Exhibit
10.5


 


Equity
Pledge Agreement


 


This
equity pledge agreement (hereinafter referred to as the “Agreement”) was signed by the following parties (hereinafter referred
to as the “Parties to the Agreement”) on February 5, 2021 in Beijing, China:


 


Party
A: Beijing Fengyuan Zhihui Education Technology Co., Ltd (refer herein as “Fengyuan Zhihui”)


Address:
Room 515, 5th Floor, No. 5 Haiying Road, Fengtai District, Beijing


 


Party
B:


 


Yulong
Yi, ID No. [*]


Address:
Jizhang Village, Gaocun Town, Yiyang County,Henan Province


 


Ru
Zhang, ID No. [*]


Address:
Cuidiwan Building 25, Door 1, 1402, 15 Street,Nanchang Road,Jianxi District, Luoyang City,Henan Province


 


Shaowei
Peng, ID No. [*]


Address:
Siling Village,Lianzhuang Town,Yiyang County, Henan Province


 


Boyu
Zhu, ID No. [*]


Address:
Luyuan Building 12,#3, 602, Manda Road,Manzhouli City, Neimenggu Province


 


Junwei
Cao, ID No. [*]


Address:
Shuizhai Village 1, Shuizhai Town, Yichuan County, Henan Province


 


Zhenlei
Li, ID No. [*]


Address:
Yanligou Village 59, Gaocun Town, Yiyang County, Henan Province


 


Xiangle
Sun, ID No. [*]


Address:
Sun Village #3, Minggao Town, Yichuan County, Henan Province


 


Wanwu
Kang, ID No. [*]


Address:
Gou Village #2, Limiao Zhen, Nanzhang County, Hubei Province


 


Fengying
Yu, ID No. [*]


Address:
Tucheng Village, Liusumu Town, Liangcheng County, Wulanchabumu City, Neimenggu Province


 


Zhe
Wang, ID No. [*]


Address:
Weiyi Road #3 Yard, Building 2, 39, Jinshui District, Zhengzhou City


 


Yue
Wang, ID No. [*]


Address:
Xingfu Street 75, Chongwen District, Beijing


 






     


     


    

 


As


 


1. Party
A is a foreign-invested enterprise that is legally established and validly existing in the territory of the People’s Republic of China


 


2. Beijing
Zhuoxun Century Culture Communication Co., Ltd. (“Zhuoxun Culture”) is a limited liability company incorporated in China


 


3.
 Parties to Party B are shareholders of Zhuoxun Culture (“Pledgors”), of which Yulong
Yi holds 53% of the equity, Ru Zhang holds 11% of the equity, Shaowei Peng holds 5% of the equity, Boyu Zhu holds 5% of the equity, Junwei
Cao holds 5% of the equity, Zhenlei Li holds 5% of the equity, Xiangle Sun holds 5% of the equity, Wanwu Kang holds 4% of the equity,
Fengying Yu holds 3% of the equity, Zhe Wang holds 2.5% of the equity and Yue Wang holds 1.5% of the equity.


 


4. Party
A, Party B and Zhuoxun Culture signed an exclusive consultation and service agreement, equity disposal agreement, and business operation
agreement on February 5, 2021;


 


5. In
order to ensure that Party A normally collects the service fees under the exclusive consultation and service agreement from Zhuoxun Culture,
which is owned by Party B, as well as the performance of the equity disposal agreement and business operation agreement, the pledgors
shall separately and jointly use the entire equity of Zhuoxun Culture owned by the pledgors as the pledge guarantee of the aforementioned
agreement, and Party A is the pledgee.


 


According
to this, the parties to the agreement have reached the following agreement through friendly consultations and based on the principle
of equality and mutual benefit to comply with:


 


1.
Definition


 


Unless
otherwise specified in this agreement, the following terms shall be interpreted as defined below:


 


1.1 Pledge:
Refers to all the contents listed in Article 2 of this agreement


 


1.2 Equity:
Indicate the 100% equity in Zhuoxun Culture jointly and legally held by the pledger and all current and future rights and interests based
on such equity


 






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1.3 Agreements:
Exclusive consultation and service agreements, equity disposal agreements, and business operation agreements signed by the Party A, Zhuoxun
Culture and other related parties on February 5, 2021.


 


1.4 Event
of Default: Refers to any of the circumstances listed in Article 7 of this Agreement.


 


1.5 Notice
of breach of contract: A notice issued by the nail party in accordance with this agreement announcing an event of breach of contract


 


2.
Pledge


 


2.1 The
pledger pledged all its equity in Zhuoxun Culture to Party A as a guarantee for Party A’s rights and interests under each agreement.


 


2.2 The
scope of the guarantee for the equity pledge under this agreement is all the expenses (including legal expenses), expenses and losses
to be borne and interest that Zhuoxun Culture and/or the pledger shall pay to Party A under each agreement , liquidated damages, damages,
costs for the realization of the creditor’s rights, and the responsibilities that Zhuoxun Culture and the pledgor shall bear to
Party A when all or part of the agreements are invalidated for any reason


 


2.3 The
pledge under this agreement is the right of the nail party to enjoy the priority to be paid for the price obtained by discounting, auctioning,
and selling the equity pledged by the pledger to Party A.


 


2.4 Unless
Party A otherwise expressly agrees in writing after this agreement comes into force, this will only be done after Zhuoxun Culture and
the pledger have properly performed all their obligations and responsibilities under each agreement and approved by Party A in writing.
The pledge under the agreement can be released. If Zhuoxun Culture or the pledgor fails to fully perform all or any part of its obligations
or responsibilities under the agreement when the time limit specified in each agreement expires, Party A still enjoys the pledge rights
specified in this agreement until the above-mentioned related obligations and responsibilities have been fully fulfilled in a manner
that is reasonably satisfactory to Party A


 


3.
Effect


 


3.1 This
Equity pledge agreement shall be established as of the date when the parties sign and stamp, and shall take effect from the date when
the pledge of equity is recorded in the register of shareholders


 


3.2 During
the pledge process, if Zhuoxun Culture fails to pay the service fee in accordance with the exclusive consultation and service agreement,
or fails to perform other terms under these agreements or any terms under the business operation agreement or equity disposal agreement,
after reasonable notice, Party A has the right to exercise the right of pledge in accordance with the provisions of this agreement


 






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4.
Possession and custody of pledge certificates


 


4.1 The
pledger shall deliver its equity capital contribution certificate (original) in Zhuoxun Culture to Party A for safekeeping within ten
working days from the date of signing this agreement or an earlier time agreed by all parties, and send it to Party A. Submit the proof
that the pledge under this agreement has been properly registered on the shareholder register, go through all the approval, registration
and filing procedures required by the laws and regulations of the People’s Republic of China, and submit the equity pledge registration
documents completed in the industrial and commercial registration authority


 


4.2 If
the pledge record changes and the change record are required in accordance with the law, Party A and Party B shall make the corresponding
change record within five working days from the date of the record change, and submit the relevant change registration documents.


 


4.3 During
the equity pledge period, the pledger shall instruct Zhuoxun Culture not to distribute any dividends, bonuses, or adopt any profit distribution
plan; if the pledger shall obtain any other property except dividends, bonuses or other profit distribution plans for the pledge of equity
the pledgor shall instruct Zhuoxun Culture to remit the relevant (realized) funds directly to the bank account designated by Party A
according to Party A’s request. Without Party A’s prior written consent, the pledgor shall not use it.


 


4.4 During
the equity pledge period, if the pledger subscribes for Zhuoxun Culture’s new registered capital or transfers Zhuoxun Culture’s
equity held by other pledgers (the “new equity”), this part of the newly added equity will automatically become under this
agreement the pledger shall complete the procedures required to set up the pledge with the newly added equity within 10 working days
after obtaining the newly added equity. If the pledgor fails to complete the relevant procedures in accordance with the foregoing provisions,
Party A has the right to immediately realize the pledge rights in accordance with the provisions of Article 8 of this agreement


 






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5.
Pledgor’s declaration and guarantee


 


The
pledgor made the following statements and guarantees to Party A when signing this agreement, and confirmed that Party A relied on these
statements and guarantees to sign and perform this agreement:


 


5.1 The
pledger legally holds the equity under this agreement and has the right to provide a pledge guarantee to Party A with such equity


 


5.2 From
the date of signing of this agreement to the period when Party A enjoys the pledge in accordance with the provisions of item 2.4 of this
agreement, at any time, once Party A exercises Party A’s rights or realizes the pledge in accordance with the essential pledge
agreement, there shall be no Any other party’s legal claims or legitimate interference


 


5.3 Party
A has the right to exercise the pledge rights in the manner prescribed by laws, regulations and this agreement.


 


5.4 It
has signed this agreement and performed its obligations under this agreement, has obtained all necessary company authorizations and does
not violate any applicable laws and regulations, and the authorized representative signatory of this agreement has been legally and effectively
authorized


 


5.5 The
equity held by the pledger does not have any other rights burdens or any form of third party security rights (including but not limited
to pledges)


 


5.6 There
is no ongoing civil, administrative or criminal litigation, administrative penalty or arbitration related to equity, and there is no
civil, administrative or criminal litigation, administrative penalty or arbitration that will occur


 


5.7 There
are no due but unpaid taxes, fees or legal procedures or procedures that should be completed but not completed related to equity


 


5.8 Each
clause of this agreement is the expression of its true meaning and is legally binding.


 


6.
Pledgor’s Commitment


 


6.1 During
the duration of this agreement, the pledgor promises to Party A that the pledgor will:


 


6.1.1
Except for the transfer of equity to Party A or a person designated by Party A at the request of Party A, the equity shall not be transferred
without Party A’s prior written consent, and shall not establish or allow any other rights such as pledge that may affect Party A’s rights
and interests Burden or any form of third party security interest


 



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6.1.2
Comply with and implement all relevant applicable laws and regulations, and upon receipt of notices, instructions or suggestions issued
or formulated by relevant competent authorities regarding pledge rights, present the aforementioned notices, instructions or suggestions
to Party A within five working days, and Act in accordance with Party A’s reasonable instructions;


 


6.1.3
Any event or notice received that may affect the rights of the pledger’s equity or any part thereof, and may change any of the
pledger’s obligations in this agreement, or to the pledger’s performance of the pledge in this agreement Any event that may
have an impact on the obligation or relevant notifications received shall notify Party A in a timely manner, and act in accordance with
Party A’s reasonable instructions


 


6.2
The pledgor agrees that Party A’s exercise of Party A’s rights in accordance with the terms of this agreement shall not be
interrupted or hindered by the pledgor or the pledgor’s successor or assignee or any other person


 


6.3
The pledgor guarantees to Party A that in order to protect or improve the guarantee for the pledger and/or Zhuoxun Culture’s obligations
under this agreement, the pledgor will make all necessary changes to Zhuoxun Culture’s articles of association (such as (Applicable),
honestly sign and urge other parties interested in the pledge to sign all the rights certificates, contracts, and/or perform and urge
other interested parties to perform the actions required by Party A, And to provide convenience for Party A to exercise the pledge right,
sign all relevant equity certificate change documents with Party A or any third party designated by it, and provide Party A with all
relevant pledge documents that it considers necessary within a reasonable period.


 


6.4
The pledgor guarantees to Party A that, for the benefit of Party A, the pledgor will abide by and perform all guarantees, promises, agreements
and statements. If the pledgor fails to perform or does not fully perform its guarantees, promises, agreements and statements, the pledgor
shall compensate Party A for all losses suffered thereby.


 






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7.
Breach Matters


 


7.1
The following matters are regarded as breach of contract


 


7.1.1
Zhuoxun Culture, or its successors or assigns fail to pay any amounts due under each agreement in full and on time, or the pledger or
its successors or assigns fail to perform its business operation agreement or equity disposal Obligations of agreements, exclusive consultations
and service agreements;


 


7.1.2
Any statement, guarantee, or promise made by the pledgor in Article 5 and Article 6 of this agreement is substantially misleading or
wrong, and/or the pledger violates Article 5, Article 6 of the agreement, guarantee, or committed to;


 


7.1.3
The pledgor seriously violated any clause of this agreement;


 


7.1.4
Except as stipulated in 6.1.1 of this agreement, the pledger abandons the pledged equity or transfers the pledged equity without obtaining
the written consent of Party A


 


7.1.5
Any external borrowing, guarantee, compensation, promise or other debt repayment responsibilities of the pledgor itself are required
to be repaid or performed in advance due to breach of contract or have expired but cannot be repaid or performed as scheduled, so that
Party A has reason to believe that the pledgor has performed this agreement The ability of the obligations under the item has been affected,
and the interests of Party A are further affected;


 


7.1.6
The pledger is unable to repay general debts or other debts, and further affect the interests of Party A


 


7.1.7
The promulgation of relevant laws makes this agreement unlawful or the pledgor cannot continue to perform its obligations under this
agreement;


 


7.1.8
If this agreement can be executed or made legal or effective, any government department’s consent, permission, approval or authorization
is withdrawn, suspended, invalidated or substantially modified


 


7.1.9
Due to adverse changes in the property owned by the pledgor, Party A believes that the ability of the pledgor to perform its obligations
under this agreement has been affected


 


7.1.10
According to relevant laws and regulations, Party A cannot exercise the right of disposition pledge.


 


7.2
If it is known or discovered that any of the matters mentioned in Article 7.1 above or events that may lead to the above matters have
occurred, the pledgor shall immediately notify Party A in writing.


 


7.3
Unless the breaches listed in paragraph 7.1 of this article have been satisfactorily resolved to the satisfaction of Party A, Party A
may issue a written notice of breach to the pledgor at any time after the occurrence of the pledgor’s breach of contract. , Require
the pledgor to immediately pay the arrears and other payables under each agreement, or promptly perform the equity disposal agreement
and business operation agreement. If the pledgor or Zhuoxun Culture fails to correct its breach of contract or take necessary remedies
within ten days from the date of issuing such written notice, Party A shall have the right to exercise the right of pledge in accordance
with Article 8 of this agreement.


 






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8.
Exercise of pledge


 


8.1
Before the expenses and obligations under each agreement are fully fulfilled, the pledger shall not transfer the equity without the written
consent of Party A.


 


8.2
When Party A exercises the right of pledge, it shall issue a notice of breach of contract to the pledgor in accordance with Article 7.3
of this agreement


 


8.3
Subject to the provisions of Article 7.3, Party A may exercise the pledge right at any time after issuing a notice of breach of contract
in accordance with Article 7.3


 


8.4
Party A has the right to discount all or part of the equity under this agreement in accordance with legal procedures, or receive priority
compensation from the auction or sale of the equity, until the unpaid service fees and all other payables under each agreement are offset
Completion, and the equity disposal agreement and business operation agreement are all fulfilled


 


8.5
When Party A exercises the pledge rights in accordance with this agreement, the pledgor shall not set up obstacles, and shall provide
necessary assistance to enable Party A to realize its pledge rights.


 


9.
Transfer


 


9.1
Unless Party A expressly agrees in writing in advance, the pledgor has no right to transfer any of its rights and/or obligations under
this agreement to a third party.


 


9.2
This agreement is binding on the pledgor and its successors, and is valid for Party A and its successors or assigns.


 


9.3
Party A may at any time transfer all or any of its rights and obligations under each agreement to any third party designated by it. In
this case, the transferee shall enjoy and bear the rights and obligations of Party A under this agreement. The rights and obligations
assumed. When Party A transfers the rights and obligations under each agreement, at the request of Party A, the pledgor shall sign relevant
agreements and/or documents for the transfer


 


9.4
After the pledgee is changed due to the transfer, both parties to the new pledge shall sign a pledge agreement again and the pledger
shall be responsible for all relevant registration procedures


 






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10.
Handling fees and other fees


 


10.1
All costs and actual expenses related to this agreement, including but not limited to legal fees, cost, stamp duty, and any other taxes,
expenses, etc. shall be borne by each party


 


11. Force
Majeure


 


11.1
When the performance of this agreement is delayed or obstructed due to any “force majeure event”, the party affected by the
force majeure does not need to bear any responsibility under this agreement only for this part of the delayed or obstructed performance.
“Force majeure event” refers to any event that is beyond the reasonable control of a party and is still unavoidable under the
reasonable attention of the affected party, including but not limited to government actions, natural forces, fires, explosions, and geography.
Change, storm, flooding, earthquake, tide, lightning or war. However, insufficient credit, funds or financing shall not be regarded as
matters beyond the reasonable control of one party. A party seeking to be exempted from performance under this agreement or under any
clause of this agreement affected by the “force majeure event” shall notify the other party of the exemption of liability as
soon as possible and inform it of the steps to be taken to complete the performance.


 


11.2
The party affected by force majeure does not need to bear any responsibilities under this agreement, but only if the affected party does
its best to perform the agreement, the party seeking exemption from liability can be able to perform this responsibility The exemption
is limited to the part of the performance that is delayed or hindered. Once the reasons for such exemption of liability are corrected
or remedied, the parties agree to use their best efforts to resume performance under this agreement


 


12.
Application of law and dispute resolution


 


12.1
The signing, validity, performance and interpretation of this agreement, as well as the settlement of disputes, are governed by the laws
of the People’s Republic of China and interpreted in accordance with the laws of the People’s Republic of China


 


12.2
When the parties to this agreement have a dispute over the interpretation and performance of the terms under this agreement, the parties
shall resolve the dispute through negotiation in good faith. If the negotiation fails, either party can submit the relevant dispute to
the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules.
The place of arbitration shall be Beijing, and the language of arbitration shall be Chinese. The arbitration award shall be final and
binding on all parties


 


12.3
Except for matters in dispute between the parties, the parties shall continue to perform their respective obligations in accordance with
the provisions of this agreement in good faith.


 






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13. Notice


 


The
notices issued by the parties to this agreement to perform their rights and obligations under this agreement shall be made in writing
and sent in the form of personal delivery, registered mail, postage prepaid mail, approved courier service, or graphic fax To the party
concerned or the following address of each party


 


Party
A: Beijing Fengyuan Zhihui Education Technology Co., Ltd (refer herein as Fengyuan Zhihui)


Address:
Room 515, 5th Floor, No. 5 Haiying Road, Fengtai District, Beijing


Recipient:
Ru Zhang


 


Party
B:


 


Yulong
Yi,


Phone:
[*]


Address:
Jizhang Village, Gaocun Town, Yiyang County, Henan Province


 


Ru
Zhang,


Phone:
[*]


Address:
Cuidiwan Building 25,Door 1, 15 Street, Nanchang Road,Jianxi District, Luoyang City, Henan Province


 


Shaowei
Peng,


Phone:
[*]


Address:
Siling Village, Lianzhuang Town, Yiyang County, Henan Province


 


Boyu
Zhu,


Phone:
[*]


Address:
Huayuan Building 12,#3, Room 602, Manda Road, Manzhouli City, Neimenggu Province


 


Junwei
Cao,


Phone:
[*]


Address:
Shuizhai Village 1, Shuizhai Town, Yichuan County, Henan Province


 


Zhenlei
Li


Phone:
[*]


Address:
Yanligou Village 59,Gaocun Town, Yiyang County, Henan Province


 






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Xiangle
Sun


Phone:
[*]


Address:
Sun Village 3, Minggao Town, Yichuan County, Henan Province


 


Wanwu
Kang,


Phone:
[*]


Address:
Goucun #2, Limiao Town, Nanzhang County, Hubei Province


 


Fengying
Yu,


Phone:
[*]


Address:
Tucheng Village, Liusumu Town, Liangcheng County, Wulanchabu City, Neimenggu Province


 


Zhe
Wang


Phone:
[*]


Address:
Weiyi Road #3 Yard, Building 2, 39, Jinshui District, Zhengzhou City


 


Yue
Wang,


Phone:
[*]


Address:
Xingfu Street 75, Chongwen District, Beijing


 


14.
Attachment


 


The
attachments listed in this agreement are an integral part of this agreement.


 


15.
Waiver


 


When
Party A fails to exercise or delays the exercise of any rights, remedies, powers or privileges under this agreement, it shall not be
regarded as a waiver of such rights, remedies, powers or privileges. Or any single or partial exercise of privileges does not preclude
Party A from exercising any other rights, remedies, powers or privileges. The rights, remedies, powers and privileges stipulated in this
agreement are cumulative and do not exclude the application of any rights, remedies, powers and privileges provided by any law.


 


16.
Others


 


16.1
Any modification, supplement or change of this agreement must be in written form and become effective after being signed and sealed by
all parties


 


16.2
The parties hereby confirm that this agreement is a fair and reasonable agreement reached by the parties on the basis of equality and
mutual benefit. If any clause under this agreement is invalid or unenforceable due to inconsistency with the relevant law, the clause
shall only be invalid or unenforceable within the jurisdiction of the relevant law, and shall not affect the legal validity of other
provisions of this agreement


 


16.3
This agreement is written in Chinese, twelve originals, and each party holds one copy.


 




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Signature
Page Only


 


Party
A: Beijing Fengyuan Zhihui Education Technology Co., Ltd


 


Authorized
Representative:


 


[company’s
seal]


 


 




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Signature
Page Only


 


	Party B:	 	 
	 	 	 
	Yulong Yi	 	Ru Zhang
	 	 	 
	/s/ Yulong Yi	 	/s/ Ru Zhang
	 	 	 
	Shaowei Peng	 	Boyu Zhu
	 	 	 
	/s/ Shaowei Peng	 	/s/ Boyu Zhu
	 	 	 
	Junwei Cao	 	Zhenlei Li
	 	 	 
	/s/ Junwei Cao	 	/s/ Zhenlei Li
	 	 	 
	Xiangle Sun	 	Wanwu Kang
	 	 	 
	/s/ Xiangle Sun	 	/s/ Wanwu Kang
	 	 	 
	Fengying Yu	 	Zhe Wang
	 	 	 
	/s/ Fengying Yu	 	/s/ Zhe Wang
	 	 	 
	Yue Wang	 	 
	 	 	 
	/s/ Yue Wang	 	 


 




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Attachments:



 


		1.	Zhuoxun
Culture Shareholder’s list



 


		2.	Beijing
Zhuoxun Century Culture Communication Co., Ltd capital contribution



 


 


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