Tianjin Information Sea Information
Technology Co., Ltd.


 


As one Party of this agreement


 


 


And


 


 


Mr. Liu Fu、Mrs.
Liu Zhixin


 


Together as one Party of this agreement


 


 


 


Entered into this






 


Equity pledge contract



 


 


 


 


 


 


 


October 27, 2015


 


 


 


 


 


 


 


 


 


 


 


 




    


     


    

Equity pledge contract


 


Both parties concludes this Equity pledge
contract (the “Contract”) on October 27, 2015 in Beijing:


 


		(1)	Tianjin Information Sea Information Technology Co., Ltd. Its registered address is Room
1704-8359 Block A Building Kuangshiguoji Xiangluowan Tianjin Free Trade (Central Business District). Its legal representative is
Liu Zhixin ("Pledgee"):



 


Mr.
Liu Fu. His home address is Group 1, Committee 9, BaoAn Street, Kedong Town, Kedong County Heilongjiang Province



ID No.
is 230230196505050257;


 





Mrs.
Liu Zhixin. Her home address is Room 1204, Unit 3, Building 7, Tianqinwan Wuyi Road, Xinxiu
District, Xianghe County, Langfang City, Hebei Province.


ID No.
is _230230198601020225;


(together
called the “Pledger”);


 


In
View of 


 


		1.	Pledger and Pledgee signed the Equity Interest Purchase Agreement (the Purchase Agreement”)
in October 27, 2015. According to the Purchase Agreement, Pledger granting Pledgee to purchase its full ownership of Shuhai Information
Technology Co., Ltd. (the "Domestic Company").



 


		2.	Pledgee and Domestic Company signed the Business Cooperation Agreement (the “Cooperation
Agreement”) on October 20, 2015.



 


		3.	As a guarantee for Pledger performing the Purchase Agreement and Domestic Company fulfilling the
Cooperation Agreement, Pledger is willing to provide its entire equity (the "Pledged Equity "), and all the other related
equity interest to Pledgee. Pledgee agrees to accept this guarantee.



 


 


Therefore, Pledger and Pledgee
have reached an agreement through friendly consultation to conclude the following contract.


 


		I.	Definitions



 


Unless otherwise stipulated in this
contract, all definitions of Purchase Agreement shall apply to this contract, and the defined word using in this contract is as
follows:


 


		1.1	Principal Obligations: (1) refers to the obligation under the Purchase Agreement bore
by the Pledger, including but not limited to transfer the Domestic Company’s equity holding by the Pledger according to
the Purchase Agreement, and the Pledger shall bear the cost (including





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			the attorney’s fees) for the Pledgee to implement its right subject to the Purchase
Agreement. (2) The Domestic Company shall bear all obligations under the Cooperation Agreement.



 


		1.2	The Period of Pledge: refers to the date of the contract comes into force till the
termination of the guarantee period.



 


		1.3	The Termination of Guarantee: refers to whichever is the earlier day of the following:
(a) the Pledger fulfills all its obligations under the Purchase Agreement, or (b) the Pledgee realizes all the pledge under this
contract according to Article 9.



 


		1.4	Pledge File: the investment certificate issued by the Domestic Company to the Pledger, and the
registration documents of the pledged equity issued by the registration authority (if applicable).



 


		1.5	Pledged equity earnings: refers to any cash or other forms of income generated by the pledged equity,
including but not limited to investment dividends, dividends, bonuses and other forms of investment returns.



 


		1.6	Pledge Registration Authority: refers to the State Administration for Industry and Commerce and
/ or its authorized local administrations.



 


		1.7	The articles of association: articles of incorporation of the Domestic Company.



 


		1.8	Business license: refers to the Domestic Company’s business license issued by State Administration
for Industry and Commerce or its authorized local administrations.



 


		II.	Subject matter



 


The subject
matter underlying the equity pledge contract is the equity held by the Pledger and all rights relate to the pledged equity (namely
the return on equity pledge). On the effective date of this contract, details of the pledge shares are as follows:


 


2.1
Name of the enterprise: Shuhai Information Technology Co., Ltd


 


Registered
capital:RMB 50,000,000Yuan


 


		2.4	Name of capital contribution shareholder, the amount and proportion of investment:



 


	Shareholder	Contribution amount (RMB)	Investment proportion(%)
	Liu Fu	32,500,000 yuan	65%
	Liu Zhixin	17,500,000 yuan	35%


 


		III.	Purview of Guarantee



 



		3.1	Pledger unconditionally and irrevocably pledge equity to the Pledgee according to this contract,
as a guarantee to fulfill its primary obligations.



 




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		3.2	The purview of guarantee subject to this contract include:



 


		3.2.1	The primary obligations defined in paragraph 1.1 of this contract;



 


		3.2.2	Pledgee’s cost on realizing its rights under this contract.



 


		3.2.3	Other obligations assumed by the Pledger according to this contract.



 


		4.	Guarantee Effect



 


		4.1	The validity of the guarantee under this contract will not be affected due to any changes of "Purchase
Agreement" and the "Cooperation Agreement".



 


		4.2	The invalid, withdraw or rescind of the Purchase Agreement or the
Cooperation Agreement shall not affect the validity of this contract. If the Purchase Agreement and / or the Cooperation
Agreement are invalid for any reason, or being withdrew or rescinded, the Pledgee is entitled to implement its right in accordance
with the provisions of Article 9 of the contract immediately.



 


		5.	The Register of the Pledge



 


Pledger
shall submit this contract promptly after the signing of this contract to the pledge registration agency to finish the registration
procedures according to provision 1.6 of the contract, and should complete the above-mentioned registration formalities within
15 working days from the date of signing this contract.


 


		6.	Custody and return the pledge document



 


		6.1	Pledger shall return the pledge document immediately after finishing the registration procedure
aforementioned according to Article 5; the Pledgee shall issue a receipt of the document in return.



 


		6.2	Pledgee has the obligation to keep its pledge documents received.



 


		6.3	Pledgee shall return the pledge document within 15 days of the release of the guarantee, and shall
provide necessary assistance to the Pledgee during the pledge lift procedure.



 


		7.	Statement and Guarantee



 


The Pledger hereby makes the
following statement and guarantee to the Pledgee, as of since the effective date of this contract and in the effective date of
this contract:


 


		7.1	Pledger hereby reiterate its statement and guarantee made in the Purchase Agreement;





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		7.2	Once completing the registration formalities stipulated in this contract, this contract constitutes
legal effective, legally binding obligation for the Pledger:



 


		7.3	Any equity pledge behavior made by the Pledger does not violate the relevant provisions of national
laws, regulations and other relevant provisions of government departments’ rules, also does not violate any contract, agreement
that the Pledger signed with any third party or any commitments issued to any third party;



 


		7.4	Pledger shall provide all documents, data relating to this contract to the Pledgee and make sure
these documents are true, accurate and complete;



 


		7.5	Pledger is the only lawful holder of pledged equity;



 


		7.6	Shareholders meeting of Domestic Companies have agreed the share pledge in this contract.



 


		8.	Promises of the Pledger



Pledger
promises to the Pledgee:


 


		8.1	Complete the equity pledge registration formalities in accordance with Article 5 of this contract;



 


		8.2	Without the prior written consent of the Pledgee, the Pledger will not dispose all or part of the
pledge shares, and will not set any other form of security interest in the pledged shares.



 


		8.3	If the pledged shares have been frozen in any circumstance, or any dispute, litigation, arbitration
or any other form administrative, judicial enforcement measures arise to against the pledge equity, the Pledger shall immediately
take necessary measures to remedy, and notify the Pledgee, and to provide any necessary assistance after the Pledgee join the administrative
or judicial proceedings required by law.



 


		8.4	Pledger will not to exercise the right of defense in civil or permitted by law, refuse to fulfill
its obligations in this contract, and will not hinder, delay the Pledgee to acquire its enjoyed legitimate rights under this contract.



 


		9.	Execution of right of pledged bills



 


		9.1	During the pledge period, if one or more of any of the following situation occurs, the Pledgee
is entitled to achieve its pledge:



 


		9.1.1	When the Pledger in violation of the Purchase Agreement and this contract, including but not limited
to the Purchase Agreement and statements, commitments and warranties were made in this contract:




 


		9.1.2	When the Pledgee shall have the right to perform its pledge under this contract according
to the Purchase Agreement;



 




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		9.1.3	When the Cooperation Agreement is invalid, withdrew or rescind or the Domestic Company seriously
breach its obligations under the Cooperation Agreement;



 


		9.1.4	When the Domestic Company suspends operations, liquidation or dissolution, or ordered to suspend
operations, liquidation or dissolution:



 


		9.1.5	Pledger involve any dispute, litigation, arbitration or administrative proceedings or any other
legal proceedings related with any pledge shares its held, which the Pledgee believe will have adverse effects upon Pledger’s
performance in the Purchase Agreement and this contract;



 


		9.1.6	Other events regulated by laws and regulations.



 


		9.2	The Pledger agrees and hereby authorizes the Pledgee, once one or more of situations prescribed
in article 9.1 appears, the Pledgee shall take one of the following measures to achieve the pledge partly or wholly without violating
the laws and regulations, after obtaining the necessary approvals (if necessary ):



 


		9.2.1	Transfer the pledged equity to the Pledgee with arranged price as a compensation to the Pledger
fails in performing its obligations;



 


		9.2.2	Pledgee can transfer the pledged equity to a third party designed by the Pledgee to fulfill its
contractual obligation if the law forbid the Pledgee to hold the pledged shares partly or wholly;



 


		9.2.3	Auction pledge equity;



 


		9.2.4	Exercise this contract in other ways permitted by law.



 


		9.3	Proceeds obtained from disposition of the pledged equity according to Article 9.2 shall be used
in the following orders:



 


		9.3.1	Pay the taxes and fees due to the disposal of shares arising from the pledged equity;



 


		9.3.2	Repay all the payments that the Pledger should made according to the Purchase Agreement and this
contract.



 


		9.4	Once the Pledgee achieves its pledge in accordance with the aforementioned Article 9.2, and obtains
the earnings and payments, it deemed as the Pledger has completely fulfilled its primary obligation, so the Pledgee will not request
other payment from the Pledger.



 


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		9.5	During the pledge period, the Pledgee is entitled to receive the pledge equity income.






 


		10.	Special agreement



 


		10.1	Pledger shall sign a declaration form as Annex 1 of this contract and submit to the Pledgee at
the same time signing the contract.



 


		10.2	Pledger shall not transfer its rights and / or obligations in this Contract. Pledgee may transfer
its rights and obligations in the Purchase Agreement and this contract to its related parties without the prior consent of the
Pledger. If the Pledgee transfers rights and obligations to their affiliates, the Pledger should handle with the appropriate procedures.
Pledgee transfers rights and obligations to a third party other than the related parties in this contract, it shall obtain prior
consent of the Pledger, and the Pledger shall not unreasonably refuse the request.



 


		11.	Pledged share transfer restrictions



 


		11.1	Without the prior written consent of the Pledgee, the Pledger shall not transfer its pledged shares.



 


		11.2	After the prior express written consent of the Pledgee, the Pledger transfer pledged equity in
this contract (excluding equity transfer due to the pledge right occurred in the Purchase Agreement), the Pledger shall encourage
assignee commitment in the corresponding pledged equity transfer files to the Pledgee, and complete the relevant pledge registration.



 


		12.	Liability for breach of contract



 


		12.1	If the Pledger in violation of this contract, the Purchase Agreement and the Cooperation Agreement,
it constitutes the breach of the contract. The Pledgee has right to pursue the responsibility of the Pledger other than clauses
specified in the Purchase Agreement and the Cooperation Agreement.



 


		12.2	Any party who contravenes the provisions of this contract shall compensate direct
economic losses to the other party.



 


		13.	Applicable law and dispute settlement



 


		13.1	Chinese laws govern formation, validity, interpretation and performance of this contract.



 


		13.2	For any dispute that occurred between the Pledger and the Pledgee during the implementation of
this contract, each party should first be resolved through friendly consultations. If one party notifies its opinions in written
to the other party cannot negotiate the dispute within 60 days to resolve the dispute, either party can submit the dispute to the
China International Economic and Trade Arbitration Commission in accordance with its effective arbitration rules in Beijing. The
arbitral award is final and binding on any party.





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		14.	The exercise of rights of the pledge



 


In the case of Pledgee achieve
its pledge according to Article 9, the Pledgee does not exercise or delay in exercising any rights or remedies, shall not be construed
as a waiver of such right, and shall not affect the Pledgee’s right to claim for remedies according to laws and regulations
at any time.


 


		15.	The effectiveness of the contract terms



 


		15.1	If there is any inconsistency or conflict provision between this contract and the Purchase Agreement,
the former shall prevail.



 


		15.2	Invalid of any part of the contract does not affect the validity of the other provisions of this
contract.



 


		16.	Modify and termination of the contract



 


After this
contract comes into force, any party shall not unilaterally modify or rescind the contract. If it needs to be modified or terminated,
it should be done through mutual agreement, and reached in a written contract. Before making such written contract, the terms of
this contract is still valid.


 


		17.	Notification



 


Any notice
of this contract shall be in written form and sent by registered mail, courier or fax. Notify the other party should in accordance
with the following address and number or other address and number receive prior notice to the other party:


 


	Pledgee:	Tianjin Information Sea Information Technology Co., Ltd
	Address:	Room 1704-8359 Block A Building Kuangshiguoji Xiangluowan Tianjin Free Trade (Central Business District)
	Fax:	 
	Receiver:	Mrs Liu Zhixin


 


 


	Pledger:	Mr Liu Fu
	Address:	Room 21BC1 No.1 Xinghuo Road, Fengtai District, Beijing City
	Fax:	 


 


	Pledger:	Mrs Liu Zhixin
	Address:	 




    -7-


     


    

 


	Fax:	Room 21BC1 No.1 Xinghuo Road, Fengtai District, Beijing City


 


		18.	Other matters



 


		18.1	For the unaccomplished matters of this contract, both the parties agree to settle in the form of
supplementary contract. Any attachment, supplementary contract will become an integral part of this contract, and has the same
legal effect as this contract.



 


		18.2	This contract has six (6) formal copies: the Pledgee holds two (2); the Pledgor holds (1); one
(1) copy shall be submitted to the Domestic Company for the pledge registration; one (1) copy shall be submitted to the registration
agencies for pledge registration.



 


		19.	The effective and termination of the contract



 


		19.1	This contract is valid upon signing by both parties.



 


		19.2	The termination of the contract is the date of guarantee disarmament.



 


This as evidence that the contract is
signed by all the parties in the first page of official date stated in the text signed in Beijing.


 


 


Pledgee:   Tianjin
Information Sea Information Technology Co., Ltd


 


Signature:/s/
Liu Zhixin                        


 


Name:
Liu Zhixin                          


Position:
Legal Representative


 


 


 


Pledger:
Mr Liu Fu


 


Signature:/s/
Fu Liu                       


 


Mrs
Liu Zhixin


 


Signature:/s/
Liu Zhixin                      


  


 


 


  


 


 






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