Exhibit 10.3


 


CONFIDENTIAL


 


 


 


 


 


 


 


 


EQUITY PLEDGE AGREEMENT


 


 


AMONG


 


 


GUANGZHOU YUZHI MDT INFO TECH LTD.


MOVE THE PURCHASE CONSULTING
MANAGEMENT (SHENZHEN) Co, LTD.


AND


THE LOCAL COMPANIES LISTED IN APPENDIX I


 


 


 


 


 


 


 


 


AUGUST 5, 2015


 


 


 


 


 


 


 


 


 


 


 


 


 



    


     

    

 


EQUITY PLEDGE AGREEMENT


 


This EQUITY PLEDGE AGREEMENT (hereinafter, this
"AGREEMENT") is entered into in the People's Republic of China (hereinafter, "PRC") as of AUGUST 5, 2015 by
and among the following Parties:


 


(7) THE COMPANIES LISTED IN APPENDIX I


 


(The above Parties hereinafter each referred to
as a "PARTY" individually, and collectively, the "PARTIES". Among them, WENBIN YANG and PING LI hereinafter
referred to as an "INDIVIDUAL PLEDGOR" individually, and collectively, the "INDIVIDUAL PLEDGORS"; the Individual
Pledgor and YUZHI hereinafter referred to as a "PLEDGOR" individually, and collectively, the "PLEDGORS"; YIGO
hereinafter referred to as a "PLEDGEE".)


 


WHEREAS: 


 


(1)YUZHI is the
enrolled shareholder of the companies listed in Appendix I. Appendix I attached hereto, legally holding all or the majority
equity of such companies as of the execution date of this Agreement.


 


(2)As of the date of this
Agreement, WENBIN YANG and PING LI are the enrolled shareholders of YUZHI, legally holding all the equity in YUZHI, of which Wenbin
Yang holding 60% interest, Ping Li holding 40%.


 


(3)Pursuant to the Call Option Agreement dated
as of AUGUST 5, 2015 among YIGO, the Pledgors and the Target Companies (as defined below) (hereinafter, the "CALL OPTION AGREEMENT"),
the Pledgors shall transfer part or all of the equity interest of the Target Companies to YIGO and/or any other entity or individual
designated by YIGO at the request of the YIGO.


 


(4)Pursuant to the Shareholders'
Voting Right Proxy Agreement dated as of AUGUST 5,2015 among YIGO, the Target Company and the Pledgors (hereinafter, the "PROXY
AGREEMENT"), Pledgors have already irrevocably entrusted the personnel designated by YIGO then with full power to exercise
on their behalf all of their shareholders' voting rights in respect of the relevant Target Companies.


 


(5)Pursuant to the Exclusive Service Agreement
dated as of AUGUST 5,2015 among YIGO and the Target Companies (hereinafter, the "SERVICE AGREEMENT"), the Target Companies
have already engaged YIGO exclusively to provide them with relevant management and consultation and other services, for which the
Target Companies will respectively pay YIGO services accordingly.


 






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(6)As security for performance by the Pledgors
of the Contract Obligations (as defined below) and repayment of the Guaranteed Liabilities (as defined below), the Pledgors agree
to pledge all of their Target Company Equity to the Pledgee and grant the Pledgee the right to request for repayment in first priority
and the Target Companies agree such equity pledge arrangement.


 


THEREFORE, the Parties hereby have reached the
following agreement upon mutual consultations:


 


ARTICLE 1 -
DEFINITION


 


1.1Except as otherwise construed in the context,
the following terms in this Agreement shall be interpreted to have the following meanings:


 


"CONTRACT OBLIGATIONS" shall mean all
contractual obligations of a Pledgor under the Call Option Agreement and Proxy Agreement; all contractual obligations of a Target
Company under the Exclusive Service Agreement, Call Option Agreement, Proxy Agreement; and all contractual obligations of a Pledgor
under this Agreement.


 


"TARGET COMPANY" shall mean, to Wenbin
Yang ,Ping Li and to YUZHI, any and all of the companies listed in Appendix I.


 


"GUARANTEED LIABILITIES" shall mean
all direct, indirect and consequential losses and losses of foreseeable profits suffered by Pledgee due to any Breaching Event
(as defined below) a Pledgor and/or a Target Company, and all fees incurred by Pledgee for the enforcement of the Contractual Obligations
of a Pledgor and/or a Target Company.


 


"TRANSACTION AGREEMENTS" shall mean
the Call Option Agreement and the Proxy Agreement in respect of a Pledgor; the Exclusive Service Agreement, and Proxy Agreement
in respect of a Target Company.


 


"BREACHING EVENT" shall mean any breach
by either Pledgor of its Contract Obligations under the Proxy Agreement, Call Option Agreement or this Agreement; any breach by
a Target Company of its Contract Obligations under the Service Agreement, Call Option Agreement and/or Proxy Agreement.


 


"PLEDGED PROPERTY" shall mean (1) in
respect of Wenbin Yang, Ping Li, all of the equity interests in YUZHI which are legally owned by them as of the effective date
hereof and is to be pledges by them to the Pledgee according to provisions hereof as the security for the performance by them and
YUZHI of their Contractual Obligations, and the increased capital contribution and equity interest described in Articles 2.6 and
2.7 hereof; (2) in respect of YUZHI, all of the equity interest in the Target Companies which is legally owned by it as of the
effective date hereof and is to be pledged to the Pledgee by it according to provisions hereof as the security for the performance
of the Contractual Obligations by it and the Target Companies (for details of such equity interest, see Appendix I), and the increased
capital contribution and equity interest described in Articles 2.6 and 2.7 hereof.


 






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"PRC LAW" shall mean the then valid
laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory
documents of the People's Republic of China.


 


1.2The references to any PRC Law here in shall
be deemed:


 


(1)to include the references
to the amendments, changes, supplements and reenactments of such law, irrespective of whether they take effect before or after
the formation of this Agreement; and


 


(2)to include the references
to other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.


 


1.3Except as otherwise stated in the context
herein, all references to an Article, clause, item or paragraph shall refer to the relevant part of this Agreement.


 


ARTICLE 2 - EQUITY PLEDGE


 


2.1Each Pledgor hereby agrees to pledge the
Pledged Property, which it legally owns and has the right to dispose of, to Pledgee according to the provisions hereof as the security
for the performance of the Contract Obligations and the repayment of the Guaranteed Liabilities. Each Target Company hereby agrees
that the Pledgors legally holding equity interest in it to pledge the Pledged Property to the Pledgee according to the provisions
hereof.


 


2.2Each Pledgor hereby undertakes that it
will be responsible for, recording the arrangement of the equity pledge hereunder (hereinafter, the "EQUITY PLEDGE")
on the shareholder register of each Target Company on the date hereof, and will do its best endeavor to make registration with
registration authorities of industry and commerce of each Target Company. Each Target Company respectively undertakes that it will
do its best to cooperate with the Pledgors to complete the registration with authorities of industry and commerce under this Article.


 


2.3During the valid term of this Agreement,
except for the willful misconduct or gross negligence of Pledgee which has direct cause and effect relationship the reduction in
value of the Pledged Property, Pledgee shall not be liable in any way to, nor shall Pledgors have any right to claim in any way
or propose any demands on Pledgee, in respect of the said reduction in value of the Pledged Property.


 






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2.4To the extent not violating provision of
Article 2.3 above, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize
Pledgee's rights, Pledgee may at any time auction or sell off the Pledged Property on behalf of Pledgors, and discuss with Pledgors
to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to
the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne by Pledgors).


 


2.5YIGO as Pledgee shall be deemed to have
created the encumbrance of first order in priority on the Pledged Property, and in case of any Breaching Event, Pledgee shall have
the right to dispose of the Pledged Property in the way set out in Article 4 hereof.


 


2.6Only upon prior consent by Pledgee shall
Pledgors be able to increase their capital contribution to any or all of the Target Companies. Further capital contribution made
by Pledgor (s) in the Target Company shall also be part of the Pledged Property.


 


2.7Only upon prior consent by Pledgee shall
Pledgors be able to receive dividends or share profits from the Pledged Property. The dividends or the profits received by Pledgors
from the Pledged Property shall be deposited into Pledgee's bank account designated by Pledgee respectively, to be under the supervision
of Pledgee and used as the Pledged Property to repay in priority the Guaranteed Liabilities.


 


2.8Wenbin Yang and Ping Li agree to bear joint
liabilities respectively to Pledgee upon occurrence of any Breaching Event on the part of YUZHI and Pledgee shall have the right,
upon occurrence of the Breaching Event, to dispose of any Pledged Property of either of Pledgors in accordance with the provisions
hereof.


 


ARTICLE 3 - RELEASE OF PLEDGE


 


In respect of equity interest of any Target Company,
upon full and complete performance by relevant Pledgors of all of their Contractual Obligations, Pledgee shall, at the request
of relevant Pledgors, release the pledge created on such Target Company under this Agreement, and shall cooperate with relevant
Pledgors to go through the formalities to cancel the record of the Equity Pledge in the shareholder register of the relevant Target
Company, with the reasonable fees incurred in connection with such release to be borne by Pledgee with the same proportion.


 






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ARTICLE 4 - DISPOSAL OF THE PLEDGED PROPERTY


 


4.1Pledgors, Target Companies and Pledgee
hereby agree that, in case of any Breaching Event, Pledgee shall have the right to exercise, upon giving written notice to Pledgors,
all of the remedial rights and powers enjoyable by them under PRC Law, including but not limited to being repayment in priority
with proceeds from auctions or sale-offs of the Pledged Property. Pledgee shall not be liable for any loss as the result of their
reasonable exercise of such rights and powers.


 


4.2Pledgee shall have the right to designate
in writing its legal counsel or other agents to exercise on their respective behalf any and all rights and powers set out above,
and neither Pledgors nor Target Companies shall not oppose thereto.


 


4.3The reasonable costs incurred by Pledgee
in connection with their exercise of any and all rights and powers set out above shall be borne by Pledgors, and Pledgee shall
have the right to deduct the costs actually incurred from the proceeds that they acquire from the exercise of the rights and powers.


 


4.4The proceeds that Pledgee acquire from
the exercise of their respective rights and powers shall be used in the priority order as follows:


 


- First, to pay any cost incurred in connection
with the disposal of the Pledged Property and the exercise by Pledgee of their respective rights and powers (including remuneration
paid to their respective legal counsels and agents);


 


- Second, to pay any taxes and levies payable
for the disposal of the Pledged Property; and


 


- Third, to repay Pledgee for the Guaranteed
Liabilities.


 


In case of any balance after payment of the above
amounts, Pledgee shall return the same to Pledgors or other persons entitled thereto according to the relevant laws and rules or
submit the same to the local notary institution where Pledgee are domiciled (any fees incurred in relation thereto shall be borne
by Pledgors).


 


4.5Pledgee shall have the option to exercise,
simultaneously or in certain sequence, any of the remedies at breaching that it is entitled to in respect of the equity interest
of any Target Company holding by any Pledgor; Pledgee shall not be obliged to exercise other remedies at breaching before their
exercise of the right to the auctions or sale-offs of the Pledged Property hereunder. Pledgors or Target Companies shall not oppose
to whether Pledgee exercise any part of the right to the pledge or the sequence of exercising the pledge interest.


 






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ARTICLE 5 - FEES AND COSTS


 


All costs actually incurred in connection with
the establishment of the Equity Pledge hereunder, including but not limited to stamp duties, any other taxes, all legal fees, etc
shall be borne by Pledgee with the same proportion.


 


ARTICLE 6 - CONTINUITY AND NO WAIVE


 


The Equity Pledge hereunder is a continuous guarantee,
with its validity to continue until the full performance of the Contractual Obligations or the full repayment of the Guaranteed
Liabilities. Neither exemption or grace period granted by Pledgee to Pledgors in respect of their breach, nor delay by Pledgee
in exercising any of their rights under this Agreement shall affect the rights of Pledgee under this Agreement, relevant PRC Law,
the rights of Pledgee to demand at anytime thereafter the strict performance of this Agreement by Pledgors or the rights Pledgee
may be entitled to due to subsequent breach by Pledgors of the obligations under this Agreement.


 


ARTICLE 7 - REPRESENTATIONS AND WARRANTIES
BY PLEDGORS


 


Each of Pledgors hereby, in respect of itself
and Target Company in which it holds equity interest, represents and warrants to Pledgee as follows:


 


7.1Each Individual Pledgor is a PRC citizen
with full capacity of disposition and has obtained due authorization to execute, deliver and perform this Agreement and can independently
be a subject of actions; YUZHI is a limited liability corporation duly incorporated and validly existing under PRC Law, has full
right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated in
this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in this
Agreement.


 


7.2Target Company is a limited liability corporation
duly incorporated and validly existing under PRC Law, it has independent status as a legal person; it has full and independent
legal status and capacity to execute, deliver and perform this Agreement and can independently be a subject of actions. It has
full right and authorization to execute and deliver this Agreement and other documents relating to the transaction as stipulated
in this Agreement and to be executed by them. It also has full right and authorization to complete the transaction stipulated in
this Agreement.


 


7.3All reports, documents and information
concerning Pledgors and all matters as required by this Agreement which are provided by Pledgors to Pledgee before this Agreement
comes into effect are true, correct and effective in all material aspects as of the execution hereof.


 


7.4At the time of the effectiveness of this
Agreement, Pledgors are the sole legal owner of the Pledged Property, with no existing dispute whatever concerning the ownership
of the Pledged Property. Pledgors have the right to dispose of the Pledged Property or any part thereof.


 






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7.5Except for the encumbrance set on the Pledged
Property hereunder and the rights set under the Transaction Agreements, there is no other encumbrance or third party interest set
on the Pledged Property.


 


7.6The Pledged Property is capable of being
pledged or transferred according to the laws, and Pledgors have the full right and power to pledge the Pledged Property to Pledgee
according to this Agreement.


 


7.7This Agreement constitutes the legal, valid
and binding obligations on Pledgors when it is duly executed by Pledgors.


 


7.8Any consent, permission, waive or authorization
by any third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities
(if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof
and the Equity Pledge hereunder have already been handled or obtained, and will be fully effective during the valid term of this
Agreement.


 


7.9The execution and performance by Pledgors
of this Agreement are not in violation of or conflict with any laws applicable to them, or any agreement to which they are a party
or which has binding effect on their assets, any court judgment, any arbitration award, or any administration authority decision.


 


7.10The pledge hereunder constitutes the encumbrance
of first order in priority on the Pledged Property.


 


7.11All taxes and fees payable in connection
with acquisition of the Pledged Property have already been paid in full amount by Pledgors.


 


7.12There is no pending or, to the knowledge
of Pledgors, threatened litigation, legal process or demand by any court or any arbitral tribunal against Pledgors, or their property,
or the Pledged Property, nor is there any pending or, to the knowledge of Pledgors, threatened litigation, legal process or demand
by any government authority or any administration authority against Pledgors, or their property, or the Pledged Property, which
is of material or detrimental effect on the economic status of Pledgors or their capability to perform the obligations hereunder
and the Guaranteed Liabilities.


 


7.13Pledgors hereby warrant to Pledgee that
the above representations and warranties will remain true, correct and effective at any time and under any circumstance before
the Contractual Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.


 






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ARTICLE 8 - REPRESENTATIONS AND WARRANTIES


BY TARGET COMPANY


 


Each of Target Company hereby individually represents
and warrants to Pledgee as follows:


 


8.1Target Company is a limited liability corporation
duly incorporated and validly existing under PRC Law, with full capacity of disposition and has obtained due authorization to execute,
deliver and perform this Agreement and can independently be a subject of actions.


 


8.2All reports, documents and information
concerning Pledged Property and all matters as required by this Agreement which are provided by Target Company to Pledgee before
this Agreement comes into effect are true, correct and effective in all material aspects as of the execution hereof.


 


8.3All reports, documents and information
concerning Pledged Property and all matters as required by this Agreement which are provided by Target Company to Pledgee after
this Agreement comes into effect are true, correct and effective in all material aspects upon provision.


 


8.4This Agreement constitutes the legal, valid
and binding obligations on Target Company when it is duly executed by Target Company.


 


8.5It has full right and authorization to
execute and deliver this Agreement and other documents relating to the transaction as stipulated in this Agreement and to be executed
by them. It also has full right and authorization to complete the transaction stipulated in this Agreement.


 


8.6There is no pending or, to the knowledge
of Target Company, threatened litigation, legal process or demand by any court or any arbitral tribunal against Target Company,
or their property (including but are not limited to the Pledged Property), nor is there any pending or, to the knowledge of Target
Company, threatened litigation, legal process or demand by any government authority or any administration authority against Target
Company, or their property (including but are not limited to the Pledged Property), which is of material or detrimental effect
on the economic status of Target Company or their capability to perform the obligations hereunder and the Guaranteed Liabilities.


 


8.7Each of Target Company hereby agree to
bear joint responsibilities to Pledgee in respect of the representations and Warranties made by its relevant Pledgor according
to Article 7.5, Article 7.6, Article 7.7, Article 7.9 and Article 7.11 hereof.


 


8.8Target Company hereby warrant to Pledgee
that the above representations and warranties will remain true, correct and effective at any time and under any circumstance before
the Contractual Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be fully complied with.


 






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ARTICLE 9 - UNDERTAKINGS BY PLEDGORS


 


Each of Pledgors hereby individually undertakes
to Pledgee in respect of it and Its Target Company of which it holds equity as follows:


 


9.1Without the prior written consent by Pledgee,
Pledgors shall not establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.


 


9.2Without first giving written notice to
Pledgee and having Pledgee's prior written consent, Pledgors shall not transfer the Pledged Property, and any attempt by Pledgors
to transfer the Pledged Property shall be null and void. The proceeds from transfer of the Pledged Property by Pledgors shall be
used to repay to Pledgee in advance the Guaranteed Liabilities or submit the same to the third party agreed with Pledgee.


 


9.3In case of any litigation, arbitration
or other demand which may affect detrimentally the interest of Pledgors or Pledgee under the Transaction Agreements and hereunder
or the Pledged Property, Pledgors undertake to notify Pledgee thereof in writing as soon as possible and promptly and shall take,
at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.


 


9.4Pledgors shall not carry on or permit any
act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the Pledged
Property.


 


9.5Pledgors guarantee that they shall, at
the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to
supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise
and realization of the rights thereof.


 


9.6In case of assignment of any Pledged Property
as the result of the exercise of the right to the pledge hereunder, Pledgors guarantee that they will take all necessary measures
to realize such assignment.


 


9.7Wenbin Yang and Ping Li undertake individually
to bear joint responsibilities with the other party if the performance of the Article 9 thereof of the other Party refers to YUZHI;
Wenbin Yang, Ping Li and YUZHI undertake individually to bear joint responsibilities with the other party if the performance of
Article 9 thereof of the other party refers to any Target Company listed in the Appendix I to this Agreement.


 






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ARTICLE 10 - UNDERTAKINGS BY TARGET COMPANY


 


10.1Any consent, permission, waive or authorization
by any third person, or any approval, permission or exemption by any government authority, or any registration or filing formalities
(if required by laws) with any government authority to be handled or obtained in respect of the execution and performance hereof
and the Equity Pledge hereunder will be cooperated to handle or obtain by Target Company to their best and will be ensured to remain
full effective during the valid term of this Agreement.


 


10.2Without the prior written consent by Pledgee,
Target Company shall not cooperate to establish or permit to establish any new pledge or any other encumbrance on the Pledged Property.


 


10.3Without having Pledgee's prior written
consent, Target Company shall not cooperate to transfer or permit to transfer the Pledged Property.


 


10.4In case of any litigation, arbitration
or other demand which may affect detrimentally the interest of Target Company or Pledgee under the Transaction Agreements and hereunder
or the equity of Target Company as the Pledged Property, Target Company undertake to notify Pledgee thereof in writing as soon
as possible and promptly and shall take, at the reasonable request of Pledgee, all necessary measures to ensure the pledge interest
of Pledgee in the Pledged Property.


 


10.5Target Company shall not carry on or permit
any act or action which may affect detrimentally the interest of Pledgee under the Transaction Agreements and hereunder or the
Pledged Property.


 


10.6Target Company shall provide Pledgee with
the financial statement of the last calendar season within the first month of each calendar season, including but are not limited
to the balance sheet, the income statement and the statement of cash flow.


 


10.7Target Company guarantee that they shall,
at the reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited
to supplementary agreement hereof) in respect of ensuring the pledge interest of Pledgee in the Pledged Property and the exercise
and realization of the rights thereof.


 


10.8In case of assignment of any Pledged Property
as the result of the exercise of the right to the pledge hereunder, Target Company guarantee that they will take all necessary
measures to realize such assignment.


 






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ARTICLE 11 - ENCUMBRANCE OF FIRST ORDER IN
PRIORITY


 


11.1YIGO has the encumbrance of first order
in priority on any and all Pledged Property. Pursuant to the stipulations of the Transaction Agreement, any Breaching Event under
any Transaction Agreement shall result in the occurrence of Breaching Event under other Transaction Agreement, YIGO shall claim
the pledge interest hereunder to Pledgor relevant to the Breaching Event, and be repaid in priority in the proportion of their
respective security amount from the proceeds obtained according to the disposal of Pledged Property stipulated in Article 4 hereof.


 


ARTICLE 12 - CHANGE OF CIRCUMSTANCES


 


12As supplement and subject to compliance
with other terms of the Transaction Agreements and this Agreement, in case that at any time the promulgation or change of any PRC
Law, regulations or rules, or change in interpretation or application of such laws, regulations and rules, or the change of the
relevant registration procedures enables Pledgee to believe that it will be illegal or in conflict with such laws, regulations
or rules to further maintain the effectiveness of this Agreement and/or dispose of the Pledged Property in the way provided herein,
Pledgors and Target Company shall, at the written direction of Pledgee and in accordance with the reasonable request of Pledgee,
promptly take actions and/or execute any agreement or other document, in order to:


 


(1) keep this Agreement remain in effect;


(2) facilitate the disposal of the Pledged
Property in the way provided herein; and/or


(3) maintain or realize the intention or the
guarantee established hereunder.


 


ARTICLE 13 - EFFECTIVENESS AND TERM OF THIS
AGREEMENT


 


13.1This Agreement shall become effective
upon the satisfaction of all of the following conditions in respect of any Target Company and any Pledgor who holds the equity
of the Target Company:


 


(1)this Agreement is duly executed by Pledgors,
the Target Company and the Pledgors who pledge the equity of the Target Company; and


 


(2)the Equity Pledge hereunder has been legally
recorded in the shareholders' register of the Target Company.


 


Pledgors shall provide the registration certification
of the Equity Pledge being recorded in the shareholders' register as mentioned above to Pledgee in a way satisfactory to Pledgee.


 


13.2This Agreement shall have its valid term
until the full performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities.


 






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ARTICLE 14 - NOTICE


 


14.1Any notice, request, demand and other
correspondences made as required by or in accordance with this Agreement shall be made in writing and delivered to the relevant
Party.


 


14.2The abovementioned notice or other correspondences
shall be deemed to have been delivered when it is transmitted if transmitted by facsimile or telex; it shall be deemed to have
been delivered when it is delivered if delivered in person; it shall be deemed to have been delivered five (5) days after posting
the same if posted by mail.


 


ARTICLE 15 – MISCELLANEOUS


 


15.1 Pledgee may, upon notice to Pledgors but
not necessarily with Pledgors' consent, assign Pledgee's rights and/or obligations hereunder to any third party; provided that
Pledgors may not, without Pledgee's prior written consent, assign Pledgors' rights, obligations and/or liabilities hereunder to
any third party. Successors or permitted assignees (if any) of Pledgors shall continue to perform the obligations of Pledgors under
this Agreement.


 


15.2 This Agreement shall be prepared in the Chinese
language in four (4) original copies, with each involved Party holding one (1).


 


15.3 The formation, validity, execution, amendment,
interpretation and termination of this Agreement shall be subject to PRC Law.


 


15.4 Any disputes arising hereunder and in connection
herewith shall be settled through consultations among the Parties, and if the Parties cannot reach an agreement regarding such
disputes within thirty (30) days of their occurrence, such disputes shall be submitted to China International Economic and Trade
Arbitration Commission for arbitration in Guangzhou in accordance with the arbitration rules of such Commission, and the arbitration
award shall be final and binding on all Parties.


 


15.5 Any rights, powers and remedies empowered
to any Party by any provisions herein shall not preclude any other rights, powers and remedies enjoyed by such Party in accordance
with laws and other provisions under this Agreement, and the exercise of its rights, powers and remedies by a Party shall not preclude
its exercise of its other rights, powers and remedies by such Party.


 






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15.6 Any failure or delay by a Party in exercising
any of its rights, powers and remedies hereunder or in accordance with laws (hereinafter, the "PARTY'S RIGHTS") shall
not lead to a waiver of such rights, and the waiver of any single or partial exercise of the Party's Rights shall not preclude
such Party from exercising such rights in any other way and exercising the remaining part of the Party's Rights.


 


15.7 The titles of the Articles contained
herein shall be for reference only, and in no circumstances shall such titles be used in or affect the interpretation of the provisions
hereof.


 


15.8 Each provision contained herein shall
be severable and independent from each of other provisions, and if at any time any one or more articles herein become invalid,
illegal or unenforceable, the validity, legality or enforceability of the remaining provisions herein shall not be affected as
a result thereof.


 


15.9 This Agreement shall substitute any other
documents on the same subject executed by relevant Parties hereof once duly executed.


 


15.10 Any amendments or supplements to this Agreement
shall be made in writing. Except for assignment by Pledgee of its rights hereunder according to Article 15.1 of this Agreement,
the amendments or supplements to this Agreement shall take effect only when properly signed by the Parties to this Agreement.Notwithstanding
the preceding sentence, considering the rights and obligations of Target Company and Pledgors are severable and independent, in
case the amendment or supplement is intended to have impact upon one Party of the Target Company and part of the Pledgors who hold
the equity interest, the amendment or supplement requires the consent by the Target Company and the part of the Pledgors only and
it is not required to obtain the consent of other Target Company and other Pledgors (to the extent the amendment or supplement
does not have impact upon such Pledgor).


 


15.11 This Agreement shall be binding on the legal
successors of the Parties.


 


15.12 At the time of execution hereof, each of
Pledgors shall sign respectively a power of attorney (as set out in Appendix II hereto, hereinafter, the "POWER OF ATTORNEY")
to authorize any person designated by YIGO to sign on its behalf according to this Agreement any and all legal documents necessary
for the exercise by Pledgee of YIGO's rights hereunder. Such Power of Attorney shall be delivered to YIGO to keep in custody and,
when necessary, YIGO may at any time submit the Power of Attorney to the relevant government authority.


 


15.13 Notwithstanding any provision to the contrary
in this Agreement, new companies except the Target Company and its shareholders can be included as one party of this Agreement
by executing the Acknowledgement Letter in the form of Appendix 3 to this Agreement. The new companies shall enjoy the same rights
and obligations as other Target Companies; the shareholders of the new companies shall enjoy the same rights and obligations as
other Pledgors hereunder. Considering that the rights and obligations of the Target Company and relevant Pledgors under the Agreement
are severable and independent, the participation of the new target companies and their shareholders will not affect the rights
and obligations of the original Target Company and relevant Pledgors, the participation of the new target companies only requires
confirmation of YIGO by signature.Each of the Target Company hereby irrevocably and unconditionally agree the participation of
the new companies and their shareholders and further confirm that shareholders of any new target companies can pledge their equity
of the new target companies to YIGO according to the stipulation of this Agreement not necessarily with consent of the original
Target Company or their relevant Pledgors.


 


[The remainder of this page is left blank]


 






    	 	14	 



     

    

 


(EXECUTION PAGE)


 





IN
WITNESS HEREOF, the Parties have caused this Exclusive Service Agreement to be executed in Guangzhou as of the date first
herein above mentioned.


  


MOVE THE
PURCHASE CONSULTING MANAGEMENT (SHENZHEN) CO., LTD (Company chop)


 


	Signature by:   /s/	 	 
	Name:	 	 
	Position:	Authorized
    Representative	 


 


GUANGZHOU
YUZHI MDT INFO TECH LTD (Company chop)


 


	Signed
    by:	/s/ Ping
    Li	 
	Name:	 	 
	Position:	Authorized
    Representative	 


 


SHENZHEN
QIANHAI ZHUO ZUICHANG TIAN TECHNOLOGY CO., LTD. (Company chop)


 


	Name:	 	 
	Position:	Authorized
    Representative	 


 


GUANGZHOU
ROUNGSHENG MDT INFO TECH LTD (Company chop)


  


	Name:	 	 
	Position:	Authorized
    Representative	 


 










    	 	15	 



     

    

 


APPENDIX I


 


BASIC INFORMATION OF OTHER TARGET COMPANY WHICH
YUZHIHOLDS THE EQUITY


 


	COMPANY 
 NAME	 	REGISTERED 
 ADDRESS	 	REGISTERED CAPITAL	 	LEGAL REPRESENTATIVE	 	EQUITY 
 STRUCTURE
	SHENZHEN QIANHAI ZHUO ZHICHANG TIAN
    TECHNOLOGY CO., LTD.	 	Room 201, Block A, NO 1 Qianwan road QianHaiShen Port Cooperative District, Shenzhen	 	RMB 10,000,000	 	Zuyue Xiang	 	GUANGZHOU YUZHI MDT INFO TECH LTD 100%
	GUANGZHOU RONGSHENG MDT INFO TECH LTD	 	Unit 1601, No 439, Dongfeng Road, Yuexiu District, Guangzhou	 	RMB 1,000,000	 	Zuyue Xiang	 	SHENZHEN QIANHAI ZHUO ZHICHANG TIAN TECHNOLOGY CO., LTD. 100%



 






    	 	16	 



     

    

 


APPENDIX II:


 


FORMAT OF THE POWER OF ATTORNEY


 


I/The company, ____________, hereby entrusts ____________,
[with his/her identity card number ____________,] to be my/the company's authorized trustee to sign on my/the company's behalf
all legal documents necessary or desirous for Shenzhen YIGO Management & Consulting Co., Ltd. to exercise their rights under
the Equity Pledge Agreement between them, myself/our company and local companies.


 


Signature: 


Date: 


 






    	 	17	 



     

    

 


APPENDIX III


 


ACKNOWLEDGEMENT LETTER


 


[-] (identity card number:
____________________)/[-]limited liability company (registered address: _________________) (hereinafter,
"PARTICIPATED PLEDGOR") and [-]limited liability company (registered address: ____________________) (hereinafter,
"PARTICIPATED TARGET COMPANY") hereby agree to participate in Equity Pledge Agreement dated on AUGUST 5,2015
between shenzhen YIGO Management & Consultation Co., Ltd (hereinafter "YIGO"), and other relevant parties
(hereinafter, "EQUITY PLEDGE AGREEMENT") as an independent contract party. Participated Pledgors and Participated
Target Companies pledge the equity of the Participated Target Companies which constitute [  ]% of the registered capital of
the Participated Target Companies to YIGO as the date of the Acknowledgement Letter to secure the following
contractual obligations:


 


This Acknowledgement Letter once executed by the
Participated Pledgors and Participated Target Company, Participated Pledgors and Participated Target Companies shall make the same
undertakings and warranties with those of Pledgors and Target Companies under the Equity Pledge Agreement, agree to perform the
obligations of Pledgors and Target Company stipulated in the Equity Pledge Agreement, and admit the rights and obligations of Parties
under the Equity Pledge Agreement.


 


[Name of Participated Pledgors]


(Company chop)


 


Signature by:


Name:


Position:Authorized Representative]


 


[Name of Participated Target Company]


(Company chop)


 


Signature by:


Name:


Position:Authorized Representative]


 


MOVE THE PURCHASE
CONSULTING MANAGEMENT (SHENZHEN)CO., LTD (Company chop)


 


Signature by:


Name:


Position:Authorized Representative]


 


 


 


18