Exhibit 10.22


 


Equity
Interest Transfer Agreement


 


This
Equity Interest Transfer Agreement (this “Agreement”) is entered into by and between the following parties in Beijing,
People's Republic of China ("PRC") on August 10, 2020:


 


Party
A: Tianjin Guangju Dingsheng Technology Co., Ltd. (天津光聚鼎晟科技有限公司)


 


Party
B: Zhihui Qiyuan (Beijing) Technology Co., Ltd. (智汇启源(北京)科技有限公司)


 


(Each
of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”).


 


Given:


 


1.
Party A holds 100% equity interest of Tianjin Guangju Dingfei Technology Co., Ltd.(天津光聚鼎沸科技有限公司)(hereinafter
referred to as “Target Company”), corresponding to its registered capital of RMB 17.5 million;


 


2.
Party B is an enterprise actually controlled by Scienjoy Holding Corporation (“SHC”, a company established in British
Virgin Islands);


 


3.
Party A, SHC and certain other parties have entered into an Equity Acquisition Framework Agreement (“Acquisition Agreement”)
on [ ] 2020, pursuant to which SHC will designate Party B to complete the acqusition of all the equity interest held by Party
A in the Target Company;


 


4.
In order to complete the transaction under the Acquisition Agreement, Party A intends to sign this Agreement with Party B to transfer
the equity of the Target Company to Party B.


 


In
order to provide the rights and obligations of the Parties, Party A and Party B, based on the principle of fairness and reasonableness,
reached the following agreements through friendly consultations.


 






     


     


    

 


Article
1 Transfer of Target Equity



 


The
equity interest to be transferred by Party A to Party B under this Agreement represents 100% of the equity of the Target Company
(the “Target Equity”), equals to the total registered capital of the Target Company in an amount of RMB 17.5 million,
in which RMB 8.5 million have been paid up. The Parties’ signing of this Agreement shall be regarded as the substantial
completion of the transfer of the Target Equit, and Party A shall no longer hold or be entitled to any equity interest in Target
Company and Party B shall, as the sole shareholder of Target Company, take the rights and obligations in accordance with the articles
of association of the Target Company.


 


Article
2 Payment of Purchase Price



 


The
Parties agree that the purchase price to be paid by Party B to Party A for purchase of Target Equity is RMB50 million (the “Purchase
Price”). Subject to any applicable terms of the Acquisition Agreement, Party B shall pay the Purchase Price to the following
bank account as designated by Party A within 15 working days after completion of filing and registration of the transfer of Target
Equity in the local competent authority:


 


Account
Name: Tianjin Guangju Dingsheng Technology Co., Ltd.( 天津光聚鼎晟科技有限公司)


 


Account
Opening Bank: Tianjin Wuqing Branch of China Merchants Bank Co., Ltd.


 


Account
number: 122910284110601.


 


If
the Purchase Price needs to be deducted in accordance with the Acquisition Agreement, Party B shall pay such amount after deduction.
So long as Party B has paid up the Purchase Price to above account, any obligations of Party B under this Agreement shall be fulfilled.
For the avoidance of doubt, the closing precedence and payment obligation of SHC under the Acquisition Agreement for “Cash
Considerations” shall apply to this Article.


 






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Article
3 Party A’s Representations and Warranties



 


1.
Party A has the rights, powers and capabilities to enter into and perform this Agreement.


 


2.
There is no guarantee, nor any other form of third party’s right or restriction against the Target Equity, nor the Target
Equity is subject to any frozen, preservation or any other compulsory measures to be taken against it, or any judicial procedures
such as litigation and arbitration. There is no other agreement or arrangement regarding any disposition of the Target Equity.
Party A undertakes that, from the date of this Agreement, there will be no arrangements for creation of any third party’s
restrictions against the Target Equity, nor any third party’s potential claim or threat.


 


3.
Party A undertakes to perform its obligations in good faith according to this Agreement and reasonable requirements from Party
B, including but not limited to execution of this Agreement and any other documents to facilitate Party B and the Target Company
to complete the formalities of transfer of Target Equity in the local market supervision and management department, such that
Party B will be legally entitled to all the rights and interests underlying the Target Equity.


 


4.
The documents, data, facts and information provided and disclosed by Party A to Party B in connection with the transfer of the
Target Equity shall be true and valid, without any false or misleading statements.


 


5.
Party A further represents and warrants to Party B any applicable representations, warranties and commitments under the Acquisition
Agreement, which shall be incorporated into this Agreement.


 






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Article
4 Party B’s Representations and Warranties



 


1.
Party B has the rights, powers and capabilities to enter into and perform this Agreement.


 


2.
Party B undertakes to pay the Purchase Price in accordance with this Agreement.


 


Article
5 Modification, Amendment and Termination of this Agreement



 


1.
Any change to this Agreement shall be firstly negotiated by the Parties and made in written form.


 


2.
This Agreement shall be terminated under any of the following circumstances:


 


	 	(1)	This
    Agreement has not been approved by the competent authorities under applicable laws and regulations, not attributable to any
    Parties;


 


	 	(2)	this
    Agreement cannot be performed due to changes of national policies and laws;


 


	 	(3)	due
    to force majeure;


 


	 	(4)	by
    Parties’ negotiation;


 


	 	(5)	the
    transaction under the Acquisition Agreement is terminated or cancelled.


 


Article
6 Force Majeure



 


In
the event that this Agreement cannot be performed or cannot be fully performed due to the effects of force majeure, including
earthquakes, typhoons, floods, wars and administrative interference by the government, the Party involving such force majeure
or change of circumstances shall immediately notify the other Party in writing of the circumstances of the accidence, and shall,
within fifteen days, provide valid proof of the details of the accidence and the reasons for its incapability of performance of
all or part of the agreements, or need for delay in performance. It is up to the Parties to decide, in consultation, whether to
terminate this Agreement, or partially relieve them of their responsibility to perform this Agreement, or to postpone the performance
of this Agreement.


 






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Article
7 Confidentiality



 


The
Parties shall keep confidential all documents and information relating to this transaction, including this Agreement and all matters
described thereto, unless otherwise as required by law or governmental authorities, or with the prior written consent of the other
party, or otherwise provided in the Acquisition Agreement.


 


Article
8 Liability of Breach



 


Any
Party who violates the terms of this Agreement (as to the Party A, including but not limited to the representations and warranties
made by Party A in accordance with Article 3 of this Agreement) shall, in addition to continuing to perform this Agreement, hold
harmless and indemnify for the other Party against any direct or indirect losses timely and entirely.


 


Article
9 Applicable Laws and Dispute Resolutions



 


1.
The signing, effectiveness, performance and interpretation of this Agreement shall be subject to laws of PRC.


 


2.
All disputes arising out of or in connection with the performance of this Agreement shall be settled by the parties through friendly
negotiation. If no settlement can be reached through negotiation, any Party shall have the right to submit the matter to Beijing
Arbitration Commission for arbitration in Beijing.


 


Article
10 Other Matters



 


1.
This Agreement shall become effective upon Parties’ execution.


 


2.
If any provision of this Agreement has been or will be unlawful, invalid or unenforceable at any time, the validity and enforceability
of the other provisions of this Agreement shall not be affected. In such a case, the Parties shall enter into further agreements
in good faith and reciprocal consultations on the modification of the provisions which have been determined to be invalid by the
other party in accordance with similar provisions that may be lawfully enforceable.


 






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3.
The Parties to this Agreement can enter into a supplementary agreements with respect to any matter not contemplated under this
Agreement, which shall have the same effectiveness of this Agreement.


 


4.
If there is equity interest transfer agreement or any other documents signed by Parties only for purpose of filing and registration,
which is not consistent with this Agreement or any absence of terms, this Agreement shall prevail.


 


5.
No Party shall transfer its rights or obligations under this Agreement without the written consent of the other Party.


 


6.
This Agreement is made in two originals, and each Party holds one copy with the same legal effect.


 


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remainder of this page has been intentionally left blank)


 






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(No
text, signature page to Equity Interest Transfer Agreement)


 


The
Parties hereto have caused their respective duly authorized representatives to execute this Agreement on the date and year at
the place first above written.


 


Party
A: Tianjin Guangju Dingsheng Technology Co., Ltd.(天津光聚鼎晟科技有限公司)
(company seal)


 


	By:	/s/
    Sheng
    Hou	 
	Name: 	Sheng Hou	 
	Title:	Legal Representative	 



 


Party
B: Zhihui Qiyuan (Beijing) Technology Co., Ltd. (智汇启源(北京)科技有限公司)
(company seal).


 


	By:	/s/
    Xiaoke 
    Yin 	 
	Name: 	Xiaoke Yin	 
	Title:	Legal Representative