Exhibit 10.2


 


 


 


 


 


 


 






 


 


Equity
Pledge Agreement


 


 


Beijing
Asian League Wins Technology Co., Ltd,


 





Shuhua Liu, Beijing Chuang Jia Lian Consulting Co., Ltd.




 


and


 


Hengshui
Jingzhen Environmental Company Limited


 


 





 



 


 


 


 


 


 






     


     


    

 




Table
of Contents


 





	Section	 	Page
	 	 	 
	1. 	Definitions	 	2
	 	 	 	 
	2. 	Pledge	 	2
	 	 	 	 
	3. 	Term of Pledge	 	3
	 	 	 	 
	4. 	Custody of Certificate of Pledge	 	3
	 	 	 	 
	5. 	Representations and Warranties of Pledgors and the Domestic Company	 	3
	 	 	 	 
	6. 	Covenants of Pledgors	 	4
	 	 	 	 
	7. 	Event of Default	 	6
	 	 	 	 
	8. 	Exercise of Pledge	 	7
	 	 	 	 
	9. 	Assignment	 	8
	 	 	 	 
	10. 	Termination	 	9
	 	 	 	 
	11. 	Charges and Other Expenses	 	9
	 	 	 	 
	12. 	Force Majeure	 	9
	 	 	 	 
	13. 	Dispute Resolution	 	10
	 	 	 	 
	14. 	Appendices	 	10
	 	 	 	 
	15. 	Severability	 	11
	 	 	 	 
	16. 	Effectiveness	 	11


 






     


     


    

 




This Equity
Pledge Agreement (this “Agreement”) is entered into on January 20, 2021 by and among:





 


		1.	Beijing
                                         Asian League Wins Technology Co., Ltd, a limited liability company duly incorporated
                                         and existing under the laws of the People’s Republic of China (the “PRC”),
                                         with its address at 1162, 1/F, 15 Xiaoyun Road, Chaoyang District, Beijing, PRC (the
                                         “Pledgee”);



 


		2.	Shuhua
                                         Liu,a citizen of the PRC with the identity card number of _______;



 





		3.	Beijing Chuang Jia Lian Consulting Co., Ltd., a limited liability company duly incorporated
and existing under the laws of the People’s Republic of China (the “PRC”), with its address at 3225, Floor 3,
Building 6, No. 15, Guangximen Beili, Chaoyang District, Beijing, PRC (“Beijing Chuang Jia Lian”, together with
Shuhua Liu, the “Pledgors”, and each a “Pledgor”);









 


		4.	Hengshui
                                         Jingzhen Environmental Company Limited, a limited liability company duly incorporated
                                         and existing under the laws of the PRC, with its address at North Side of Changning Road,
                                         Economic and Technological Development Zone, Hengshui City, Hebei Province, PRC (the
                                         “Domestic Company”).



 


The
Pledgee, the Pledgors and the Domestic Company shall be hereinafter referred to as the “Parties” collectively,
and each as a “Party” respectively.


 


Whereas


 


		1	The
                                         Domestic Company is a company registered in the PRC. The Pledgors hold in aggregate 100%
                                         of the equity interests of the Domestic Company, of which Shuhua Liu holds 75% of the
                                         equity interests of the Domestic Company and Beijing Chuang Jia Lian holds 25% of the
                                         equity interests of the Domestic Company (as set forth in the capital contribution certificate
                                         attached in Appendix I).






 


		2	The
Pledgee and the Domestic Company entered into an exclusive technology development, consulting and services agreement dated January
20, 2021 (the “Service Agreement”).



 


		3	The
Pledgee, the Pledgors and the Domestic Company entered into an exclusive option agreement dated January 20, 2021 (the “Exclusive
Option Agreement”).



 


		4	Each
Pledgor executed a power of attorney dated January 20, 2021 (the “Power of Attorney”).



 






    
	 	Equity Pledge Agreement	 1




     


    

 


		5	To
                                         ensure that the Pledgors and the Domestic Company dully perform the Service Agreement
                                         and/or Exclusive Option Agreement, and that the Pledgee can receive the technology development,
                                         consulting and service fees in accordance with the Service Agreement from the Domestic
                                         Company, the Pledgors pledge to the Pledgee all the equity interests they hold in the
                                         Domestic Company as security for the technology development, consulting and service fees
                                         under the Service Agreement. The Domestic Company hereby confirms the rights and obligations
                                         of the Pledgors and the Pledgee under this Agreement and undertakes to provide necessary
                                         assist to register the Pledge with the relevant government authorities.



 


Through
mutual discussion, the Parties have reached a consensus on the Pledge. For the purpose of the clarification of the rights and
obligations of the Parties, the Parties enter into this Agreement for mutual compliance.


 


		1.	Definitions



 


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


 


		(1)	Pledge:
                                         means all contents set forth in Section 2 herein.



 


		(2)	Pledged
                                         Equity Interests: means the equity interests in the Domestic Company legally held and
                                         to be held by the Pledgors (regardless of whether the shareholding changes in the future),
                                         representing in aggregate 100% of all the equity interests in the Domestic Company.



 


		(3)	Term
                                         of Pledge: means the term set forth in Section 3 of this Agreement.



 


		(4)	Event
                                         of Default: means any of the events set forth in Section 7 of this Agreement.



 


		(5)	Notice
                                         of Default: means a notice of an Event of Default issued by the Pledgee in accordance
                                         with this Agreement.



 


		2.	Pledge



 


		(1)	The
                                         Pledgors shall pledge all the equity interests of the Domestic Company held or to be
                                         held by the Pledgors in favor of the Pledgee, for the security of the Pledgee’s
                                         receipt of the technology development, consulting and service fees under the Service
                                         Agreement (whether payable due to the due date, the demand for early collection or other
                                         reasons).



 


		(2)	The
                                         “Pledge” means the right of the Pledgee to be compensated on a preferential
                                         basis with any proceeds received from transfer of equity interests, auction or sale of
                                         the Pledged Equity Interests.



 






    
	 	Equity Pledge Agreement	 2




     


    

 


		3.	Term
                                         of Pledge



 


		(1)	This
                                         Agreement shall become effective upon execution, and the Pledge hereunder shall become
                                         effective upon the date when it is recorded on the register of shareholders (attached
                                         as Appendix II) and registered with relevant registration authorities. The Term of Pledge
                                         and the term of this Agreement are the same.



 


		(2)	During
                                         the Term of Pledge, if the Domestic Company fails to pay the technology development,
                                         consulting and service fees in accordance with the provisions of the Service Agreement,
                                         the Pledgee has the right but no obligation to dispose of the Pledge in accordance with
                                         this Agreement and the provisions of relevant laws of the PRC.



 


		4.	Custody
                                         of Certificate of Pledge



 


		(1)	During
                                         the Term of Pledge provided herein, the Domestic Company shall, and the Pledgors shall
                                         or shall cause the Domestic Company to, execute the capital contribution certificate
                                         and the register of shareholders attached hereto, and deliver the abovementioned documents
                                         to the Pledgee for custody (including the delivery of new capital contribution certificate
                                         and register of shareholders upon any change to the shareholding in the future). The
                                         Domestic Company and the Pledgors shall within five (5) business days from the execution
                                         of this Agreement or the completion of the registration of change of the shareholding
                                         (in case of any change of the shareholding) deliver original of the abovementioned capital
                                         contribution certificate and register of shareholders to the Pledgee.



 


		(2)	The
                                         Pledgee shall have the right to collect all cash returns such as dividends and all non-cash
                                         returns arising from the Pledged Equity Interests from the date of this Agreement.



 


		5.	Representations
                                         and Warranties of Pledgors and the Domestic Company



 


The
Pledgors and the Domestic Company hereby jointly represent and warrant to the Pledgee as follows:


 


		(1)	The
                                         Pledgors have full power to execute this Agreement and perform the obligations hereunder,
                                         and the provisions of this Agreement constitute legal, valid and binding obligations
                                         of the Pledgors.



 






    
	 	Equity Pledge Agreement	 3




     


    

 


		(2)	The
                                         Domestic Company has full corporate power and authority to execute this Agreement and
                                         perform the obligations hereunder, and the provisions of this Agreement constitute its
                                         legal, valid and binding obligations.



 


		(3)	The
                                         execution, delivery and performance of this Agreement and any relevant agreement will
                                         not violate due to term and/or the occurrence of any action or event or any other reason:



 


		(a)	any
                                         establishment documents of the Domestic Company;



 


		(b)	any
                                         laws with which the Pledgors and the Domestic Company shall comply; or



 


		(c)	any
                                         provisions and their obligations in any contract, agreement, memorandum and other written
                                         or oral document executed by the Pledgors and the Domestic Company and in effect.



 


		(4)	The
                                         Pledgors are the legal owner of the Pledged Equity Interests.



 


		(5)	In
                                         no case will the Pledgee’s exercise its right as a Pledgee be intervened by any
                                         other party.



 


		(6)	The
                                         Pledgee has the right to dispose of and transfer the Pledge in accordance with this Agreement.



 


		(7)	The
                                         Pledgors have not created any other pledge or any third party right on the Pledged Equity
                                         Interests except for the right of the Pledgee.



 


		(8)	There
                                         is no pending dispute or litigation related to the equity interests of the Domestic Company.



 


		6.	Covenants
                                         of Pledgors



 


		(1)	Each
                                         Pledgor covenants to the Pledgee that during the term of this Agreement, such Pledgor
                                         shall:



 


		(a)	save
                                         for the transfer of the equity interests to the Pledgee or its nominee pursuant to the
                                         Exclusive Option Agreement, without prior written consent by the Pledgee, not transfer
                                         any equity interest directly or indirectly in any manner, and not create or permit the
                                         existence of any pledge or any other encumbrance or other dispose of the equity interests
                                         that may affect the rights and interests of the Pledgee;



 






    
	 	Equity Pledge Agreement	 4




     


    

 


		(b)	comply
                                         with and exercise in accordance with all laws and regulations applicable to the Pledge,
                                         and within five (5) business days of the receipt of any notice, instruction or recommendation
                                         issued or made by relevant competent authorities, produce to the Pledgee and comply with
                                         the abovementioned notice, instruction or recommendation, or make objections and statements
                                         upon reasonable request or with consent of the Pledgee;



 


		(c)	promptly
                                         notify the Pledgee of any event or notice received that may have an impact on the Pledgors’
                                         right over the equity interests or any part thereof, and any event or notice received
                                         that may change the warranties and obligations of the Pledgors under this Agreement or
                                         have an impact on the performance of the Pledgors’ obligations under this Agreement.



 


		(2)	The
                                         Pledgors agree that the exercise of the rights acquired by the Pledgee in accordance
                                         with this Agreement shall not be interrupted or hindered by the Pledgors or any heir,
                                         legal spouse of the Pledgors or any trustor of the Pledgors or any other person through
                                         divorce, inheritance or any other legal proceedings.



 


		(3)	The
                                         Pledgors undertake to the Pledgee that for the purpose of protecting or perfecting the
                                         security by this Agreement of the technology development, consulting and service fees
                                         under the Service Agreement, the Pledgors will execute in good faith, and procure other
                                         parties who have an interest in the Pledge to execute all certificates, deeds and/or
                                         perform and procure other parties who have an interest in the Pledge to perform actions
                                         required by the Pledgee, facilitate the exercise by the Pledgee of its right and authorization
                                         granted thereto by this Agreement, and enter into all relevant documents regarding the
                                         ownership of the equity interest with the Pledgee or its nominee(s) (natural/legal persons),
                                         and provide the Pledgee with all notices, orders and decisions they consider necessary
                                         within a reasonable time.



 


		(4)	The
                                         Pledgors undertake to the Pledgee that they will comply with and perform all warranties,
                                         covenants, agreements, representations and conditions under this Agreement. In the event
                                         of failure or partial performance of its warranties, covenants, agreements, representations
                                         or conditions, the Pledgors shall indemnify the Pledgee against all losses resulting
                                         therefrom.



 


		(5)	The
                                         Pledgors undertake to the Pledgee that upon the date of this Agreement, the Pledgors
                                         and the Domestic Company shall record the Pledge on the register of shareholders of the
                                         Domestic Company, and the Pledgors shall complete, and procure the Domestic Company to
                                         complete the registration of the Pledge to relevant registration authorities within sixty
                                         (60) days from the date of this Agreement.



 






    
	 	Equity Pledge Agreement	 5




     


    

 


		7.	Event
                                         of Default



 


		(1)	The
                                         following events shall be deemed an Event of Default:



 


		(a)	that
                                         the Domestic Company fails to timely and fully perform any obligations under the Service
                                         Agreement, including but not limited to the failure to fully pay the payable technology
                                         development, consulting and service fees under the Service Agreement by the Domestic
                                         Company, or the action in breach of any other obligations hereunder;



 


		(b)	that
                                         any representation or warranty made by the Pledgors and the Domestic Company in Section
                                         5 herein is materially misleading or false, and/or the Pledgors and the Domestic Company
                                         are in breach of any representation and warranty in Section 5 herein;



 


		(c)	that
                                         the Pledgors are in breach of any covenant provided in Section 6;



 


		(d)	that
                                         the Pledgors are in breach of any provisions herein;



 


		(e)	save
                                         as provided in Section 6(1)(a) herein, that the Pledgors lose the Pledged Equity Interests
                                         for any reason or transfer or intend to transfer the Pledged Equity Interests without
                                         written consent from the Pledgee;



 


		(f)	that
                                         any borrowings, security, compensation, commitments or other liabilities of the Pledgors
                                         (1) are required to be early repaid or performed due to a breach; or (2) are due but
                                         unable to be repaid or performed, which leads the Pledgee to believe that the ability
                                         of the Pledgors to perform the obligations herein has been affected;



 


		(g)	that
                                         the Pledgors are unable to repay their general debts or any other indebtedness which
                                         leads the Pledgee to believe that the ability of the Pledgors to perform the obligations
                                         herein has been affected;



 


		(h)	that
                                         this Agreement becomes illegal or the Pledgors are unable to continue with the performance
                                         of their obligations under this Agreement due to promulgation of relevant laws;



 






    
	 	Equity Pledge Agreement	 6




     


    

 


		(i)	that
                                         any consents, permits, approvals or authorizations of governmental authorities necessary
                                         for the enforceability, legality or validity of this Agreement are withdrawn, suspended,
                                         void or materially changed;



 


		(j)	that
                                         any adverse change to the assets owned by the Pledgors, which leads the Pledgee to believe
                                         that the ability of the Pledgors to perform the obligations herein has been affected;



 


		(k)	that
                                         the successor or trustee of the Domestic Company is only able to partially perform or
                                         refuse to perform its payment obligation under the Service Agreement;



 


		(l)	other
                                         circumstances under which the exercise of the Pledgee’s rights are prohibited by
                                         the applicable laws and regulations.



 


		(2)	Upon
                                         knowledge or discovery of the occurrence of any of the aforementioned events or any events
                                         that may lead to the abovementioned events in Section 7(1), the Pledgors shall immediately
                                         notify the Pledgee in writing. The Pledgee has the right to demand the defaulting Pledgor
                                         to rectify the Event of Default.



 


		(3)	Unless
                                         the Event of Default set forth in Section 7(1) has been completely rectified to the Pledgee’s
                                         satisfaction, the Pledgee may issue a notice of default to the Pledgors in writing upon
                                         the occurrence of such Event of Default or at any time thereafter, demand the defaulting
                                         Pledgor to immediately pay all outstanding amounts under the Service Agreement and other
                                         amounts payable, or inform the Pledgors its exercise of the Pledgee’s Rights in
                                         accordance with Section 8 of this Agreement.



 


		8.	Exercise
                                         of Pledge



 


		(1)	Prior
                                         to full payment of the technology development, consulting and service fees set forth
                                         in the Service Agreement, without the written consent of the Pledgee, the Pledgors shall
                                         not:



 


		(a)	transfer
                                         any equity interests held by them for any reason in any manner;



 


		(b)	transfer
                                         the Pledge.



 


		(2)	The
                                         Pledgee shall issue a written Notice of Default to the Pledgors when exercising the Pledge.



 






    
	 	Equity Pledge Agreement	 7




     


    

 


		(3)	Subject
                                         to the provisions in Section 7(3), the Pledgee may exercise the right to dispose of the
                                         Pledge concurrently with or at any time after the issuance of the Notice of Default in
                                         accordance with Section 7(3). The Pledgors cease to have any right and interest related
                                         to the equity interests of the Domestic Company upon the Pledgee’s decision to
                                         exercise the right to dispose of the Pledge.



 


		(4)	The
                                         Pledgee has the right, in accordance with legal procedures, to transfer all or part of
                                         the equity interests under this Agreement, or be compensated in priority with the proceeds
                                         from the sale or auction of such equity interests, until the outstanding technology development,
                                         consulting and service fees and any other payables are fully paid. To the extent permitted
                                         by laws of the PRC, the Pledgee is not required to pay the Pledgors any of the proceeds
                                         of disposal. The Pledgors hereby waive any right they may have for the proceeds of disposal
                                         of the Pledged Equity Interests against the Pledgee, and the Pledgors shall bear no obligations
                                         with respect to the loss suffered by the Pledgee after the disposal of the Pledged Equity
                                         Interests.



 


		(5)	When
                                         the Pledgee exercises the Pledge in accordance with this Agreement, the Pledgors and
                                         the Domestic Company shall not hinder, and shall provide necessary assistance for the
                                         realization of the Pledge by the Pledgee.



 


		9.	Assignment



 


		(1)	Without
                                         prior consent by the Pledgee, the Pledgors shall not grant or transfer their rights and
                                         obligations under this Agreement.



 


		(2)	This
                                         Agreement shall be binding on the Pledgors and their successors and permitted assignees,
                                         and shall apply to the Pledgee and each of its successors and assignees.



 


		(3)	The
                                         Pledgee may assign all or any of its rights and obligations under the Service Agreement
                                         to its designated person(s) (natural/legal persons) at any time, in which case the assignees
                                         shall have the rights and obligations of the Pledgee under this Agreement, as if it were
                                         the original party to this Agreement. When the Pledgee assigns the rights and obligations
                                         under the Service Agreement, upon request of the Pledgee, the Pledgors shall execute
                                         all relevant agreements and/or documents in connection with such assignment.



 


		(4)	After
                                         the change of the Pledgee due to the assignment, upon the request of the Pledgee, the
                                         new parties shall execute a new pledge agreement, and complete the change registration
                                         with the relevant registration authorities.



 






    
	 	Equity Pledge Agreement	 8




     


    

 





		(5)	The
                                         Pledgors shall strictly comply with the provisions of this Agreement and other relevant
                                         agreements entered into by any Party or the Parties or jointly, including the Exclusive
                                         Option Agreement and the Power of Attorney issued to the Pledgee, and perform the obligations
                                         thereunder, and refrain from any action/omission that may affect the effectiveness and
                                         enforceability thereof. Unless with the written instructions of the Pledgee, the Pledgors
                                         shall not exercise any of their remaining rights in respect of the Pledged Equity Interests.


 


		10.	Termination



 


This
Agreement shall terminate upon the full payment of the technology development, consulting and service fees and the complete performance
of all obligations by the Domestic Company under the Service Agreement. The Pledgee shall, within a reasonable period, terminate
this Agreement and assist the Pledgors in registering the release of the Pledge.


 


		11.	Charges
                                         and Other Expenses



 


		(1)	All
                                         fees and actual expenditures in connection with this Agreement, including but not limited
                                         to legal fees, processing fees, stamp duties and any other taxes and expenses, shall
                                         be borne by the Domestic Company. Where the Pledgee is required by law to pay for any
                                         relevant taxes and charges, the Domestic Company shall reimburse the Pledgee in full
                                         such taxes and charges so paid.



 


		(2)	In
                                         the event that the Domestic Company fails to pay any taxes or expenses payable by it
                                         in accordance with the provisions herein or for any reason whatsoever which has to be
                                         recovered by the Pledgee by any means, the Domestic Company shall bear all expenses so
                                         incurred (including without limitation all taxes, administrative charges, management
                                         fees, legal costs, lawyer’s expenses and all insurance costs for the disposal of
                                         the Pledged).



 


		12.	Force
                                         Majeure



 


		(1)	In
                                         case the performance of this Agreement is delayed or interrupted by a Force Majeure Event,
                                         the Party affected by the Force Majeure Event shall not be held liable under this Agreement
                                         to the extent of such delay or interruption.



 


		(2)	“Force
                                         Majeure Event” means any event beyond reasonable control of one Party and cannot
                                         be prevented with reasonable care of the Party so affected, including without limitation,
                                         governmental action, acts of nature, fire, explosion, geographic changes, typhoon, flood,
                                         earthquake, tide, lightning or war. However, any shortage of credit, capital or financing
                                         shall not be regarded as an event beyond reasonable control of the Party.



 






    
	 	Equity Pledge Agreement	 9




     


    

 


		(3)	The
                                         affected Party who is claiming to be exempted from its failure of fulfilling the obligations
                                         under this Agreement or any provisions hereunder by a Force Majeure Event shall as soon
                                         as practicable notify the other Party of such exemption and the necessary steps to be
                                         taken for the fulfillment of such obligations.



 


		(4)	The
                                         Party affected by a Force Majeure Event shall not be held liable under this Agreement
                                         provided that the Party so affected shall make all reasonable efforts to reduce the loss
                                         of the other Parties and the Party seeking exemption shall only be exempted from the
                                         obligations to the extent of the failure of performance due to the Force Majeure Event.
                                         Upon the end of the Force Majeure Event, the Parties agree to resume the performance
                                         of the obligations under this Agreement with their best efforts.



 


		13.	Dispute
                                         Resolution



 


		(1)	This
                                         Agreement shall be governed by and interpreted in accordance with laws of the PRC.



 


		(2)	In
                                         the event of any dispute with respect to the construction and performance of this Agreement,
                                         the Parties shall resolve the dispute through friendly negotiations. In the event that
                                         the Parties fail to reach an agreement on the dispute within thirty (30) days after any
                                         Party’s written request to the other Parties for dispute resolution through negotiations,
                                         any Party may submit the relevant dispute to Beijing Arbitration Commission for arbitration,
                                         in accordance with its arbitration rules then in effect. The language for the arbitration
                                         is Chinese. The arbitration award shall be final and binding to all Parties.



 


		(3)	In
                                         the event of any dispute with respect to the construction and performance of this Agreement
                                         or during the arbitration of any dispute, the Parties hereto shall exercising other rights
                                         and performing other obligations under this Agreement other than the issue in dispute.



 


		14.	Appendices



 


The
Appendices of this Agreement shall constitute an integral part of this Agreement.


 






    
	 	Equity Pledge Agreement	 10




     


    

 


		15.	Severability



 


		(1)	In
                                         the event that any provision of this Agreement is held invalid or unenforceable due to
                                         unconformity with relevant laws, such provisions shall become invalid or unenforceable
                                         only to the extent under such applicable laws and the legal effect of the remaining provisions
                                         hereunder shall not be affected.



 


		(2)	If
                                         the Service Agreement is held invalid for any reason, the legal effect of this Agreement
                                         is not affected. When the Domestic Company fails to perform the secured liabilities,
                                         the Pledgee shall have the right to exercise the Pledged Equity Interests in accordance
                                         with this Agreement.



 


		16.	Effectiveness



 


		(1)	This
                                         Agreement and any amendments, supplements or variations shall be made in writing and
                                         come into effect upon signing and stamping by the Parties hereto.



 


		(2)	This
                                         Agreement is made in Chinese in four (4) copies. Each Party shall have one copy with
                                         the same effect.



 


 


[The
remainder of this page is intentionally left blank] 





 






    
	 	Equity Pledge Agreement	 11




     


    




 


[Signature
Page]


 


	Beijing Asian League Wins Technology
    Co., Ltd (Seal)	 
	 	 	 
	By:	/s/
    Shuhua Liu	 
	Name:	Shuhua Liu	 
	Title:	Legal representative	 



  


	Shuhua Liu	 
	 	 
	By:	/s/
                                         Shuhua Liu
	 
	 	 	 
	 	 
	 	 	 
	Beijing
    Chuang Jia Lian Consulting Co., Ltd. (Seal)	 
	 	 	 
	By:	/s/
    Shuhua Liu	 
	Name:	Shuhua Liu	 
	Title:	Legal representative	 


  


	Hengshui Jingzhen Environmental
    Company Limited (Seal)	 
	 	 	 
	By:	/s/
    Jianwei Zhang	 
	Name:	Jianwei Zhang	 
	Title:	Legal representative	 


 






    
	 	Signature Page to Equity Pledge Agreement	 




     


    

 


Appendix
I


 


Capital
Contribution Certificate of 


 


Hengshui
Jingzhen Environmental Company Limited


 


	(1)	Company Name	Hengshui
    Jingzhen Environmental Company Limited
	(2)	Date of Establishment	July
    31, 2015
	(3)	Registered Capital	RMB
    80,000,000
	(4)	Shareholder Name	Shuhua
    Liu
	(5)	Contribution Amount	RMB60,000,000
	(6)	Shareholding Percentage	75%
    


 


It is hereby certified that Shuhua Liu has subscribed a capital
contribution of RMB60,000,000, and holds 75% of the equity interests of Hengshui Jingzhen Environmental Company Limited. In accordance
with the equity pledge agreement dated January 20, 2021, all such 75% of the equity interests have been pledged to Beijing Asian
League Wins Technology Co., Ltd, and shall be registered with relevant registration authorities.


 





	 	Hengshui Jingzhen Environmental
    Company Limited (Seal)
	 	 	 
	 	By:	/s/
                                         Jianwei Zhang

	 	Name:	Jianwei Zhang
	 	Title:	Legal Representative
	 	Date:	January
20, 2021


 






    Appendix I-1


     


    

 


Capital
Contribution Certificate of


 


Hengshui
Jingzhen Environmental Company Limited


 


	(7)	Company Name	Hengshui
    Jingzhen Environmental Company Limited
	(8)	Date of Establishment	July
    31, 2015
	(9)	Registered Capital	RMB80,000,000
	(10)	 Shareholder Name	Beijing
Chuang Jia Lian Consulting Co., Ltd.
	(11)	Contribution Amount	RMB20,000,000
	(12)	Shareholding Percentage	25%
    


 


It is hereby certified
that Beijing Chuang Jia Lian Consulting Co., Ltd. has subscribed a capital contribution of RMB20,000,000, and holds 25% of the
equity interests of Hengshui Jingzhen Environmental Company Limited. In accordance with the equity pledge agreement dated January
20, 2021, all such 25% of the equity interests have been pledged to Beijing Asian League Wins Technology Co., Ltd, and shall be
registered with relevant registration authorities.


 





	 	Hengshui Jingzhen Environmental
    Company Limited (Seal)
	 	 	 
	 	By:	/s/
    Jianwei Zhang 
	 	Name:	Jianwei Zhang
	 	Title:	Legal Representative
	 	Date:	January
20, 2021


 






    Appendix I-2


     


    

 


Appendix
II


 


Register
of Shareholders of Hengshui Jingzhen Environmental Company Limited


 


	Name
    of Shareholder	 	ID
    Card Number/Unified Social Credit Code	 	Shareholding
    Percentage	 	Contribution
    (RMB)	 	Pledge
    Registration
	Shuhua
    Liu	 	________	 	75%	 	60,000,000	 	Pledged
    to Beijing Asian League Wins Technology Co., Ltd
	Beijing Chuang Jia Lian Consulting Co., Ltd.	 	91110105MA01RLQ67P	 	25%	 	20,000,000	 	Pledged
    to Beijing Asian League Wins Technology Co., Ltd



  





	 	Hengshui Jingzhen Environmental
    Company Limited (Seal)
	 	 	 
	 	By:	/s/
    Jianwei Zhang
	 	Name:	Jianwei Zhang
	 	Title:	Legal Representative
	 	Date:	January
20, 2021


 





    Appendix II