting rights may convene and chair the meeting themselves.

4.1.5

Shareholders may attend meetings in person, by proxy, or by correspondence.

4.1.6

Subject to the other provisions of this Agreement and the relevant provisions of the Company Law of the People’s Republic of China (the “Company Law”), a written resolution approved by the joint signatures of shareholders constituting a quorum for a shareholders’ meeting without the need for a shareholders’ meeting shall have the same effect as a resolution passed by vote at a legally convened and held shareholders’ meeting.

4.2

Board of Directors

4.2.1

The company establishes a board of directors consisting of three (3) directors, two (2) of whom are appointed by the investors and one (1) of whom is appointed by the existing shareholders. If a vacancy arises due to resignation, removal, or health reasons of a director appointed by one party, the original appointing party shall immediately re-appoint a new director, and the other parties shall cooperate in handling the director change procedures. Depending on the specific circumstances, with the consent of the board of directors, the board may establish special committees, but the members of such committees shall include directors from the investors. The term of office for directors is three (3) years, and they may be reappointed by the appointing party. Each party may replace its appointed director before the expiration of the term, but shall notify the board of directors and other parties in writing.

4.2.2

The chairman of the board is the legal representative of the company. If the chairman is unable to perform his/her duties for any reason, he/she shall temporarily authorize another director to exercise his/her powers on his/her behalf. If other directors are unable to perform their/her duties, they shall authorize an agent in writing to exercise his/her powers on their behalf.

4.2.3

hold a board meeting at least once every six (6) months, convened and chaired by the chairman. The chairman shall convene an extraordinary board meeting upon the proposal of at least one-third (1/3) of the directors. Notice of a regular board meeting shall be delivered by the company to each director at least ten (10) days prior to the meeting (by email or fax, etc.), and shall specify the date, time, and place of the meeting and the agenda items to be discussed. For any given meeting, the requirement for written notice may be waived with the consent of all directors.

4.2.4

A quorum for a board meeting shall be one-half or more of the total number of directors (including directors of the investor). Subject to the other provisions of this Agreement, a resolution passed by a simple majority of the directors present at any board meeting meeting with a quorum shall be a valid resolution of the board.

4.2.5

If a director is unable to attend a board meeting for any reason, he/she may issue a written power of attorney to appoint a proxy to attend the board meeting and vote on his/her behalf. The proxy shall have the same rights and powers as the director issuing the power of attorney.

4.2.6

Any meeting of the Board of Directors may be conducted by conference call or other similar communication equipment, provided that all directors present can hear and communicate with each other, and all such directors shall be deemed to have attended the meeting in person.

4.2.7

The board of directors may use a written resolution in place of a board meeting. The resolution is deemed to have been passed once it is sent to or mailed to all directors and signed by all directors in approval.

4.3

Major events

4.3.1

The following matters of the Group Company require the approval of shareholders representing more than two-thirds (2/3) of the voting rights held by all shareholders (including the prior written consent of the lead investor in this round) before they can be carried out:

(1)

Amend the company’s articles of association;

(2)

Increase or decrease registered capital;

(3)

The company merges, splits, dissolves, or changes its form.

4.3.2

In order to fulfill the transactions under the investment agreement, all other shareholders, except for the investors in this round, shall unconditionally cooperate and agree to the matters involved in Article 4.3.1.

4.4

The company does not have a board of supervisors, but has one supervisor, who is elected by the shareholders’ meeting. The term of office for each supervisor is three (3) years. Supervisors may be re-elected upon the expiration of their term.

4.5

The company implements a manager responsibility system under the leadership of the board of directors, and the manager is appointed by the board of directors. The term of office for the manager is three (3) years, and the manager may be reappointed.

Article 5 Shareholder

rights

5.1

Dividend rights

5.1.1

After the closing date, all parties agree that the Company will distribute dividends to all shareholders in an amount not less than 30% of the audited consolidated financial statements of the Group (excluding the Fantasy Voice project during the restricted period). The Investor undertakes that until the total dividends distributed to all shareholders reach RMB 20 million, the dividends actually distributed to the Investor will be temporarily retained by the Company for the Group’s development and operation. Once the total dividends reach RMB 20 million, the Investor will request the Company to pay historical dividends.

5.2

Liquidation preference

5.2.1.

If a company undergoes liquidation, termination, dissolution, or is deemed to be in liquidation, all of the company’s assets available for distribution (after all legal debts, including liquidation expenses, employee wages, social insurance premiums, statutory compensation, and outstanding taxes, have been paid off) (hereinafter referred to as “liquidation assets”) shall be distributed in the following order:

(1)

The investor has the right to receive 100% of the actual investment amount paid (including all investment payments and equity transfer payments made to acquire the company’s equity) and all declared but unpaid dividends in proportion to its shareholding at that time (“Investor Priority Liquidation Amount”) before other shareholders of the company.

(2)

After the aforementioned priority liquidation amount has been fully paid to the investors, the remaining liquidation assets will be distributed according to the shareholding ratio of all shareholders (including investors).

5.2.2.

If applicable law or the practices of the competent authorities do not support the aforementioned provisions regarding the distribution of company liquidation assets under Article 5.2.1, the existing shareholders are obligated to compensate the investors in accordance with the order stipulated in Article 5.2.1, up to the amount of their liquidation distribution proceeds, through gratuitous donation or other legally permissible means. The compensation amount shall be equal to the value of the liquidation assets that the investors would have received under the current provisions of Article 5.2, minus the value of the liquidation assets that the investors would have received under normal liquidation conditions under applicable law. For the avoidance of doubt, the investors shall not incur any additional tax burden due to the change in the method of liquidation asset distribution.

5.2.3.

Unless the investors object, in the event of any deemed liquidation event, the parties shall ensure that all proceeds from the deemed liquidation event are distributed in accordance with the order and manner specified in the foregoing provisions of this Article 5.2. For the avoidance of doubt, if the deemed liquidation event is conducted by way of a share transfer, only the investor shareholders who actually sell their shares in the company shall be eligible for the distribution. Such investor shareholders who actually sell their shares in the company shall have the right to choose (1) to enjoy the value of the liquidation assets obtained under the priority liquidation as stipulated in Article 5.2.1 of this Agreement, or (2) to enjoy the right to receive the consideration corresponding to the sale of the shares at the time of such liquidation event, in which case such shareholders shall no longer enjoy the priority liquidation right under Article 5.2.1 of this Agreement.

5.2.4.

In particular, if the departure of a key person results in a material adverse effect on the group company’s operations, the investor has the right to request the liquidation of the company and the distribution of the company’s liquidation assets in accordance with the order and manner stipulated in Article 5.2, and the company and its existing shareholders shall cooperate in such a manner.

5.3

Information and inspection rights

5.3.1

The parties agree that the Group Company shall prepare the following documents in accordance with the following requirements and provide them to the Investors on time:

(1)

business days after the end of each quarter, provide unaudited quarterly management statements of the group company in an Excel spreadsheet or other form approved by the investor (including consolidated balance sheet, consolidated profit and loss statement and consolidated cash flow statement).

(2)

Within one hundred and twenty (120) days after the end of each fiscal year, provide an audit report and audited consolidated financial statements of the group companies in an Excel spreadsheet or other form acceptable to the investors;

(3)

No later than the start of each fiscal year, the Group shall provide an annual budget plan (including profit and loss and cash flow budget) for the new fiscal year in an Excel spreadsheet or other form approved by the investor, and update the annual budget plan to the investor quarterly based on the implementation of the annual budget plan.

(4)

Within ten (10) business days after each shareholders’ meeting or board meeting, provide the investors and/or the investors “directors with minutes and other meeting materials related to the shareholders” meeting or board meeting;

(5)

To cooperate with investors in collecting and disclosing information in accordance with their compliance requirements, including but not limited to financial and business information, and to complete the filings required by the U.S. Securities and Exchange Commission.

All audits should be conducted by an accounting firm approved by the investor.

During the period that the investor remains a shareholder of the company, the investor has the right to view all financial books and records of any group company and the right to know as a shareholder in accordance with the Companies Act.

Article 6 Obligations

of the Company, Existing Shareholders and Key Personnel

6.1

Intellectual Property Protection

6.1.1

The Company, existing shareholders, and key personnel agree to provide a list of intellectual property rights (including but not limited to copyrights and related rights) related to the Group’s business, obtained by their affiliates and key personnel. Within three months of signing the formal investment agreement, the Company will transfer all intellectual property rights, all qualifications required for operating its main business, business contracts, and business relationships to the Group free of charge. The Company also undertakes that, during the period the investor holds shares in the Company, unless otherwise agreed in writing by the investor, it will not transfer any intellectual property rights, all qualifications required for operating its main business, business contracts, and business relationships out of the Group in any form. Net profit generated by intellectual property rights related to the revenue of the “Fantasy Voice” project during the restricted period will belong to Qingniao Culture and will be distributed to Qingniao Culture as dividends. Net profit generated after the restricted period expires will belong to the Company.

6.2

Full-time and non-competitive

6.2.1

Key personnel shall sign employment contracts, confidentiality and intellectual property protection agreements, and non-competition agreements that satisfy the investors, and undertake, during the period the investors hold shares in the company, to perform their duties diligently and faithfully to the group company and solely to the group company, unless otherwise agreed in writing by the investors. They shall dedicate all their professional efforts to serving the group company and acting in the best interests of the group company and its shareholders. Without the investors’ written consent, key personnel shall not hold management positions in any company or entity outside the group company, nor engage in any other part-time work or participate in the operation of other companies or entities (including companies affiliated with other shareholders and key personnel outside the group company) in any way (including establishing new enterprises).

6.2.2

during which the investor remains a shareholder of the company (“Restricted Period”)): Existing shareholders, key persons and their affiliates, and any entity directly or indirectly controlled by the aforementioned entities, except through the Company, shall not, in their own name or as agents, engage in any business that is the same as, similar to or competitive with the Company’s business, either alone or with others, in any form (including but not limited to investment, mergers and acquisitions, joint ventures, cooperation, partnerships, trusteeship, contracting or leasing, purchasing shares or participating in shares) within or outside China; (2) make any form of investment in any competitor of the Company, or establish any such entity, except for purchasing less than 1% of the shares of a listed company on the public market; (3) solicit or persuade the Company’s senior management, employees, customers, suppliers or partners, etc., for themselves and their affiliates, competitors of the Company; (4) conduct any business dealings with any competitor of the Company that are related to the Company’s main business and that harm the Company’s interests; (5) provide any form of consultation or advice to any competitor of the Company related to the business; and (6) engage in or participate in any business, project or activity that constitutes or may constitute direct or indirect competition with new businesses, projects or activities that the Company intends to develop.

For the purposes of this Agreement, “Competitor” means any enterprise, individual or other entity that is engaged in or plans to engage in a business or activity that is the same as, similar to, constitutes or may constitute direct or indirect competition with the business of the Group Company and its affiliates.

6.3

Financial and Internal Control Management

6.3.1

The Company agrees that the Group should establish a financial and internal control system that meets the governance standards of the NASDAQ-listed company of the investor.

Article 7

Confidential

7.1

Confidentiality obligations

7.1.1

Neither party may make any public statement regarding this Agreement or any other or subsequent legal documents signed in connection with the matters described herein without the prior written consent of the other party.

7.1.2

Except as otherwise provided in Article 7.2, each party shall treat any information received or obtained by the parties in connection with the conclusion or performance of this Agreement (or any other legal instrument entered into under this Agreement) relating to the following as confidential information and shall not disclose or use it to any third party or the public other than its senior management or intermediaries:

(1)

The terms of this Agreement and any legal documents entered into pursuant to this Agreement;

(2)

Negotiations relating to this Agreement (and such other legal documents);

(3)

Business, finances or other matters of any other party (including future plans and objectives).

7.2

Exceptions

7.1

shall not be used to prohibit the disclosure or use of any information in the following circumstances:

7.2.1

7.2.2

Disclosures may be made to all parties, their parent companies or investors, and professional advisors of all parties or their parent companies or investors, provided that such recipients of information comply with the provisions of Section 7.1 concerning such information as if they were parties to this Agreement.

7.2.3

The information has become publicly known not due to any breach of this Agreement by either party or any other person’s breach of their confidentiality obligations; or

7.2.4

The other party has given prior written approval for disclosure or use.

Article 8 Corrections

and changes

8.1

Any amendment

to this Agreement shall be made in writing and signed by all parties to this Agreement.

8.2

If, after the date of signing of this Agreement, any new applicable law promulgated in China or any amendment or interpretation of any existing applicable law (“Law Change”) has a material adverse effect on the economic interests of the Company or any party, the parties shall immediately consult with each other and make their best efforts to make reasonable and necessary adjustments.

Article 9 Liability

for breach of contract and compensation

9.1

The parties agree that each party shall be entitled to claim damages from the Indemnifying Party for any and all damages, losses, costs and expenses (including reasonable legal costs and expenses) arising out of the other party’s (“Indemnifying Party”) breach of any representation, warranty or covenant expressly made by the other party in this Agreement or any other obligation under the Transaction Documents.

9.2

Unless otherwise expressly provided in this Agreement, the Company and its key personnel, individually or jointly, shall be jointly and severally liable to the Investor for breach of any representation, warranty and/or undertaking or other agreement made under this Agreement.

Article 10 Force

majeure

10.1

Definition of force majeure event

10.2

burden of proof after the occurrence of force majeure events

Unless otherwise provided in this Agreement, if such force majeure event occurs after the signing of this Agreement, and any party to this Agreement is unable to perform or fully, timely, or properly perform any of its obligations under this Agreement due to such event, the obligations of the other parties under this Agreement shall be suspended for the period of delay caused by the force majeure event and shall be automatically extended for the same period as the suspension period. The party affected by the force majeure event and the other parties shall not be liable for breach of contract as a result. However, the party affected by the force majeure event must notify the other parties in writing of the occurrence of such force majeure event within three (3) business days after the occurrence of such force majeure event, and within fifteen (15) business days after the occurrence of the force majeure event, provide the other parties to this Agreement with details of the force majeure event and valid proof of its inability or inability to fully, timely, or properly perform its obligations under this Agreement due to the force majeure event by fax and courier. Such proof shall be notarized by a notary public in the place where the force majeure event occurred. Depending on the extent of its impact on this Agreement, the parties to this Agreement shall, through consultation, decide whether to terminate this Agreement, partially exempt from performance of this Agreement, or postpone performance of this Agreement. If no agreement can be reached within sixty (60) days from the date of the occurrence of the force majeure event, any party shall have the right to terminate this Agreement, and no party shall be liable for any losses incurred by the other parties to this Agreement as a result.

10.3

Remedial obligations after the occurrence of force majeure events

The party affected by a force majeure event shall immediately take all reasonable and feasible measures to eliminate or mitigate the impact of the force majeure event, and shall resume performance of its relevant obligations after the impact of the force majeure event has been eliminated or mitigated. If the party affected by a force majeure event fails to perform the aforementioned obligations, it shall be liable to the other party for breach of contract and compensation for the increased losses or for its failure to resume performance of its obligations under this Agreement after the impact of the force majeure event has been eliminated or mitigated.

Article 11 Applicable

Law and Dispute Resolution

11.1

Applicable Law

The formation, validity, interpretation, signing and execution of this Agreement shall be governed by and construed in accordance with the laws of Mainland China.

11.2

Dispute Resolution

11.2.1

11.2.2

11.2.3

Article 12 Other

agreements

12.1

Divisibility

(1)

The other provisions of this Agreement remain in full force and effect; and

(2)

12.2

Written notice

communications between the parties to this Agreement during the term of this Agreement shall be conducted in writing, including by fax and email.

Any notice or written communication issued by either party in accordance with this Agreement, including any or all offers, documents or notices (“Notices”), shall be written in Chinese or English and shall be promptly sent or dispatched to the relevant party in writing, such as by fax, email or courier.

The date on which such notice is deemed to be served shall be determined as follows:

(1)

A notice delivered by a person shall be deemed to have been served on the date of delivery and receipt by the recipient.

(2)

(3)

All notices shall be sent to the following addresses of each party, unless any change of such addresses has been notified to the parties in accordance with this clause:

(1)

Guangzhou Yinlian Culture Co., Ltd.

Contact Person: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(2)

Key personnel

Contact Person: Zhang Rong

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(3)

Key personnel

Contact Person: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(4)

Guangzhou Maltose Culture Communication Co., Ltd.

Recipient: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(5)

Guangzhou Qingniao Culture Co., Ltd.

Contact Person: Zhang Dingcheng

Address: Room 701, West Tower, Hengxin Building, No. 2 Shuiyin Road, Yuexiu District, Guangzhou

Telephone: [*]

(6)

Shenzhen Yaojin Creative Media Co., Ltd.

Contact Person: Guo Hongwei

Address: D2-030, Chegongmiao Metro Station, Tianan Community, Shatou Street, Futian District, Shenzhen

Telephone: [*]

(7)

Cai Yuanyao

Address: Room 709, No. 76 Hubin South Road, Siming District, Xiamen City

Telephone: [*]

(8)

FiEE (HK) Limited

Contact Person: Lam Lai Ching

Address: Unit A1, 29/F, Block A, TML Plaza, 3 Hoi Shing Road, Tsuen Wan, Hong Kong

Telephone: [*]

If any party’s above-mentioned communication address or communication number changes (“Change Party”), the Change Party shall notify the other party within seven (7) days of such change. If the Change Party fails to notify in a timely manner as agreed, the Change Party shall be liable for any losses incurred as a result.

12.3

All Agreements

This Agreement shall be the sole and complete agreement between the parties concerning all matters relating to this Agreement, and supersede all prior oral or written agreements, contracts and understandings between the parties concerning such matters. For the avoidance of doubt, all shareholders and the Company agree that, from the effective date of this Agreement, any prior agreement between any two or more shareholders of the Company concerning the Company that is inconsistent with the provisions of this Agreement shall be superseded by the provisions of this Agreement.

If there is any conflict or inconsistency between the Articles of Association and this Agreement, the provisions of this Agreement shall prevail. If the Articles of Association do not provide for a provision that is provided for in this Agreement, the provisions of this Agreement shall prevail. Upon discovery of any such inconsistency, and upon request by the Investor, the parties agree to immediately take all necessary or desirable measures to amend the Articles of Association to eliminate such inconsistency to the maximum extent permitted by applicable law. If any provision of this Agreement is unsuitable for inclusion in the Articles of Association under applicable laws, regulations, or the requirements of the relevant industrial and commercial administration departments, the validity of such provision shall not be affected, and the parties shall still strictly abide by and perform it.

12.4

Obligations of all parties

The other parties to this Agreement undertake that they will use their best efforts to ensure that the rights of the Investor under this Agreement are legal, valid, and actually enjoyed by the Investor. If any arrangement is held invalid, unenforceable, or unrealizable in any respect by a competent government authority or arbitration institution, the parties shall promptly and in good faith modify the corresponding arrangement to best reflect their commercial intentions at the time of signing the contract, seek alternative solutions to realize such rights in compliance with Chinese laws and regulations, or grant the Investor no less than the rights that the Investor is entitled to under this Agreement; at the same time, the parties shall endeavor to complete all legal procedures required by the Investor to realize its rights under this Agreement, including but not limited to preparing and signing transaction documents, passing relevant resolutions, obtaining registration with the registration authority and other relevant government approvals and registrations within the appropriate time limits.

12.5

Title

The headings in this agreement are for reference only and do not affect the interpretation of this agreement.

12.6

No implied abstention

Unless otherwise provided in this Agreement and by either party through a written waiver, nothing shall be deemed a waiver of any right under this Agreement by that party. A party’s waiver, in specific circumstances, of its right to pursue a breach of this Agreement by the other party shall not be deemed a waiver of its right to pursue a similar breach of this Agreement by the other party in other circumstances. Furthermore, any failure by either party to insist on strict performance of any provision of this Agreement, or to exercise any right under this Agreement, shall not be deemed a waiver of any such provision or a waiver of any future exercise of such right.

12.7

Non-transferable

Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party. Notwithstanding the foregoing, an Investor may assign any of its rights and obligations under this Agreement to a third party along with its shareholding. Unless otherwise agreed by the parties, when any shareholder of the Company transfers its shareholding in the Company in accordance with the terms of this Agreement, the rights and obligations relating to such transferred shareholding shall be transferred to the transferee.

12.8

Effective

This agreement shall come into effect upon signature by all parties. Natural persons shall sign the agreement themselves, while legal persons and other parties shall sign the agreement with their authorized representatives and affix their official seals.

12.9

Language and text

This Agreement is written in Chinese. This Agreement and any supplementary agreements thereof may be executed in multiple copies, each copy being considered an original, and all such copies together constitute the same agreement. The parties may exchange signature pages electronically in PDF format or by fax. A contract executed in its entirety (whether in copy or other form) is binding on the parties.

The following is the signature page of this agreement (no text follows).

In view of the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Guangzhou Yinlian Culture Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Dingcheng

Name:

Zhang Dingcheng

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Guangzhou Maltose Culture Communication Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Rong

Name:

Zhang Rong

Position:

Authorized Signatory

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

In view of the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Guangzhou Qingniao Culture Co., Ltd. (Official Seal)

Signature:

/s/ Zhang Dingcheng

Name:

Zhang Dingcheng

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Shenzhen Yaojin Creative Media Co., Ltd. (Official Seal)

Signature:

/s/ Wang Jianyong

Name:

Wang Jianyong

Position:

Legal Representative

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Cai Yuanyao

Signature:

/s/ Cai Yuanyao

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

In view of the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

FiEE (HK) Limited

Signature:

/s/ Li Wai Chung

Name:

Li Wai Chung

Position:

Authorized Signatory

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

In view of the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Zhang Dingcheng

Signature:

/s/ Zhang Dingcheng

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

In view of the above, the parties hereby enter into this Shareholders’ Agreement on the date stated at the beginning of this document.

Zhang Rong

Signature:

/s/ Zhang Rong

Guangzhou Yinlian Culture Co., Ltd.

Shareholder Agreement Signature Page

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: fiee_ex99-1.htm · Sequence: 4

Exhibit 99.1

FiEE, Inc. to Invest Approximately $3.0 Million

to Build AI Music Ecosystem

Hong Kong, 27 March 2026 — FiEE,

Inc. (NASDAQ:FIEE) (“FiEE” or the “Company”), a technology company integrating IoT, connectivity, and AI to redefine

brand management solutions in the digital era, is making a strategic investment in the future of the AI music ecosystem.

FiEE has entered into an agreement to acquire

a 51% equity stake in YinLian Culture for an aggregate purchase price of $51,000. Through this acquisition and the associated variable

interest entity (“VIE”) structure, FiEE now effectively controls and captures the economic benefits of Maltose Culture, an

AI-empowered music ecosystem that integrates content creation, intelligent platform distribution, and next-generation home entertainment.

The Company is also providing a convertible loan

of approximately $2.9 million, bringing FiEE’s total investment to approximately $3.0 million, to YinLian Culture to support its

planned expansion initiatives. Upon conversion of the loan, which may occur solely at the Company’s option, the Company’s

equity interest in YinLian Culture will increase to 60%. By combining Maltose Culture’s deep music expertise with FiEE’s cutting-edge

AI capabilities, the Company is building what it believes will be one of the world’s most advanced, end-to-end AI music infrastructures.

From AI-driven songwriting and production to smart distribution and immersive home listening experiences, FiEE believes it is positioning

itself at the forefront of the global music revolution.

Maltose Culture is a leader in China’s vibrant

music landscape, providing seamless creation tools, multi-channel distribution, and immersive offline experiences. Through Maltose Culture’s

partnerships with China’s leading digital platforms, it enables creators to reach broad audiences efficiently and cost-effectively.

Maltose Culture’s flagship home entertainment membership services, developed in close collaboration with a major Chinese telecommunications

operator, offer families an integrated experience featuring karaoke, premium listening, and high-quality music video streaming, aiming

to support customer loyalty and recurring engagement.

Through this strategic acquisition, the Company

expects to acquire a diverse portfolio of assets, including an expansive music copyright library, a broad roster of top-tier performers,

and a developed network of domestic distribution channels in China. These elements are intended to complement and supercharge FiEE’s

existing cultural business portfolio, potentially addressing key operational areas for the Company, and providing a foundation for potential

future growth.

Furthermore, Maltose Culture brings an experienced

operating team with more than two decades of extensive industry knowledge. Led by its accomplished General Manager,

Zhang Rong, who has collaborated with numerous Chinese musicians, Maltose Culture delivers industry connections and market insights into

evolving trends and consumer preferences, which the Company believes will support its ongoing initiatives.

Strategic Expansion in the Music Industry

This strategic acquisition is expected to position

the Company for potential growth in the music industry, while expanding its cultural footprint and strengthening its position within in

AI-powered entertainment.

By combining the Company’s world-class AI

capabilities with Maltose Culture’s established expertise, rich copyright reserves, and extensive distribution infrastructure, the

Company intends to redefine music creation and delivery. Plans are underway to release a number of high-quality AI-generated music tracks

and music videos in the coming months, introducing originals and remastered IPs designed to engage audiences and potentially generate

recurring royalty streams aimed at supporting long-term cash flow.

The distribution of these creations is expected

to follow a powerful dual-channel approach, including leveraging online reach for global scale while incorporating offline experiences,

such as electrifying live house performances and events, to enhance fan connections and explore additional revenue streams. These touchpoints

are expected to further support the perceived value of AI-creations and integrate them into FiEE’s newly acquired home entertainment

membership services, bringing the hottest AI-powered content directly into consumers’ living rooms.

The anticipated synergies also extend beyond music.

With AI-generated tracks aiming to attract significant streams and users worldwide, this projected increased traffic is intended to support

the Company’s MCN business, contributing to community growth, creator engagement, and cross-platform commercialization opportunities.

Rafael Li, Chief Executive Officer of FiEE,

commented, “This strategic acquisition marks a significant milestone in broadening our cultural presence with the addition of a

dynamic music vertical. We are focused on building a vertically integrated music platform—spanning AI-driven content production,

online distribution, offline live experiences, and premium home entertainment. Our goal is to pursue hundreds of millions of global streams

for our music tracks and videos, and to establish a leading position in AI-powered music and content creation over the next two years.

By harnessing our team’s deep AI expertise, we are committed to pursuing value in the global music market, exploring applications

in other entertainment formats such as reels, shorts, and short dramas, and striving to deliver exceptional long-term stockholder value

through sustainable growth.”

About FiEE, Inc.

FiEE, Inc. (NASDAQ:FIEE), formerly Minim, Inc.,

was founded in 1977. It has a historical track record of delivering comprehensive WiFi/Software as a Service platform in

the market. After years of development, it made the strategic decision to transition to a Software First Model in 2024 to expand its technology

portfolio and revenue streams. In 2025, FiEE, Inc. rebranded itself as a technology company leveraging its expertise in

IoT, connectivity, and AI to explore new business prospects and extend its global footprint.

FiEE, Inc.’s services are structured into

four key categories: Cloud-Managed Connectivity (WiFi) Platform, IoT Hardware Sales & Licensing, SAAS Solutions, and Professional

To-C and To-B Services & Support. Notably, FiEE, Inc. has introduced its innovative Software as a Service solutions, which integrate its

AI and data analytics capabilities into content creation and brand management. This initiative has nurtured a robust pool of KOLs on major

social media platforms worldwide, helping them develop, manage, and optimize their digital presence across these platforms. FiEE, Inc.’s

services include customized graphics and posts, short videos, and editorial calendars tailored to align with brand objectives.

Forward-Looking Statements

This press release contains forward-looking statements, which include, but are not limited to, statements regarding the anticipated benefits

of the acquisition of YinLian Culture, including the Company’s ability to build an AI music infrastructure, develop and commercialize

AI-generated music content, grow its distribution channels and home entertainment membership services, and realize synergies across its

MCN and broader cultural business portfolio; the expected success of the Company’s integration of Maltose Culture’s business

into the Company’s business; the Company’s business strategy, including its strategic transformation; and the Company’s

ability to drive long-term growth and stockholder value. These forward-looking statements are subject to the safe harbor provisions under

the Private Securities Litigation Reform Act of 1995. The Company’s expectations and beliefs regarding these matters may not materialize.

Actual outcomes and results may differ materially from those contemplated by these forward-looking statements as a result of uncertainties,

risks, and changes in circumstances, including but not limited to risks and uncertainties related to: the ability of the Company to maintain

compliance with the Nasdaq continued listing standards; the impact of fluctuations in global financial markets on the Company’s

business and the actions it may take in response thereto; the Company’s ability to execute its plans and strategies; the Company’s

ability to successfully integrate Maltose Culture’s operations, develop and monetize AI-generated content, and realize the anticipated

benefits of the acquisition, including risks related to the VIE structure and competition in the music and AI content industries; and

the impact of government laws and regulations. Additional risks and uncertainties that could cause actual outcomes and results to differ

materially from those contemplated by the forward-looking statements are included under the caption “Risk Factors” in the

Annual Report on Form 10-K for the year ended December 31, 2025 and elsewhere in the Company’s subsequent reports on Form 10-Q or

Form 8-K filed with the U.S. Securities and Exchange Commission from time to time and available at www.sec.gov.

Media

fiee@dlkadvisory.com

Source: FiEE, Inc.

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