Exhibit 10.10


 


Share
Pledge Agreement


 


This
Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on January 29, 2020
in Beijing, the People’s Republic of China (“China” or the “PRC”)


 


Party
A: Sixiang Wuxian (Beijing) Technology Co., Ltd. (hereinafter “Pledgee”)


Address:
Room 715, the 7th floor, Fangxing Mansion, Haidian District, Beijing


 


Party
B: hereinafter the “Pledgor”


Party
B-1: Xiaoke Yin (印小可)


ID
No.: [NUMBER]


 


Party
B-2: Beijing Junwei Technology Co., Ltd.


Address:
1003-06, 10th Floor, No.6, Zhongguancun South Street, Haidian District, Beijing


 


(Party
B-1 and Party B-2 shall be hereinafter referred to as “Party B” collectively)


 


Party
C: Zhihui Qiyuan (Beijing) Technology Co., Ltd.


 


Address:
Room 1002-05, the 10th Floor,  No. 6 Zhongguancunnan Road., Haidian District., Beijing, China


 


In
this Agreement, each of Pledgee, Pledgor and Party C shall be referred to as a “Party” respectively, and they shall
be collectively referred to as the “Parties”.


 


WHEREAS:


 


		1.	Pledgor
                                         holds 100%of the equity interest in Party C, representing the registered capital of Party
                                         C of RMB 1,000,000. Party C is a limited liability company registered in Beijing, China.
                                         Party C acknowledges the respective rights and obligations of Pledgor and Pledgee under
                                         this Agreement, and intends to provide any necessary assistance in registering the Pledge;



 


		2.	。Pledgee
                                         is a wholly foreign-owned enterprise registered in China. Pledgee and Party C have executed
                                         an Exclusive Business Cooperation Agreement, Pledgor has executed an Power of Attorney
                                         Agreement, Parties have executed an Exclusive Option Agreement.



 


		3.	To
                                         ensure that Party C and the Pledgor fully perform its obligations under the Exclusive
                                         Business Cooperation Agreement, Exclusive Option Agreement, Power of Attorney Agreement
                                         , Pledgor hereby pledges to the Pledgee all of the equity interest he holds in Party
                                         C as security for performance of the obligations by Party C and the Pledgor under the
                                         Business Cooperation Agreement



 






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To
perform the Exclusive Business Cooperation Agreement, the Parties mutually agree to execute this Agreement upon the following
terms:


 


		1.	Definition



 


Unless
otherwise provided herein, the terms below shall have the following meanings:


 


		1.1	Pledge:
                                         shall refer to the security interest granted by Pledgor to Pledgee pursuant to Article
                                         2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis
                                         with the conversion, auction or sales price of the Equity Interest.



 


	1.2	Pledged
                                         Equity: should refer to all of the equity interest lawfully now held and hereafter acquired
                                         by Pledgor in Party C , that is, Party B-1 holds 20% of the equity in Party C, and Party
                                         B-2 holds 80% of the equity in Party C
	 	 



		1.3	Term
                                         of Pledge: shall refer to the term set forth in Section 3.2 of this Agreement.



 


		1.4	Transaction
                                         Document: refers to the Exclusive Business Cooperation Agreement signed by Party C and
                                         the Pledgee on January 29, 2020 (“Exclusive Business Cooperation Agreement”);
                                         the Exclusive Option Agreement (“Exclusive Option Agreement “) signed by
                                         Pledgor, Party C and the Pledgee on January 29, 2020; the Power of Attorney Agreements
                                         signed by the Pledgee and Pledgor on on January 29, 2020 (“Power of Attorney Agreement”),
                                         As well as any modifications, revisions and / or restatements of the aforementioned documents.



 


		1.5	Contract
                                         Obligations: shall refers to all obligations of the Pledgee and the Party C under the
                                         Transaction Documents and this Agreement.



 


		1.6	Guaranteed
                                         Debt: shall refers to all direct, indirect, derivative losses and loss of predictable
                                         benefits suffered by the Pledgee due to any breach of contract by the Pledgor and / or
                                         Party C under the transaction documents. The basis for the amount of these losses includes
                                         but is not limited to the Pledgee ’s reasonable business plan and profit forecast,
                                         the service fees payable by Party C under the Exclusive Business Cooperation Agreement,
                                         the breach of compensation and related fees under the Transaction Documents.



 


		1.7	Event
                                         of Default: shall refer to any of the circumstances set forth in Article 7 of this Agreement



 


		1.8	Notice
                                         of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement
                                         declaring an Event of Default.



 






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		2.	The
                                         Pledge



 


		2.1	The
                                         pledger hereby agrees to pledge the Pledged Equity to the pledgee in accordance with
                                         this Agreement as a guarantee for the performance of contractual obligations and the
                                         repayment of secured debts. Party C hereby agrees that the Pledgor shall pledge the Pledged
                                         Equity to the pledgee in accordance with the provisions of this Agreement



 


		2.2	During
                                         the term of pledge, unless prohibited by applicable laws and regulations, the Pledgee
                                         has the right to receive dividends or dividends from the Pledged Equity. Without the
                                         prior written consent of the Pledgee, the Pledger shall not receive dividends or dividends
                                         on the pledged shares. Dividends or dividends received by the Pledgor due to the Pledged
                                         Equity shall be deposited in the pledgee ’s designated account according to the
                                         pledgee ’s requirements after deducting the personal income tax paid by the pledgee
                                         (1) due to the obligation of the guarantee contract and the first payment of the Guaranteed
                                         debt; or (2) within the scope not prohibited by PRC law, such dividends and dividends
                                         are unconditionally presented to the Pledgee or the person designated by the Pledgee
                                         in a manner permitted by PRC law



 


		2.3	With
                                         the prior written consent of the Pledgee, the Pledgor may increase capital to Party C.
                                         The Pledgee’s increased capital in the company, and the increased capital contribution
                                         in the company’s registered capital also belongs to the Pledged Equity, the Parties should
                                         sign a further pledge agreement for this, and pledge registration for the increased investment.



 


		2.4	If
                                         Party C is disbanded or liquidated in accordance with the mandatory provisions of PRC
                                         law, and after Party C completes the dissolution or liquidation procedures according
                                         to law, any benefits allocated by the Pledgor from Party C according to law shall be
                                         deposited in accordance with the pledgee ’s requirements (1) supervised by the
                                         Pledgee, and used to guarantee Contract Obligations and first pay off the secured debt;
                                         (2) to the extent not prohibited by PRC law, unconditionally gifted to the Pledgee or
                                         person designated by the Pledgee in a manner permitted by PRC law.



 


		3.	Term
                                         of Pledge



 


		3.1	The
                                         Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
                                         herein has been registered’ with relevant administration for industry and commerce
                                         (the “AIC”). The Pledge shall be continuously valid until all payments due
                                         under the Business Cooperation Agreement have been fulfilled by Party C. Pledgor and
                                         Party C shall (1) register the Pledge in the shareholders’ register of Party C within
                                         3 business days following the execution of this Agreement, and (2) submit an application
                                         to the AIC for the registration of the Pledge of the Equity Interest contemplated herein
                                         within 30 business days following the execution of this Agreement. The parties covenant
                                         that for the purpose of registration of the Pledge, the parties hereto and all other
                                         shareholders of Party C shall submit to the AIC this Agreement or an equity interest
                                         pledge contract in the form required by the AIC at the location of Party C which shall
                                         truly reflect the information of the Pledge hereunder (the “AIC Pledge Contract”). 
                                         For matters not specified in the AIC Pledge Contract, the parties shall be bound by the
                                         provisions of this Agreement. Pledgor and Party C shall submit all necessary documents
                                         and complete all necessary procedures, as required by the PRC laws and regulations and
                                         the relevant AIC, to ensure that the Pledge of the Equity Interest shall be registered
                                         with the AIC as soon as possible after filing



 






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		3.2	During
                                         the Term of Pledge, in the event Pledgor and / or Party C fails to pay the exclusive
                                         consulting or service fees in accordance with the Business Cooperation Agreement, Pledgee
                                         shall have the right, but not the obligation, to dispose of the Pledge in accordance
                                         with the provisions of this Agreement



 


		4.	Custody
                                         of Records for Equity Interest subject to Pledge



 


During
the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate
for the Equity Interest and the shareholders’ register containing the Pledge within three(3) days from the execution of this Agreement.
Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.


 


		5.	Representations
                                         and Warranties of Pledgor and Party C



 


The
Pledgor and Party C hereby jointly and separately state and guarantee the following to Party A on the date of signing of this
Agreement as follows


 


		5.1	Pledgor
                                         is the sole legal and beneficial owner of the Equity Interest. Pledgee shall have the
                                         right to dispose of and transfer the Equity Interest in accordance with the provisions
                                         set forth in this Agreement.



 


		5.2	Both
                                         the Pledgor and Party C shall hnve all the powers, capabilities and authorizations to
                                         sign and deliver this Agreement and perform their obligations under this Agreement. Once
                                         this Agreement is signed, it constitutes a legal, effective and binding obligation for
                                         the pledgee and party C, and can be enforced according to its terms.



 


		5.3	Except
                                         for the Pledge, Pledgor has not placed any security interest or other encumbrance on
                                         the Equity Interest.



 


		5.4	Pledgor
                                         and Party C have obtained the consent and approval of the government department and third
                                         party for the signing, delivery and performance of this Agreement (if required).



 


		5.5	The
                                         signing, delivery and performance of this Agreement shall not: (i) lead to violation
                                         of any relevant PRC laws; (ii) conflict with Party C’s articles of association or other
                                         organizational documents; (iii) cause violation of whether it is a party or binding on
                                         it Any contract or document that constitutes a force, or constitutes a breach of contract
                                         under any contract or document that is a party or binding on it; (iv) resulting in a
                                         violation of any license or approved grant to any party and / or continued validity Any
                                         conditions of; or (v) cause any license or approval issued to any party to be suspended
                                         or revoked or conditional



 






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		6.	Covenants
                                         and Further Agreements of Pledgor Party C



 


		6.1	Pledgor
                                         and Party C shall jointly and separately covenants to the Pledgee, Pledgor and Party
                                         C shall:



 


		6.1.1	not
                                         transfer the Equity Interest, place or permit the existence of any security interest
                                         or other encumbrance on the Equity Interest, without the prior written consent of Pledgee,
                                         except for the performance of the Transaction Document.



 


		6.1.2	comply
                                         with the provisions of all laws and regulations applicable to the pledge of rights, and
                                         within five(5) days of receipt of any notice, order or recommendation issued or prepared
                                         by relevant competent authorities regarding the Pledge, shall present the aforementioned
                                         notice, order or recommendation to Pledgee, and shall comply with the aforementioned
                                         notice, order or recommendation or submit objections and representations with respect
                                         to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee



 


		6.1.3	promptly
                                         notify Pledgee of any event or notice received by Pledgor or Party C that may have an
                                         impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as
                                         any event or notice received by Pledgor or Party C that may have an impact on any guarantees
                                         and other obligations of Pledgor arising out of this Agreement



 


		6.1.4	Party
                                         C shall complete the registration procedures for extending the operating period within
                                         three (3) months before the expiration of its operating period, so that the validity
                                         of this Agreement can be sustained



 


		6.2	Pledgor
                                         agrees that the rights acquired by Pledgee in accordance with this Agreement with respect
                                         to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives
                                         of Pledgor or any other persons through any legal proceedings



 


		6.3	To
                                         protect or perfect the Contract Obligations and Guaranteed Debt guarantees of this Agreement,
                                         Pledgor hereby undertakes to execute in good faith and to cause other parties who have
                                         an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants
                                         required by Pledgee. Pledgor also undertakes to perform and to cause other parties who
                                         have an interest in the Pledge to perform actions required by Pledgee, to facilitate
                                         the exercise by Pledgee of its rights and authority granted thereto by this Agreement,
                                         and to enter into all relevant documents regarding ownership of Equity Interest with
                                         Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertakes
                                         to provide Pledgee within a reasonable time with all notices, orders and decisions regarding
                                         the Pledge that are required by Pledgee.



 






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		6.4	Pledgor
                                         hereby undertakes to comply with and perform all guarantees, promises, agreements, representations
                                         and conditions under this Agreement. In the event of failure or partial performance of
                                         its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify
                                         Pledgee for all losses resulting therefrom



 


		7.	Event
                                         of Breach



 


		7.1	The
                                         following circumstances shall be deemed Event of Default:



 


		7.1.1	Pledgor
                                         has committed a material breach of any provisions of Transaction Documents and / or this
                                         Agreement;



 


		7.1.2	Party
                                         C has committed a material breach of any provisions of Transaction Documents and / or
                                         this Agreement.



 


		7.2	Upon
                                         notice or discovery of the occurrence of any circumstances or event that may lead to
                                         the aforementioned circumstances described in Section 7.1, Pledgor shall immediately
                                         notify Pledgee in writing accordingly



 


		7.3	Unless
                                         an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s
                                         satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor
                                         requesting ratification of such Event of Default, Pledgee may issue a Notice of Default
                                         to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose
                                         of the Pledge in accordance with the provisions of Article 8 of this Agreement.



 


		7.4	If
                                         Pledgor or Party C substantially violates any agreement under this Agreement, or fails
                                         to perform, incompletely performs or delays the performance of any of the obligations
                                         under this Agreement, it constitutes a breach by the Pledgor or Party C under this Agreement
                                         (as the case may be).



 


		7.5	Unless
                                         otherwise provided by law, the Pledgor or Party C shall not unilaterally terminate or
                                         terminate this Agreement under any circumstances.



 


		8.	Exercise
                                         of Pledge



 


		8.1	Pledgee
                                         may issue a Notice of Default to Pledgor when exercising the Pledge.



 


		8.2	Subject
                                         to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge
                                         at the same time or at any time after the issuance of the Notice of Default in accordance
                                         with Section 7.2.



 


		8.3	After
                                         issuing the notice of breach of contract in accordance with Article 8.1, the Pledgee
                                         shall have the right to exercise all the rights of remedy for breach of contract in accordance
                                         with PRC laws, Transaction Documents and the terms of this Agreement, including but not
                                         limited to the discounted price of the pledged equity or the price obtained by auction
                                         or sale of the Pledged Equity to receive priority Pay.



 






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		8.4	The
                                         Pledgee shall give priority to the payment of taxes and fees due to the disposal of the
                                         Pledged Equity, and perform the Contract Obligations and repay the Guaranteed Debts to
                                         the pledgee. If there is a balance after deducting the above amount, the Pledgee shall
                                         return the balance to the Pledgee or other persons who have rights to the amount according
                                         to the relevant laws or regulations, or withdraw to the notary office where the Pledgor
                                         is located, and any expenses arising therefrom should be fully borne by the Pledgor;
                                         to the extent not prohibited by PRC law, the Pledgor shall unconditionally donate the
                                         above funds to the Pledgee or the person designated by the Pledgee in a manner permitted
                                         by PRC law.



 


		8.5	The
                                         Pledgee shall have the right to exercise any relief for breach of contract simultaneously
                                         or successively. Under this Agreement, the Pledgee is not required to exercise other
                                         remedies for breach of contract before exercising the right of priority compensation
                                         from discount, auction or sale of Pledged Equity.



 


		8.6	The
                                         Pledgee shall have the right to appoint its lawyer or other agent to exercise its pledge
                                         in writing, and the Pledgor or Party C shall not raise any objection.



 


		8.7	When
                                         Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and Party C
                                         shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance
                                         with this Agreement



 


		9.	Assignment



 


		9.1	Without
                                         Pledgee’s prior written consent, Pledgor and Party C shall not have the right to assign
                                         or delegate its rights and obligations under this Agreement



 


		9.2	This
                                         Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall
                                         be valid with respect to Pledgee and each of its successors and assigns.



 


		9.3	At
                                         any time, Pledgee may assign any and all of its rights and obligations under the Transaction
                                         Document and this Agreement to its designee(s), in which case the assigns shall have
                                         the rights and obligations of Pledgee under this Transaction Document and Agreement,
                                         as if it were the original party to these Agreements.



 


		9.4	In
                                         the event of a change in Pledgee due to an assignment, Pledgor and / or Party C shall,
                                         at the request of Pledgee, execute a new pledge agreement with the new pledgee on the
                                         same terms and conditions as this Agreement, and register the same with the relevant
                                         AIC



 






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		9.5	Pledgor
                                         and / or Party C shall strictly abide by the provisions of this Agreement and other contracts
                                         jointly or separately executed by the Parties hereto or any of them, including the Transaction
                                         Document, perform the obligations hereunder and thereunder, and refrain from any action/omission
                                         that may affect the effectiveness and enforceability thereof. Any remaining rights of
                                         Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised
                                         by Pledgor except in accordance with the written instructions of Pledgee.



 


		10.	Termination



 


		10.1	Upon
                                         the Pledgor and Party C have fully and completely fulfilled all Contract Obligation and
                                         paid off all the Guaranteed Debts, the Pledgee shall, in accordance with the request
                                         of the Pledgor, release the pledge of the Pledged Equity under this Agreement as soon
                                         as reasonably practicable, and cooperates with the Pledgor to cancel the registration
                                         of the equity pledge of Party C with the AIC.



 


		10.2	The
                                         provisions of Articles 7, 12, 13 of this Agreement and this Article shall continue to
                                         be effective after the termination of this Agreement



 


		11.	Handling
                                         Fees and Other Expenses



 


All
fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp
tax and any other taxes and fees, shall be borne by Party C. If the applicable law requires the Pledgee to bear certain related
taxes and expenses, the Pledgor shall prompt Party C to fully repay the taxes and expenses paid by the pledgee.


 


		12.	Confidentiality



 


The
Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the
Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party
shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party,
it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will
be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation
to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government
authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors
regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors
shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information
by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party,
which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for
any reason


 






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		13.	Governing
                                         Law and Resolution of Disputes



 


		13.1	The
                                         execution, effectiveness, construction, performance, amendment and termination of this
                                         Agreement and the resolution of disputes hereunder shall be governed by the laws of China



 


		13.2	In
                                         the event of any dispute with respect to the construction and performance of this Agreement,
                                         the Parties shall first resolve the dispute through friendly negotiations. In the event
                                         the Parties fail to reach an agreement on the dispute within 30 days after either Party’s
                                         request to the other Parties for resolution of the dispute through negotiations, either
                                         Party may submit the relevant dispute to the China International Economic and Trade Arbitration
                                         Commission for arbitration, in accordance with its Arbitration Rules. The arbitration
                                         shall be conducted in Beijing, and the language used in arbitration shall be PRC. The
                                         arbitration award shall be final and binding on all Parties.



 


		13.3	Upon
                                         the occurrence of any disputes arising from the construction and performance of this
                                         Agreement or during the pending arbitration of any dispute, except for the matters under
                                         dispute, the Parties to this Agreement shall continue to exercise their respective rights
                                         under this Agreement and perform their respective obligations under this Agreement.



 


		14.	Notices



 


		14.1	All
                                         notices and other communications required or permitted to be given pursuant to this Agreement
                                         shall be delivered personally or sent by registered mail, postage prepaid, by a commercial
                                         courier service or by facsimile transmission to the address of such party set forth below.
                                         A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices
                                         shall be deemed to have been effectively given shall be determined as follows:



 


		14.1.1	Notices
                                         given by personal delivery, by courier service or by registered mail, postage prepaid,
                                         shall be deemed effectively given on the date of delivery or refusal at the address specified
                                         for notices.



 


		14.1.2	Notices
                                         given by facsimile transmission shall be deemed effectively given on the date of successful
                                         transmission (as evidenced by an automatically generated confirmation of transmission)



 


		14.2	Any
                                         Party may at any time change its address for notices by a notice delivered to the other
                                         Parties in accordance with the terms hereof.



 


		15.	Severability



 


In
the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect
in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract
shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or
unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions
of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those
invalid, illegal or unenforceable provisions


 


		16.	Effectiveness.



 


		16.1	This
                                         Agreement shall take effect on the date the parties sign. Any amendments, changes and
                                         supplements to this Agreement shall be in writing and shall become effective upon completion
                                         of the governmental filing procedures (if applicable) after the affixation of the signatures
                                         or seals of the Parties.



 


		16.2	This
                                         Agreement is written in Chinese in four copies. Each copy of this Agreement shall have
                                         equal validity.



 


(The
following blank is left intentionally)


 









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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as
of the date first above written.


 


Party
A: Sixiang Wuxian (Beijing) Technology Co., Ltd. (Seal)


 


	By:	 	 
	Name: 	 	 
	Title:	 	 




 



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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as
of the date first above written


 


	Party B-1:  Xiaoke Yin	 
	 	 	 
	By: 	/s/ Xiaoke Yin	 




 






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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as
of the date first above written


 


Party
B-2: Beijing Junwei Technology Co., Ltd. (Seal)


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 






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IN
WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Equity Interest Pledge Agreement as
of the date first above written


 


Party
B-2: Zhihui Qiyuan (Beijing) Technology Co., Ltd. (Seal)


 


	By:	 	 
	Name: 	 	 
	Title:	 	 


 


 


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