Exhibit 4.40


 





EQUITY INTEREST PLEDGE AGREEMENT


 


This Equity Interest Pledge Agreement (this “Agreement”)
is entered in Beijing, the People’s Republic of China (the “PRC”, excluding the Hong Kong Special Administrative
Region, the Macao Special Administrative Region and Taiwan, for the purposes of this Agreement) and dated March 1, 2015, by
and between the following parties:


 


PLEDGEE: Beijing Jingwei Sinan Information Technology Co.,
Ltd.


Registered Address: Suite 515, North Building, Great Creativity
Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing

Legal Representative: Liu Jian


 


and


 


PLEDGOR: Yang Jing


PRC Identification Card No: 532721197005100025


Residential Address: Room 202, Unit 1, No 275, Ninger Main
Street, Simao District, Puer City, Yunnan, PRC


 


(individually a “Party” and collectively
the “Parties”)


 


WHEREAS:


 


A. The Pledgor is a PRC citizen, and owns 99% equity interest
in Beijing Jingwei Zhihui Information Technology Co., Ltd. (“Jingwei Zhihui”).


 


B. Jingwei Zhihui is a company registered in Beijing engaging
in the business of Internet recruitment and social activities in working environment.


 


C. The Pledgor and the Pledgee entered into a Loan Agreement
on March 1, 2015, pursuant to which the Pledgee extended a loan in the amount of RMB 990,000 (the “Loan”)
to the Pledgor (the “Loan Agreement”).


 


D. The Pledgee, a wholly foreign-owned company registered in
Beijing, PRC, has been licensed by the relevant PRC government authority to carry on the business of research, development and
technical consulting of computer software, etc.


 


E. Simultaneous with the execution of this Agreement, the Pledgor
has also entered into an Equity Option Agreement with the Pledgee, pursuant to which the Pledgor grants to the Pledgee an exclusive
right to purchase the Equity Interest (as defined below) upon satisfaction of various requirements under the PRC law (the “Option
Agreement”).


 


F. In order to ensure that (i) the Pledgor repays the Loan
under the Loan Agreement; (ii) the Pledgee collects Service Fees under the Service Agreement and License Fees under the License
Agreement from Jingwei Zhihui, (iii) the Pledgor’s other obligations under the Option Agreement is fulfilled, and (iv) all
other debts, monetary liabilities or other payment obligations owed to the Pledgee by the Pledgor and/or Jingwei Zhihui, arising
under or in relation to the Service Agreement, the Loan Agreement or the License Agreement including, but not limited to, any obligation
to pay damages for a breach of any obligation of the Pledgor or Jingwei Zhihui under the Loan Agreement or the Service Agreement
or the License Agreement (as applicable), are paid, the Pledgor is willing to pledge all the Equity Interest (as defined below)
held by it in Jingwei Zhihui to the Pledgee as security for the above-mentioned obligations of the Pledgor and Jingwei Zhihui (collectively,
the “Secured Obligations”).


 






    	 



    	 



    

 


In order to set forth each Party’s rights and obligations,
the Pledgee and the Pledgor through mutual negotiations hereby agree as follows:


 


1. Definitions


 


Unless otherwise provided in this Agreement, the following terms
shall have the following meanings:


 


1.1 “Pledge”
means the full content of Section 2 hereunder.


 


1.2 “Equity Interest”
means all the equity interest in Jingwei Zhihui held by the Pledgor (including all present and future rights and benefits based
on such equity interests), and any additional equity interests in Jingwei Zhihui acquired by the Pledgor subsequent to the date
hereof. For the avoidance of any doubt, as at the date hereof, the Pledgor holds 99% equity interests (amounting to RMB 990,000)
in Jingwei Zhihui.


 


1.3 “Event of Default”
means any event provided in Section 6 hereof.


 


1.4 “Notice of Default”
means the notice of default issued by the Pledgee in accordance with this Agreement.


 


2. Pledge


 


2.1 The Pledgor hereby pledges,
and if required, transfers and assigns all her rights, titles and interests in the Equity Interest in Jingwei Zhihui to the Pledgee
as security for all of the Secured Obligations (the “Pledge”) of an amount up to the Maximum Amount (as defined
below), and grant a first priority security interest in all rights, titles and interests that he has or may at any time hereafter
acquire in and to the Equity Interest, together with all equity or other ownership interests representing a dividend on the Equity
Interest, a distribution or return of capital upon or in respect of such Equity Interest, any subscription, first refusal, pre-emptive
or other purchase rights with respect to or arising from such Equity Interest, any voting rights with respect to such Equity Interest
or any other interest in Jingwei Zhihui which, by reason of notice or lapse of time or the occurrence of other events, may be converted
into a direct equity interest in Jingwei Zhihui, and all proceeds of the foregoing (collectively, the “Pledged Collateral”).


 






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			The Parties understand and agree that the value of the Equity Interest pledged by the Pledgor is RMB 990,000/990,000 shares
and the amount of the Secured Obligations is RMB 990,000.



 


2.1.1 The Parties understand
and agree that the monetary valuation arising from, relating to or in connection with the Secured Obligations shall be a variable
and floating valuation until the Settlement Date (as defined below). Therefore, based on the reasonable assessment and evaluation
by the Pledgor and the Pledgee of the Secured Obligations and the Pledged Collateral, the Pledgor and the Pledgee mutually acknowledge
and agree that the Pledge shall aggregately secure the Secured Obligations for a maximum amount of RMB 990,000 (the “Maximum
Amount”) prior to the Settlement Date.


 


2.1.2 Upon the occurrence of
any of the events below (each an “Event of Settlement”), the Secured Obligations shall be fixed at a value of
the sum of all Secured Obligations that are due, outstanding and payable to the Pledgee on or immediately prior to the date of
such occurrence (the “Fixed Obligations”):


 


(a) any or all of the Loan
Agreement, Service Agreement, License Agreement or the Option Agreement expires or is terminated pursuant to the stipulations thereunder;


 


(b) an Event of Default as
stipulated in Section 6 occurs and is not resolved, which results in the Pledgee serving a Notice of Default to the Pledgor
pursuant to Section 6.3;


 


(c) the Pledgee reasonably
determines (having made due enquiries) that the Pledgor and/or Jingwei Zhihui is insolvent or could potentially be made insolvent;
or


 


(d) any other event that requires
the settlement of the Secured Obligations in accordance with relevant laws of the PRC.


 


2.2 For the avoidance of doubt,
the day on which an Event of Settlement occurs shall be the settlement date (the “Settlement Date”). On or after
the Settlement Date, the Pledgee shall be entitled, at the election of the Pledgee, to enforce the Pledge in accordance with Section 7.


 


2.3 The Pledgee is entitled to
collect dividends or other distributions, if any, arising from the Equity Interest during the Term of the Pledge (as defined below).


 


3. Effectiveness, Scope and Term of Pledge


 


3.1 The Pledgor shall, promptly
after the execution of this Agreement, register this Agreement and the Pledge hereunder with the State Administration for Industry
and Commerce of the PRC or its competent local counterpart (the “AIC”). The Pledgor shall deliver to the Pledgee
a copy of the registration or filing certificate from the AIC within 7 days from the date of submission of the application for
registration of this Agreement and Pledge with the AIC.


 






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3.2 The Pledge shall be effective
upon the registration of the Pledge with the AIC in accordance with Section 3.1 above. The term of the Pledge shall commence
on the date when the Pledge is registered with the AIC and shall expire on the earlier of (a) the date on which all outstanding
Secured Obligations are paid in full or otherwise satisfied (as applicable); (b) the Pledgee enforces the Pledge pursuant
to the terms and conditions hereof, to satisfy its rights under the Secured Obligations and Pledged Collateral in full; or (c) the
Pledgor completes the transfer of all Equity Interest to another party (individual or legal entity) pursuant to the Option Agreement
and no longer holds any Equity Interest in Jingwei Zhihui (the “Term of the Pledge”).


 


4. Representations and Warranties of the Pledgor


 


The Pledgor hereby makes the following representations and warranties
to the Pledgee and confirms that the Pledgee executes this Agreement in reliance on such representations and warranties:


 


4.1 The Pledgor is the legal
owner of the Equity Interest that has been registered in her name, and is entitled to create a pledge on such Equity Interest.


 


4.2 Neither the Pledged Collateral
nor the Pledge will be interfered with by any other pledgee at any time when the Pledgee exercises the rights under the Pledge
in accordance with this Agreement.


 


4.3 The Pledgee shall be entitled
to dispose or assign her rights in and to the Pledge in accordance with the relevant laws and this Agreement.


 


4.4 All necessary authorizations
have been obtained for the execution and performance of this Agreement by the Pledgor and the execution and performance of this
Agreement by the Pledgor does not violate any applicable laws or regulations. The Pledgor’s representative, who will execute
this Agreement, has been duly authorized.


 


4.5 The Pledgor warrants that
there is no pending civil, administrative or criminal litigation or administrative punishment or arbitration related to the Equity
Interest and is not aware of any such action that will or may exist in the future after the date of this Agreement.


 


4.6 There are no outstanding
taxes, fees or pending legal proceedings related to the Equity Interest as of the date of this Agreement.


 


4.7 Each stipulation hereunder
is the expression of each Party’s true intention and shall be binding upon both Parties.


 






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5. Covenants of the Pledgor


 


5.1 The Pledgor covenants to
the Pledgee that he shall:


 


5.1.1 not transfer or assign
the Pledged Collateral, or create or permit to be created any pledge, lien, charge, mortgage, encumbrance, option, security or
other interest in or over the Pledged Collateral that has been registered in her name, other than the Pledge created hereunder
and the option granted under the Option Agreement, without the prior written consent from the Pledgee;


 


5.1.2 comply with and implement
laws and regulations with respect to the Pledge, present to the Pledgee the notices, orders or suggestions with respect to the
Pledge issued or made by the competent authority within 5 days upon receiving such notices, orders or suggestions and take actions
in accordance with the reasonable instructions of the Pledgee; and


 


5.1.3 timely notify the Pledgee
of any events or any received notices (i) which may affect the Pledged Collateral or any part of the Pledgee’s rights,
(ii) which may change any of the warranties, covenants or obligations made by the Pledgor under this Agreement or affect the
Pledgor’s performance of her covenants or obligations hereunder; or (iii) which may affect the Pledgor’s performance
of her obligations under this Agreement, and take actions in accordance with the reasonable instructions of the Pledgee.


 


5.2 The Pledgor covenants that
the Pledgee’s exercise of its rights under this Agreement shall not be suspended or hampered by the Pledgor or any successors
of the Pledgor or any person authorized by the Pledgor.


 


5.3 The Pledgor covenants to
the Pledgee that in order to protect or perfect the security over the Secured Obligations, the Pledgor shall (i) execute in
good faith and cause other parties who have interests in the Pledge to execute all the forms, instruments, agreements (including
those required for the registration or de-registration of the Pledge with the AIC), and/or (ii) take actions and cause other
parties who have interests in the Pledge to take actions as required by the Pledgee and (iii) allow the Pledgee to exercise
the rights and authorization vested in the Pledgee under this Agreement.


 


5.4 The Pledgor agrees to promptly
make or cause to be made any filings or records, give or cause to be given any notices and take or cause to be taken any other
actions as may be necessary under the laws of the PRC, to perfect the Pledge of the Pledged Collateral, including the registration
with the AIC set forth in Section 3.1.


 


5.5 The Pledgor covenants to
the Pledgee that he will comply with and perform all the guarantees, covenants, agreements, representations and conditions for
the benefits of the Pledgee. The Pledgor shall compensate for all the losses suffered by the Pledgee as a result of such Pledgor’s
failure to perform or fully perform her guarantees, covenants, agreements, representations or conditions.


 






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6. Events of Default


 


6.1 Each of the following shall
constitute an Event of Default:


 


6.1.1 Jingwei Zhihui or the Pledgor
fails to make full and timely payment of any amounts due under the Secured Obligations as required under the Service Agreement,
License Agreement, Loan Agreement or Option Agreement, or any event of default (as defined and stipulated in those agreements)
has occurred and is continuing;


 


6.1.2 the Pledgor makes or has
made any misleading or untrue representations or warranties under Section 4, or is in violation or breach of any of the representations
and warranties under Section 4;


 


6.1.3 the Pledgor breaches any
of the covenants under Section 5;


 


6.1.4 the Pledgor breaches any
other covenants, undertakings or obligations of the Pledgor sets forth herein;


 


6.1.5 the Pledgor is unable to
perform her obligations under this Agreement due to the division or merger of Jingwei Zhihui with other third parties or for any
other reason;


 


6.1.6 the Pledgor relinquishes
all or any part of the Pledged Collateral or transfers or assigns all or any part of the Pledged Collateral without the prior written
consent of the Pledgee (except for the transfers or assignments permitted under the Option Agreement);


 


6.1.7 any indebtedness, guarantee
or other obligation of the Pledgor, whether pursuant to a contract or otherwise, (i) is accelerated as a result of a default
thereunder and is required to be repaid or performed prior to the due date; or (ii) has become due and is not repaid or performed
as originally arranged which, in the Pledgee’s reasonable view, has materially and adversely affected the Pledgor’s
ability to perform her obligations under this Agreement;


 


6.1.8 this Agreement is held
as illegal according to any applicable laws or the Pledgor is restricted from continuing to perform her obligations under this
Agreement;


 


6.1.9 any approval, permit, license
or authorization from any applicable governmental entity (or registration or filing procedure) required for Jingwei Zhihui to provide
online games and culture in the PRC is withdrawn, suspended, invalidated or materially amended;


 


6.1.10 any approval, permit,
license or authorization from any applicable government authority required to perform this Agreement or make this Agreement enforceable,
legal and valid is withdrawn, suspended, invalidated or materially amended; or


 






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6.1.11 any property owned by
the Pledgor is altered or damaged which, in the Pledgee’s reasonable view, has materially and adversely affected the Pledgor’s
ability to perform her obligations under this Agreement.


 


6.2 The Pledgor shall immediately
give a written notice to the Pledgee if the Pledgor is aware or finds that any event set forth in Section 6.1 or any event
that may result in the foregoing event has occurred or is occurring.


 


6.3 Unless an Event of Default
set forth in Section 6.1 has been rectified to the Pledgee’s satisfaction, the Pledgee, at any time the Event of Default
occurs or thereafter, may give a written Notice of Default to the Pledgor, and dispose the right of Pledge in accordance with Section 7
herein.


 


7. Exercise of the Rights of the Pledge


 


7.1 The Pledgor shall not transfer
or assign the Pledged Collateral without prior written approval from the Pledgee prior to the full settlement and fulfillment of
the Secured Obligations.


 


7.2 The Pledgee may give a notice
to the Pledgor to exercise its rights of Pledge and may dispose of its rights of Pledge at any time after an Event of Settlement
has occurred.


 


7.3 Subject to Section 6.3,
the Pledgee may exercise the right to dispose of the Pledge when or at any time after the Pledgee gives a notice of exercise in
accordance with Section 6.3.


 


7.4 The Pledgee is entitled to
have priority in receiving payment by the evaluation or proceeds from the auction or sale of all or part of the Pledged Collateral
in accordance with legal procedures until the outstanding Secured Obligation or other monetary obligations payable by the Pledgor
and/or Jingwei Zhihui is fully paid, repaid or otherwise settled.


 


7.5 The Pledgor shall not hinder
the Pledgee from disposing the Pledge in accordance with this Agreement and shall give necessary assistance so that the Pledgee
could realize its Pledge.


 


8. Transfer or Assignment


 


8.1 The Pledgor shall not donate
or transfer her rights and obligations hereunder to any third party without prior written consent from the Pledgee.


 


8.2 This Agreement shall be binding
upon the Pledgor and her successors and be effective on the Pledgee and each of its successors and assigns.


 


8.3 The Pledgee may transfer
or assign all Secured Obligations and its right to the Pledge to any third party at any time. In this case, the assignee shall
enjoy and undertake all the rights and obligations of the Pledgee as if the assignee were a party hereto. When the Pledgee transfers
or assigns the Secured Obligations and its rights to the Pledge, at the request of the Pledgee, the Pledgor shall execute the relevant
agreements and/or documents with respect to such transfer or assignment.


 






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8.4 After the Pledgee hereunder
is changed as a result of a transfer or assignment, the new pledgee and the Pledgor shall execute a new equity interest pledge
agreement.


 


9. Term and Termination


 


This Agreement shall become effective upon executed by the Parties
hereto. Notwithstanding the foregoing, the Pledge (as defined in Section 2.1) shall only come into effect in accordance with
Section 3 of this Agreement.


 


This Agreement shall not be terminated until the Term of the
Pledge expires pursuant to Section 3 hereof.


 


10. Force Majeure


 


10.1 If the performance of this
Agreement is delayed or prevented due to an event of force majeure (“Force Majeure”), the affected Party shall
be excused from any liability only to the extent of the delayed or interrupted performance. “Force Majeure Event” shall
mean any event beyond the reasonable controls of the Party so affected, which are unavoidable even if the affected Party takes
a reasonable care, including but not limited to governmental acts, Act of God, fires, explosion, geological change, floods, earthquakes,
morning and evening tides, lightning or wars. However, any shortage of credits, funding or financing shall not be deemed as the
events beyond reasonable controls of the affected Party. The affected Party who wants to be exempted from liability under this
Agreement or this clause shall forthwith inform the other Party of the details concerning the exemption of liabilities and the
steps that need to be taken to complete discharging such liabilities.


 


10.2 The Party affected by Force
Majeure shall not assume any liability under this Agreement. However, subject to the Party affected by Force Majeure having taken
its reasonable and practicable efforts to perform this Agreement, the Party claiming for exemption of the liabilities may be exempted
from performing such liability only to the extent of the delayed or interrupted performance. Once causes for such exemption of
liabilities are rectified and remedied, both Parties agree to do their respective efforts to resume the performance of this Agreement.


 


11.       Applicable Law and
Dispute Resolution


 


11.1 The execution, validity,
performance and interpretation of this Agreement shall be governed by and construed in accordance with the laws of the PRC.


 


11.2 The Parties shall strive
to settle any dispute arising from the interpretation or performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation, either Party may submit such dispute to China International Economic and Trade
Arbitration Commission (“CIETAC”) in Beijing for arbitration in accordance with the then current arbitration
rules of CIETAC. The arbitration proceedings shall be conducted in Chinese and take place in Beijing. The arbitration award
shall be final and binding upon both Parties. This section shall survive the termination or dissolution of this Agreement.


 






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11.3 In case of any disputes
arising out of the interpretation and performance of this Agreement or any arbitration of such dispute is pending, each Party shall
continue to perform their obligations under this Agreement, except for the matters in dispute.


 


12. Notices


 


Any notices or correspondences given by the Party pursuant to
this Agreement shall be written in both Chinese and English and shall be delivered in person or by registered mail, postage prepaid
or recognized express service, or be transmitted by telex or facsimile to the following addresses:


 


If to the Pledgee: Beijing
Jingwei Sinan Information Technology Co., Ltd.


	Address:	 	Suite 515, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing
	Fax:	 	+86-10-64362600
	Tel:	 	+86-10-84481818
	Attention:	 	Liu Jian


 


If to the Pledgor: Yang Jing


 


	Address:	 	1/F, North Building, Great Creativity Information Industry Garden, 18 Jiuxiaoqiao Middle Road, Chaoyang District, Beijing
	Fax:	 	+86-10-51085666
	Tel:	 	+86-10-84481818


 


13. Appendices


 


The appendices to this Agreement constitute an integral part
of this Agreement.


 


14. Waiver


 


The Pledgee’s non-exercise or delay in exercise of any
right, remedy, power or privilege hereunder shall not be deemed as the waiver of such right, remedy, power or privilege. Any single
or partial exercise of any right, remedy, power and privilege shall not preclude the exercise of any other right, remedy, power
and privilege by the Pledgee. The rights, remedies, power and privileges hereunder are cumulative and shall not preclude any other
rights, remedies, power and privileges stipulated by applicable laws.


 


15. Miscellaneous


 


15.1 Any amendments, modifications
or supplements to this Agreement shall be in writing and come into effect upon executed and sealed by the Parties hereto.


 


15.2 In case any term or condition
of this Agreement is held as illegal or unenforceable in accordance with applicable laws, such term and condition shall be deemed
to be invalid and unenforceable to the extent governed by the applicable law, and the remaining stipulations shall remain valid.


  


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[This page is the signature page of the
equity pledge agreement and contains no body text.] 


 


	PLEDGEE: Beijing Jingwei Sinan Information Technology Co., Ltd.	 
	(Company Seal)	 
	 	 
	 	 
	By:	/s/ Liu Jian	 
	Authorized Representative: Liu Jian	 
	 	 
	 	 
	PLEDGOR: Yang Jing	 
	 	 
	 	 
	By:	/s/ Yang Jing	 


 






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