Exhibit 10.17


 


Equity
Pledge Agreement


 


This
Equity Pledge Agreement (“this Agreement”) is executed by and among the Parties below as of September 6, 2018, in Guangzhou,
the People’s Republic of China (“China” or “PRC”):


 


Party
A: Puyi Enterprises Management Consulting Co., Ltd.(“Pledgee”)


Address:
Rm 2611 (Self-Numbered No. 8), 26/F, Southwest Jiaotong University Innovation Building, 111 North 1st Section, 2nd
Ring Road, Jinniu District, Chengdu, Sichuan Province;


 


Party
B: Haifeng Yu, ID No.: 410103197407181353, shareholder of Party D, holding 99.04% equity interests in Party D.


 


Party
C: Yuanfen Yang, ID No.: 510107197408210928, shareholder of Party D, holding 0.96% equity interests in Party D.


 


(Party
B and Party C, together, as “Pledgors,” or individually, as a “Pledgor”)


 


AND


 


Party
D: Chengdu Puyi Bohui Information Technology Co., Ltd. (“Target Company”)


Address:
1/F Bldg. 10, No. 16, 4th Section, South of 2nd Ring Road, Xiaojiahe, High-Tech Zone, Chengdu, P.R.C.;


 


In
this Agreement, each of Pledgee, Pledgors and Target Company shall be referred to as a “Party” respectively, and they
shall be collectively referred to as the “Parties”.


 


Whereas:


 


	1.	Pledgee
                                         is a wholly foreign owned enterprise registered in China. Pledgee and Target Company
                                         executed an Exclusive Technical and Consulting Services Agreement (Attachment 1);



 


	2.	Pledgors
                                         are citizens of China, and together, hold 100% of the equity interest in Target Company.
                                         The equity interest of each Pledgor in Target Company is specified as follows:



 


	Haifeng Yu	 	99.04%
	Yuanfen Yang	 	0.96%




 






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	3.	Target
                                         Company is a limited liability company registered in Chengdu, China, engaging in businesses
                                         of services of computer system integration, data process, application software; sales
                                         of computer software and providing technical services; design of websites; and market
                                         information consultation. Target Company acknowledges the respective rights and obligations
                                         of Pledgors and Pledgee under this Agreement, and intends to provide any necessary assistance
                                         in registering the Pledge with the competent governmental authorities;



 


	4.	To ensure that Target Company fully performs its obligations
under the Exclusive Technical and Consulting Services Agreement and pay the service fees thereunder to Pledgee when the same becomes
due, Pledgors hereby pledge to the Pledgee all of the equity interest they now and in the future hold in Target Company (whether
the percentage of the equity interest is changed or not in the future) as security for payment of the service fees by Target Company
under the Exclusive Technical and Consulting Services Agreement.




 


To
perform the provisions of the Exclusive Technical and Consulting Services Agreement, the Parties have mutually agreed to execute
this Agreement upon the following terms.


 


	1.	Definitions




 


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


 


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



 


		1.2	Equity
                                         Interest shall refer to all of the equity interest lawfully now held and hereafter
                                         acquired by Pledgors in Target Company (whether the percentage of the equity interest
                                         of each Pledgor is changed or not in the future).



 


		1.3	Term
                                         of Pledge shall refer to the term set forth in Section 3.2 of this Agreement.



 


		1.4	The
                                         Services Agreement shall refer to the Exclusive Technical and Consulting Services
                                         Agreement executed by and between Target Company and Pledgee on September 6, 2018.



 


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



 


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



 






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	2.	The Pledge




 


As
collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of any or all of the payments due by Target Company, including and without limitation, the services fees payable
to the Pledgee under the Services Agreement, Pledgors hereby pledge to Pledgee a first security interest in all of Pledgors’
right, title and interest, whether now owned or hereafter acquired by Pledgors, in the Equity Interest of Target Company.


 


	3.	Term of Pledge




 


		3.1	The
                                         Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
                                         herein has been registered’ with relevant administration for industry and commerce
                                         (the “AIC”). The Pledge shall be continuously valid until all payments due
                                         under the Services Agreement have been fulfilled by Target Company. Pledgors and Target
                                         Company shall (1) register the Pledge in the shareholders’ register of Target Company
                                         within 3 business days following the execution of this Agreement, and (2) submit an application
                                         to the AIC for the registration of the Pledge of the Equity Interest contemplated herein
                                         within ten (10) business days following the execution of this Agreement. The Parties
                                         covenant that for the purpose of registration of the Pledge (including re-registration
                                         of the Pledge when the percentage of equity interest a Pledgor holds in Target Company
                                         changes), the Parties hereto shall submit to the AIC the equity interest pledge contract
                                         as in the form required by the AIC at the location of Target Company which shall truly
                                         reflect the information of the Pledge hereunder (the “AIC Pledge Contract”).
                                         For matters not specified in the AIC Pledge Contract, the Parties shall be bound by the
                                         provisions of this Agreement. Pledgors and Target Company shall submit all necessary
                                         documents and complete all necessary procedures, as required by the PRC laws and regulations
                                         and the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered
                                         with the AIC as soon as possible after filing.



 


		3.2	During
                                         the Term of Pledge, in the event Target Company fails to pay the exclusive service fees
                                         in accordance with the Services Agreement, Pledgee shall have the right, but not the
                                         obligation, to dispose of the Pledge in accordance with the provisions of this Agreement.



 






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	4.	Custody of Records for Equity Interest subject to Pledge




 


		4.1	During
                                         the Term of Pledge set forth in this Agreement, Pledgors shall deliver to Pledgee’s custody
                                         the original capital contribution certificate for the Equity Interest and the original
                                         shareholders’ register containing the Pledge within five (5) working days from the execution
                                         of this Agreement or from completion of the re-registration of shareholding when percentage
                                         of equity interest changed (in that case, Pledgors shall deliver to Pledgee’s custody
                                         the updated original capital contribution certificate for the Equity Interest and the
                                         updated original shareholders’ register containing the Pledge). Pledgee shall have custody
                                         of such original documents during the entire Term of Pledge set forth in this Agreement.



 


		4.2	Pledgee
                                         shall have the right to collect dividends generated by the Equity Interest during the
                                         Term of Pledge.



 


	5.	Representations and Warranties of Pledgors




 


		5.1	Pledgors
are the sole legal and beneficial owners of the Equity Interest.



 


		5.2	Pledgors
                                         have the right to dispose of and transfer the Equity Interest in accordance with the
                                         provisions set forth in this Agreement.



 


		5.3	Upon
                                         execution, this Agreement constitutes the Pledgors’ legal, valid and binding obligations
                                         in accordance with the provisions herein.



 


		5.4	Except
                                         for the Pledge, Pledgors have not placed any security interest or other encumbrance on
                                         the Equity Interest.



 


		5.5	There
                                         is no pending disputation or litigation proceeding related to the Equity Interest.



 


	6.	Covenants and Further Agreements of Pledgors




 


		6.1	Pledgors
                                         hereby covenant to the Pledgee, that during the term of this Agreement, Pledgors shall:



 


		6.1.1	not
transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest,
or disposal of the Equity Interest in any other means, without the prior written consent of Pledgee, except for the performance
of the Exclusive Option Agreement executed by Pledgors, the Pledgee and Target Company on the execution date of this Agreement;



 






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



 


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



 


		6.2	Pledgors
agree that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted
or harmed by Pledgors or any heirs or representatives of Pledgors or any other persons through any legal proceedings.



 


		6.3	To
protect or perfect the security interest granted by this Agreement for payment of the service fees under the Services Agreement,
Pledgors hereby undertake to execute in good faith and to cause others who have an interest in the Pledge to execute all certificates,
agreements, deeds and/or covenants required by Pledgee. Pledgors also undertake to perform and to cause others who have an interest
in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted
thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s)
of Pledgee (natural persons/legal persons). Pledgors undertake to provide Pledgee within a reasonable time with all notices, orders
and decisions regarding the Pledge that are required by Pledgee.



 


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



 






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	7.	Event of Breach




 


		7.1	The
following circumstances shall be deemed Event of Default:



 


		7.1.1	Target
Company fails to fully and timely fulfill any liabilities under the Services Agreement, including without limitation failure to
pay in full any of the service fees payable under the Services Agreement or breaches any other obligations of Target Company thereunder;



		 	 



		7.1.2	Pledgors
or Target Company have committed a material breach of any provisions of this Agreement;



		 	 



		7.1.3	Pledgors
and Target Company fail to register the Pledge in the shareholders’ register of Target Company, or fail to complete the
Registration of Pledge stipulated in Section 3.1;



		 	 



		7.1.4	Except
as expressly stipulated in Section 6.1.1, Pledgors transfer or purport to transfer or abandons the Equity Interest pledged, or
assign the Equity Interest pledged without the written consent of Pledgee; and



		 	 



		7.1.5	The
successor or custodian of Target Company is capable of only partially perform or refuses to perform the payment obligations under
the Services Agreement.



 


		7.2	Upon
                                         notice or discovery of the occurrence of any circumstances or event that may lead to
                                         the aforementioned circumstances described in Section 7.1, Pledgors shall immediately
                                         notify Pledgee in writing accordingly.



 


		7.3	Unless
                                         an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s
                                         satisfaction within twenty (20) working days after the Pledgee delivers a notice to Pledgors
                                         requesting ratification of such Event of Default, Pledgee may issue a Notice of Default
                                         to Pledgors in writing at any time thereafter, demanding Pledgors to immediately dispose
                                         of the Pledge in accordance with the provisions of Article 8 of this Agreement.



 






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	8.	Exercise of Pledge




 


		8.1	Prior
to the full payment of the service fees described in the Services Agreement, without the written consent of Pledgee or Pledgee’s
offshore parent company Puyi Inc. (“Pledgee’s Parent Company”), Pledgors shall not transfer the Pledge or the
Equity Interest in Target Company, unless such transfer arises from the rights and obligations under the Exclusive Option Agreement
(Attachment 2) entered into by Pledgors, Pledgee, and Target Company.



 


		8.2	Pledgee
                                         may issue a Notice of Default to Pledgors when exercising the Pledge.



 


		8.3	Subject
                                         to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge
                                         at the time when, or at any time after, the issuance of the Notice of Default in accordance
                                         with Section 8.2. Once Pledgee elects to enforce the Pledge, Pledgors shall cease to
                                         be entitled to any rights or interests associated with the Equity Interest.



 


		8.4	In
                                         the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in
                                         accordance with applicable PRC laws. Only to the extent permitted under applicable PRC
                                         laws, Pledgee has no obligation to account to Pledgors for proceeds of disposition of
                                         the Equity Interest, and Pledgors hereby waive any rights it may have to demand any such
                                         accounting from Pledgee; Likewise, in such circumstance Pledgors shall have no obligation
                                         to Pledgee for any deficiency remaining after such disposition of the Equity Interest
                                         pledged.



 


		8.5	When
                                         Pledgee disposes of the Pledge in accordance with this Agreement, Pledgors and Target
                                         Company shall provide necessary assistance to enable Pledgee to enforce the Pledge in
                                         accordance with this Agreement.



 


	9.	Assignment




 


		9.1	Without
                                         Pledgee’s prior written consent, Pledgors shall not have the right to assign or delegate
                                         their rights and obligations under this Agreement.



 


		9.2	This
                                         Agreement shall be binding on Pledgors and their successors and permitted assigns, and
                                         shall be valid with respect to Pledgee and each of its successors and assigns.



 


		9.3	At
                                         any time, Pledgee may assign any and all of its rights and obligations under the Services
                                         Agreement to its designee(s) (natural/legal persons), in which case the assigns shall
                                         have the rights and obligations of Pledgee under this Agreement, as if it were the original
                                         party to this Agreement. When the Pledgee assigns the rights and obligations under the
                                         Services Agreement, upon Pledgee’s request, Pledgors shall execute relevant agreements
                                         or other documents relating to such assignment.



 






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		9.4	In
                                         the event of a change in Pledgee due to an assignment, Pledgors shall, at the request
                                         of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and
                                         conditions as this Agreement, and register for change of the same with the competent
                                         AIC.



 


		9.5	Pledgors
                                         shall strictly abide by the provisions of this Agreement and other agreements jointly
                                         or separately executed by the Parties hereto or any of them, including the Exclusive
                                         Option Agreement (Attachment 2) and the Power of Attorney of each Pledgor (Attachment
                                         3 and Attachment 4) granted to Pledgee, perform the obligations hereunder
                                         and thereunder, and refrain from any action/omission that may affect the effectiveness
                                         and enforceability thereof. Any remaining rights of Pledgors with respect to the Equity
                                         Interest pledged hereunder shall not be exercised by Pledgors except in accordance with
                                         the written instructions of Pledgee.



 


		9.6	If
                                         there is any action by either Party may affect, in any way, the performance of this Agreement
                                         or the rights and obligations under this Agreement, such action shall only be taken with
                                         prior approval of the Board of Directors of Pledgee’s Parent Company. Upon the
                                         resolution of the Board of Directors of Pledgee’s Parent Company, such action shall
                                         be also approved by the Board of Directors of Pledgee and Target Company in line with
                                         the resolution of the Board of Directors of Pledgee’s Company.



 


	10.	Termination




 


Upon
the full payment of the service fees under the Services Agreement and upon termination of Target Company’s obligations under the
Services Agreement, or upon the transfer of equity interests under the Exclusive Option Agreement (Attachment 2), this
Agreement shall be terminated automatically and Pledgee shall then cancel or terminate the equity interest pledge pursuant to
this Agreement as soon as reasonably practicable.


 


	11.	Handling Fees and Other Expenses




 


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


 






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	12.	Confidentiality




 


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


 


	13.	Governing Law and Resolution of Disputes




 


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



 


		13.2	In
                                         the event of any dispute with respect to the construction and performance of this Agreement,
                                         the Parties shall first resolve the dispute through friendly negotiations. In the event
                                         the Parties fail to reach an agreement on the dispute within 30 days after either Party’s
                                         request to the other Parties for resolution of the dispute through negotiations, either
                                         Party may submit the relevant dispute to the China Nansha International Arbitration Centre
                                         for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted
                                         in Guangzhou, China, and the language used in arbitration shall be Chinese. The arbitration
                                         award shall be final and binding on all Parties.



 


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



 






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	14.	Notices




 


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



 


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



 


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



 


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



 


Pledgee:Puyi
Enterprises Management Consulting Co., Ltd.


Address:Rm
2611 (Self-Numbered No. 8), 26/F, Southwest Jiaotong University Innovation Building, 111 North 1st Section, 2nd
Ring Road, Jinniu District, Chengdu, Sichuan Province


Representative:Haifeng
Yu


Phone:
028-86616229


 


Pledgors:


 


Party
B: Haifeng Yu


Address:
No. 3, Yi Shan Street, Luogang District, Guangzhou


Phone:
(86)13688886006


 


Party
C: Yuanfen Yang


Address:
No. 2704, Unit 2, Building 1, No. 323, BeiSen Road, Qingyang District, Chengdu


Phone:
(86) 13880082529


 


Party
D: Chengdu Puyi Bohui Information Technology Co., Ltd.


Address:
1/F Bldg. 10, No. 16, 4th Section, South of 2nd Ring Road, Xiaojiahe, High-Tech Zone, Chengdu, P.R.C.


Representative:
Haifeng Yu


Phone:
028-86616229


 






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



 


	15.	Severability




 


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


 


	16.	Miscellaneous




 


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



 


		16.2	This
                                         Agreement is written in Chinese and English in three copies. Each of Pledgors, Pledgee
                                         and Target Company shall hold one copy respectively. Each copy of this Agreement shall
                                         have equal validity. In case there is any conflict between the Chinese version and the
                                         English version, the Chinese version shall prevail.



 


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IN
WITNESS WHEREOF, the Parties have executed, or caused their respectively duly authorized representatives to execute, this Equity
Pledge Agreement as of the date first above written.


 


Party
A: Puyi Enterprises Management Consulting Co., Ltd. (Seal)


 


	By:	/s/
    Haifeng Yu	 


Legal
Representative: Haifeng Yu


  


Pledgors:


 


Party
B: Haifeng Yu


 


	By:	/s/
    Haifeng Yu	 


 


Party
C: Yuanfen Yang


 


	By:	/s/
    Yuanfen Yang	 


  


Party
D: Chengdu Puyi Bohui Information Technology Co., Ltd. (Seal)


 


	By:	/s/
    Haifeng Yu	 


Legal
Representative: Haifeng Yu


 




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Attachments


 


		1.	The
                                         Exclusive Technical and Consulting Services Agreement entered into between Puyi Enterprises
                                         Management Consulting Co., Ltd. and Chengdu Puyi Bohui Information Technology Co., Ltd.
                                         on September 6, 2018



 


		2.	The
                                         Exclusive Option Agreement entered into among Puyi Enterprises Management Consulting
                                         Co., Ltd., Haifeng Yu, Yuanfeng Yang, and Chengdu Puyi Bohui Information Technology Co.,
                                         Ltd. on September 6, 2018



 


		3.	The
                                         Power of Attorney executed by Haifeng Yu on September 6, 2018



 


		4.	The
                                         Power of Attorney executed by Yuanfen Yang on September 6, 2018





 






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