Exhibit 10.3


 


 


Equity
Pledge Agreement


November
13, 2018


 




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Equity
Pledge Agreement


Pledgor
A: Xiaodong CHEN


ID
Number: 350102196711020039


Address:
Room 2605. No. 108 East Taojin Road, Yuexiu District, Guangzhou


Pledgor
B: Shaohong CHEN


ID
Number: 35010219610308002X


Address:
Unit 1106, No.11, Mi Shu Heng Lane, Gulou District, Fuzhou, Fujian Province


Pledgor
C: Juanjuan CAI


Identification
Number: 35010219660803036X


Address:
Room 2605, No. 108 East Taojin Road, Yuexiu District, Guangzhou


Pledgor
D: Weiling ZHANG


Identification
Number: 410121197307080523


Address:
Unit 1#1005, No.563 Tian He Lane, Tianhe District, Guangzhou, Guangdong Province


Pledgee:
Xiamen Duwei Consulting Management Co., Ltd.


Legal
Representative: Xiaodong CHEN


Address:
Room A-2, Unit 3, Floor 8, Building D, Xiamen International Shipping Center, No.97 Xiangyu Road, Administration of Xiamen Area
of China (Fujian) Pilot Free Trade Zone


Target
Company: Fujian Blue Hat Interactive Entertainment Technology Ltd. (the "Target Company")


Legal
Representative: Xiaodong CHEN


Address:
Room 402, Floor 4, Industrial Design Center, Cross-Strait Longshan Culture Creative Industry Park, No.84, South Longshan Road,
Siming District, Xiamen


(Pledgor
A, Pledgor B, Pledgor C and Pledgor D together as the "Pledgor")


Whereas:


		1.	The
                                         Target Company is a company limited by shares incorporated lawfully and existing validly
                                         within the territory of the People's Republic of China. As shareholders of the Target
                                         Company, Pledgor A holds 67.21% shares of the Target Company, Pledgor B holds 27.31%
                                         shares of the Target Company, Pledgor C holds 3% shares of the Target Company and Pledgor
                                         D holds 2.48% shares of the Target Company.





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		2.	The
                                         Pledgee is a wholly foreign-owned enterprise incorporated lawfully and existing validly
                                         in accordance with the laws of the People's Republic of China and provides technical
                                         support, strategic consulting and other relevant exclusive business cooperation services
                                         to the Target Company as an important partner of the Target Company. The Pledgee, the
                                         Target Company and Pledgor have signed the documents listed in the Appendix 1 of this
                                         Agreement, including Exclusive Business Cooperation Agreement (the "Cooperation
                                         Agreement") and Call Option Agreement (the "Option Agreement").



		3.	In
                                         order to guarantee the Target Company and the Pledgor perform the following obligations
                                         and corresponding rights of the Pledgee:



		3.1	
Obligations of the Target Company and the Pledgor under the Cooperation Agreement and the Option Agreement;



		3.2	
All charges collected by the Pledgee under the Cooperation Agreement from the Target Company (the "Service Charge");



		3.3	
The Pledgor's debts to the Pledgee due to the Pledgee's loan to the Pledgor (the total amount of loan, regardless of the installment);



 


The
Pledgor leaves all the equity held by them in the Target Company as a pledge, so as to guarantee Pledgee's interests stipulated
in the above mentioned obligations.


Now
therefore, through mutual consultation, the parties have reached the following agreements:


Article
1Definition


Unless
otherwise provided or otherwise required in the clauses herein, the expressions below shall have the following meanings throughout
this Agreement:


		1.1	"Equity"
                                         means the shares legally owned and disposed by the Pledgor in the Target Company. Pledgor
                                         A holds 67.21% shares of the Target Company, Pledgor B holds 27.31% shares of the Target
                                         Company, Pledgor C holds 3% shares of the Target Company and Pledgor D holds 2.48% shares
                                         of the Target Company.



		1.2	"Guaranteed
                                         Debt" means all of the liabilities and debts(nevertheless existing or potential,
                                         direct or indirect, single in any time or accumulated due) to be borne by the Target
                                         Company and the Pledgor to the Pledgee under the Cooperation Agreement and the Option
                                         Agreement, including but not limited to the service fee, interest, penalty, compensation
                                         and expenses of realization of creditor's right to be borne by the Target Company and
                                         the Pledgor and the damage and other payable expense caused to the Pledgee by the Target
                                         Company or the Pledgor for breaching of this Agreement; and the





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Pledgor's
debts to the Pledgee due to the Pledgee's loan to the Pledgor (the total amount of loan, regardless of the installment).


		1.3	"Event
                                         of Default" means any situation listed in Article 7 of this Agreement.



		1.4	"Notice
                                         of Breach of Contract" means the notice issued by the Pledgor announcing the
                                         Event of Default in accordance with this Agreement.



Article
2Pledge


2.1       Pledge


The
Pledgor hereby pledge all of the Pledgor' s right, title and interest (collectively, the "Pledged Interests") in relation
to its shares in the Target Company to the Pledgee as collateral for the payment and performance of the Guaranteed Debt, The pledge
right (the "Pledge Right") refers to the right of the Pledgee to receive preferential payment in accordance with the
laws of the PRC in the way of converting into money with the Pledged Interests or for the auction or sale of the Pledged Interests
in case of any event of default.


2.2       Term
of the Pledge


The
pledge shall come into force from the date on which the Pledge of the Pledged Interests is recorded under the Target Company's
register of shareholders and is registered with competent administration for industry and commerce of the Target Company until
all of the liabilities and debts have been fulfilled any paid completely (the "Pledge Period").


2.3       Dividends


Without
prior written consent of the Pledgee, the Pledgor could not procure the Target Company to distribute dividends to the Pledgor,
and the Target Company could not take the initiative to distribute dividends to the Pledgor. The Pledgor agrees to deposit any
dividends agreed to be distributed from the Target Company to the bank account designated by the Pledgee. The account is supervised
by the Pledgee and, in the circumstances permitted by Chinese law, in the event of a default event, the Pledgee may decide at
its own discretion to reimburse the Guaranteed Debt for such dividends.


		2.4	The
                                         scope of the Pledge: The scope of the pledge of this Agreement includes all Guaranteed
                                         Debt.



Article
3 Registration


3.1       Pledge
Right Record


Within
3 days after signing of this Agreement, the Pledgor shall procure the Target Company and the Target Company shall record the pledge
in the Target Company's register of shareholders and update the equity certificate to indicate the details of the




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pledge.
Within 7 days from signing of this Agreement, the Pledgor shall procure the Target Company and the Target Company shall deliver
the updated register of shareholders and equity certificate to the Pledgee, and the Pledgee shall keep such documents during the
Pledge Period.


3.2       Change
of Record


If
there is any change in the records of the pledge and the record needs to be changed according to law, the Pledgor and the Pledgee
shall change the corresponding record within 15 days from the date of such change.


3.3       Registration


The
Pledgor shall procure the Target Company and the Target Company shall complete the registration of the equity pledge with competent
administration authority for industry and commerce of the Target Company within 30 days after signing of this Agreement.


Article
4 Representation and Warranty


4.1       Representations
and Warranties of Each Party


Each
party represents and warrants to the other party:


		(1)	It
                                         has all requisite power, capability and authority to execute this Agreement and perform
                                         its obligations and liabilities under this Agreement. This Agreement constitutes the
                                         legally valid and binding obligation to the party and is enforceable against the party
                                         in accordance with its terms upon execution.



		(2)	The
                                         execution, delivery or performance of this Agreement will not (i) lead to violation of
                                         any law of the PRC; (ii) conflict with the by-law or other constitutional documents;
                                         (iii) lead to breach of or default under any contract or document to which it is a party
                                         or which has binding force upon it; (iv) lead to breach of any conditions on the basis
                                         of which any permit or approval is issued to any party hereto and (or) maintenance thereof.



		(3)	The
                                         information provided by itself or its agents, employees or representatives to the other
                                         party is true, complete, accurate and no misleading in all material respect.



4.2 
     Additional Representations and Warranties by the Target Company and the Pledgor


The
Target Company and the Pledgor additionally represent and warrant that:


		(1)	The
                                         Pledgor is the sole and legal owner of the Equity and the capital contribution to the
                                         Target Company by the Pledgor has been fully paid up.





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		(2)	Other
                                         than the Pledgee's Pledge Right, the Equity has no other right burden. The Pledgee shall
                                         be kept from any intervention of any other parties when exercising the Pledge Right.



		(3)	There
                                         is no pending or potential litigations, arbitrations or other administrative proceedings
                                         related to the Equity.



		(4)	No
                                         further consent, permit, approval and filing from any PRC authority is required to effectuate
                                         or enforce this Agreement other than those which have been stipulated under this Agreement.



Article
5 Covenants of the Pledgor


5.1       Interests
of the Pledge Right


The
pledger hereby covenants to the Pledgee during the validity of this Agreement that:


		(1)	The
                                         Pledgor is prohibited to transfer the Pledged Interests without prior consent of the
                                         Pledgee unless transferring the shares to the Pledgee or the party designated by it according
                                         to the Option Agreement, or to set up or allow existing of any right burden that may
                                         affect the Pledgee's right and interest or to procure the shareholders meeting of the
                                         Target Company pass a resolution with respect to sale, transfer, pledge or otherwise
                                         disposing of any Equity or allowing any other rights to be imposed thereon.



		(2)	Observe
                                         and enforce all laws and regulations concerning pledge rights. Upon receipt of a notification,
                                         order or decision issued or formulated by a competent authority in relation to the Pledge
                                         Rights under this Agreement, the said notice, order or decision shall be presented to
                                         the Pledgee within 5 days, and shall comply with such notice, instruction or decision
                                         or the reasonable request of the Pledgee or consent of the Pledgee to make objections
                                         and statements regarding such notice, directive or decision



		(3)	Notify
                                         the Pledgee of any events or notices that may affect the Pledge Rights of the Pledgee
                                         or any part thereof, any changes in the representations, warrants or covenants made by
                                         the Pledgor under this Agreement, and any event or notices that may affect the representations,
                                         warrants or covenants made by the Pledgor under this Agreement.



5.2       No
Interference


The
Pledgor undertakes that the Pledgee shall have the right to exercise the Pledge Rights in accordance with the terms of this Agreement
and shall not be interrupted or interfered by the Pledgor, its accessor or any other person in any form.


5.3       Exercise
of Right




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The
Pledgor guarantees to the Pledgee that in order to achieve the guarantee for the Guaranteed Debt under this Agreement, the Pledgor
will properly sign and procure other parties interested in the Pledge Interests to sign any certificate, contract or any document
required by the Pledgee and/or perform or procure such interested parties to perform any of the acts required by the Pledgee,
and to use their best efforts to facilitate the exercise of the rights and authorizations of the Pledgee under this Agreement.


Article
6 Compensation


		6.1	If
                                         any of the representations or warranties made by any party under Article 4 become untrue
                                         or inaccurate, the relevant party shall promptly notify other parties in writing and
                                         shall provide remedies according to reasonable requests made by the other parties. Each
                                         party agrees to indemnify any other party the debts, obligations, compensation, fines,
                                         awards, litigation, cost, expenses and disbursements which are arising from or relating
                                         to any untruthfulness or inaccuracy in the representations and warranties made under
                                         Article 4 or because of any breach of agreement or provision under this Agreement



Article
7 Event of Default


7.1       Event
of Default


Each
of the followings shall be deemed an Event of Default:


		(1)	The
                                         Target Company cannot pay or perform any Guaranteed Debt or breaches of any clauses under
                                         the Cooperation Agreement or the Option Agreement;



		(2)	The
                                         Target Company or the Pledgor does not record the pledge on the Target Company's resistor
                                         of shareholders in accordance with Article 3 and does not register the pledge with competent
                                         administration authority for industry and commerce of the Target Company;



		(3)	Any
                                         representation or warranty made by the Pledgor herein contains material misrepresentation
                                         or error, or the Target Company or the Pledgor otherwise breaches any of the representation
                                         or warranty under Article 4 of this Agreement;



		(4)	The
                                         Pledgor breaches the covenants under Article 5 of this Agreement;



		(5)	The
                                         Target Company and the pledger breaches any other clause under this Agreement;



		(6)	The
                                         pledger abandons the Pledged Interests or part of it or transfers the Pledged Interests
                                         or part of it without obtaining prior written consent from the Pledgee (except for the
                                         transfer permitted under this Agreement);



		(7)	Any
                                         external borrowing, guarantee, compensation, commitment or other debt responsibility
                                         of the Pledgor is required to be repaid or performed ahead of schedule due to breach
                                         or cannot be repaid or performed as scheduled and





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consequently
the Pledgee has reason to doubt that the capability for the Pledgor to fulfill its obligation under the agreement has been affected;


		(8)	An
                                         unfavorable change in the property owned by the Pledgor has resulted in the Pledgee's
                                         reasonable doubt that the Pledgor's capability to fulfill its obligations under this
                                         Agreement has been affected;



		(9)	The
                                         successor or escrow agent of the Target Company or the Pledgor refuses to perform or
                                         can only partially perform the Guaranteed Debt;



		(10)	This
                                         Agreement becomes illegal due to promulgation of relevant law and regulations or the
                                         Pledgor cannot continue to perform its obligations under this Agreement;



		(11)	The
                                         withdrawal, suspension, invalidation or substantive modification has occurred to any
                                         consent, permit, approval or authorization necessary for the effective or enforceable
                                         of this Agreement the Pledge Rights.



		(12)	The
                                         Pledgee cannot exercise the Pledge Rights or dispose of the Pledged Interests in accordance
                                         with this Agreement.



7.2 
     The Pledgor's Notification


The
Pledgor shall notify the Pledgee in writing immediately in case of any Event of Breach or a situation that may lead to any Event
of Breach.


7.3 
     Consequence of Breach


After
any Event of Breach occurs, unless it is satisfactorily resolved by the Pledgee, the Pledgee may notify the Pledgor in writing
of the Event of Breach at any time after or at the time the Event of Breach occurs. The Target Company shall immediately pay the
arrears and other payables under the entire Cooperation Agreement and the Option Agreement or exercise the Pledge Rights in accordance
with the provisions of this Agreement and as permitted by Chinese law.


Article
8Exercising of Pledge


8.1 
     Exercising of Pledge


Subject
to the provisions of Clause 7.3 and as permitted by Chinese law, the Pledgee may exercise its right to dispose of the Pledge Interests
at any time following the issuance of a notice of Event of Breach under Clause 7.3 or at any time after the issuance of the notice
of Event of Breach. Where permitted by Chinese law, the Pledgee has the right to dispose of all or part of the Pledged Interests
under this Agreement (including but not limited to agreements with the Pledgor or legally auctioned or sold off in accordance
with legal procedures and to receive priority compensation. Until the Guaranteed Debt is paid off.




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The
Pledgor waives the right it may have to the Pledgee to demand the income from disposal of any Pledged Interests.


8.2 
     Assistance of the Pledgor


When
the Pledgee disposes of the Pledged Interests pursuant to this Agreement, the pledgor shall not set up any obstacles, and shall
assist the Pledgee at the request of the Pledgee to ensure that the Pledgee realizes its Pledge Rights.


Article
9 Cost and Expense


9.1 
     Payment of Cost and Expense


All
actual costs and expenses relating to the pledges under this Agreement and this Agreement, including but not limited to legal
fees, stamp duties, and any other taxes, fees, etc. shall be borne entirely by the pledgor. If any legal requirement requires
the Pledgee to pay such fees and expenses, the pledgor shall compensate for all of the fees and expenses paid by the Pledgee.


9.2 
     Consequence of Failure of Payment


If
the pledgor fails to pay any fees or expenses due to it in accordance with the provisions of this Agreement or any other reason
causes the Pledgee to take any recourse from it, the pledgor shall bear all the fees (including but not limited to various legal
fees, taxes, management fees, etc.) arising therefrom.


Article
10Confidentiality


10.1     General
Obligation


Within
5 years after the expiration of this Agreement and after termination of this Agreement for any reason, without prior consent of
the parties, either party shall be responsible for any oral or written information obtained by this Agreement and any other party
from the other parties in performing this Agreement (the "Confidential Information") is confidential and may
not disclose any Confidential Information to any other person.


10.2     Disclosure
to the Recipients


In
order to achieve the purpose of this Agreement, each party may disclose the Confidential Information to its directors, supervisors,
senior officers, managers, partners, employees and legal, financial and professional advisors (collectively referred to as the
'Recipients") on a need-to-know basis.


10.3     Obligations
of the Recipients




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The
parties shall ensure that their respective Recipients are aware of and comply with all their confidentiality obligations under
this Agreement, as if the recipient were a party to this Agreement.


10.4     Exceptions


The
Clause 10.1 shall not apply to:


		(1)	The
                                         Confidential Information which is already in the public domain or comes into the public
                                         domain otherwise than by a breach of any obligation of confidentiality; or which



		(2)	Disclosures
                                         by either party in accordance with the requirements of any applicable law, regulation,
                                         any regulatory department or any applicable rules of any stock exchange, but such disclosure
                                         is limited to the scope of such regulations or requirements and is feasible under the
                                         circumstances, other parties should be given the opportunity to review the contents of
                                         the disclosure and provide comments on the disclosure before disclosure;



		(3)	Disclosures
                                         by any party pursuant to any governmental regulation or judicial or regulatory process
                                         or in any judicial, regulatory or arbitral proceedings in any legal proceedings, proceedings
                                         or proceedings arising out of or in connection with this Agreement, but relevant disclosures
                                         are limited to the scope of these requirements or procedural requirements, and where
                                         feasible, other parties are given the opportunity to review the disclosure and provide
                                         comments on the disclosure before disclosure.



Article
11Term and Termination


11.1     Term


The
agreement comes into forces upon execution by authorized representative on the date first above written. The agreement shall be
terminated upon the date of expiration of the pledge unless it is terminated prior to its expiration date by the Pledgee according
to clause 11.2 or it is terminated with prior written agreement by the parties.


11.2     Termination


The
Target Company and the pledgor shall not terminate this Agreement in any circumstance for any reason. The Pledgee may at its own
discretion terminate the agreement upon a 1-month prior written notice.


11.3     Actions
after Termination


The
other parties are not entitled to claim any right to the Pledgee for any loss (including loss of business or profits) suffered
by the termination of this Agreement for any reason. Termination of this Agreement does not infringe any rights or remedies of
any party prior




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to
termination and does not affect the performance by any party of any of its obligations prior to the termination of this Agreement.


11.4     Continue
to be Effective


The
Article 6, 9, 10 Clause 11.3-11.4, Article 12, Clause 13.1-13.3 and Clause 13.8-13.10 shall remain valid after the termination
of this Agreement.


Article
12Notice


		12.1	Unless
                                         there is a written notice to change the address specified in the preamble of this Agreement,
                                         any notices by the Parties hereunder shall be sent by hand delivery, facsimile, registered
                                         mail to the addresses. If the notice is sent by registered mail, the receipt date recorded
                                         on the mail receipt shall be deemed as the service date. If it is delivered by hand or
                                         by fax, the date of delivery shall be deemed as the service day. If it is delivered by
                                         fax, the original should be sent to the above address by registered mail or delivered
                                         by hand immediately after the facsimile notice is served.



Article
13Miscellaneous Provisions


13.1     Governing
Law


The
signing, interpretation, performance and termination of this Agreement, shall be governed by and interpreted in accordance with
the laws of the People's Republic of China.


13.2     Settlement
of Disputes


Any
dispute arising out of the interpretation and performance of any terms of this Agreement shall be settled by the parties through
bona fide negotiation. Should the parties cannot reach an agreement to resolve the dispute with 30 days after a party submits
the request of dispute negotiation, either party has the right to submit the dispute to Xiamen Arbitration Committee, where 3
arbitrators will settle the dispute according the arbitration rules of the Committee that are in force at that time. The arbitration
language is Chinese. The award shall be final and binding on all parties. The arbitration fees shall be borne by the losing party
unless otherwise specified by the arbitration tribunal.


13.3     Severability


If
one or multiple provisions of this Agreement are determined to be invalid, illegal or unenforceable in any way according to any
laws and regulations, the relevant provisions shall be deemed severable from this Agreement, and the effectiveness, legality and
enforceability of the remaining provisions of this Agreement shall not be affected or impaired in any way. Both parties shall
endeavor to negotiate in the principle of good faith to replace the invalid, illegal or unenforceable provisions with valid regulations
and their economic effects shall be as close as possible to the original economic effect of the invalid, illegal or unenforceable
provisions.




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13.4     Waiver


Any
failure of any party to exercise or timely exercise any right, power or remedy under this Agreement shall not be deemed as a waiver,
and any exercise of the relevant rights, power or remedy at any one time will not prevent the further exercise of such rights,
power or remedy or exercise any other right, power or remedy. Without limiting the foregoing, any party waving any other party's
violation of any provisions of this Agreement shall not be deemed to have waived any later violation of this provision or any
other provision of this Agreement.


13.5     Transfer
Restriction


This
Agreement is binding on all parties and their successors and approved transferees. After informing other parties in advance, the
Pledgee may transfer its rights and obligations under this Agreement to any person it designates. Also, the Pledgee may at any
time transfer all or any of its rights and obligations under the Cooperation Agreement and the Option Agreement to its designated
person (the "Assignee"), in which case the Pledgee may assign the rights and obligations that the Pledgee enjoys and
assumes under this Agreement shall be enjoyed and assumed as if it were a party to this Agreement. After the above transfer results
in the change of the Pledgee, the parties shall update the relevant records and registrations under Article 3 of this Agreement.
Without the prior written consent of the Pledgee, other parties may not transfer any of their rights and obligations under this
Agreement.


13.6     Integrity
of this Agreement


The
agreement constitutes the full and entire understanding and agreement between the parties with respect to the subject matter hereof
and replaces all oral and/or written agreement, understanding and arrangements of the parties prior to the conclusion of this
Agreement.


13.7     Amendment


Any
amendments and supplement to this Agreement shall be made in writing by the parties. Any modification or supplement to this Agreement
duly executed by the parties constitutes an integral part of this Agreement and shall have the same legal validity as this Agreement.


13.8     Titles


The
titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


13
9    Appendix


The
appendix of the agreement is the integral part of this Agreement and shall have the same legal validity as this Agreement.




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13.10   Copies


This
Agreement may be executed in one or more counterparts and all of which together shall constitute the same one instrument with
equal legal validity.


(The
following is signature page without content of agreement)


 




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In
witness whereof, both parties have caused this Agreement to be executed by their respective authorized representatives on the
date first above written.


Pledgee:


(Common
Seal)


Authorized
Representative (Signature): /s/ Xiamen Duwei Consulting Management Co., Ltd.


 


Pledgor
A:


(Signature):
/s/ Xiaodong Chen


 


Pledgor
B:


(Signature):
/s/ Shaohong Chen


 


Pledgor
C:


(Signature):
/s/ Juanjuan Cai


 


Pledgor
D:


(Signature):
/s/ Weiling Zhang


 


Target
Company:


(Common
Seal)


Authorized
Representative (Signature): /s/ Fujian Blue Hat Interactive Entertainment Technology Ltd.


 




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APPENDIX
I


1.       Exclusive
Business Cooperation Agreement (signed on November 13, 2018)


2.       Call
Option Agreement (signed on November 13, 2018)