Exhibit
10.6 


 


Equity
Pledge Agreement


 


Among


 


Shanghai
Jiamu Investment Management Co., Ltd,


 


Wangfeng
Yan


 


And


 


Hangzhou
Wangbo Investment Management


Co.,
Ltd.


 


Effective
Date : December 10, 2019


 






     


     


    

 


Equity
Pledge Agreement


 


This
Equity Pledge Agreement (“This Agreement”) is made and entered into this on May 15, 2020 in Hangzhou, People’s
Republic of China (“PRC”).


 


BETWEEN:



 


Party
A: Shanghai Jiamu Investment Management Co., Ltd, (the “Pledgee”), a foreign-owned enterprise that is established
and exists under the law of PRC, located in Shanghai City.


 


Party
B: Wangfeng Yan (the “Pledgor”), citizen of People’s Republic of China, shareholders of Party C holding
5% shares, and;


 


Party
C: Hangzhou Wangbo Investment Management Co., Ltd., an LLC that is established and exists under the law of PRC, located in
Hangzhou City.


 


In
this Agreement, Pledgee, Pledgor and Party C is one party each, collectively “all parties”.


 


WHEREAS,


 


		1.	Pledgor
                                         is citizen of People’s Republic of China, holding 5% shares of Party C at the time
                                         of signing this Agreement.



 


		2.	Party
                                         C is a LLC established and registered in Hangzhou, China. Party C desires to confirm
                                         rights and obligations of Pledgor and Pledgee under this Agreement and agrees to provide
                                         necessary assistance to complete pledge registration procedure.



 


		3.	Pledgee
                                         is a foreign-invested enterprise registered under law of PRC.



 


		4.	Pledgor,
                                         Pledgee and/or Party C have entered into several cooperation agreements, in order
                                         to ensure that Pledgor can fulfill its obligations under this Agreement in time, the
                                         Pledgor agrees to provide pledge guarantee with all the shares of Party C Pledgor holds.



 


NOW
THEREFORE, towards decision-making by consensus, all parties agree as follows:


 


		1.	Definitions
                                         



 


In
this Agreement, except for otherwise stated specified, the following defined terms shall have the following meaning:


 


		1.1.	“Pledge”
                                         means collateral rights granted to Pledgee in accordance with Section 2 by Pledgor, i.e.
                                         Pledgee’s prior rights of compensation when the pledged shares are auctioned or
                                         sold.



 






     


     


    

 


		1.2.	“Stock
                                         Equity” means all current and future shares of Party C held by Pledgor .



 


		1.3.	“Pledge
                                         Period” means the period starts from the effective date of this Agreement and ends
                                         in the termination date of all cooperation documents.



 


		1.4.	“Event
                                         of Default” has the meaning set out in Section 7.



 


		1.5.	“Default
                                         Notification” means a notification declaring event of default under this agreement
                                         sent by pledgor.



 


		2.	Pledge
                                         



 


Pledgor
hereby agrees to pledge all current and future shares of Party C held by Pledgor to Pledgee, in order to guarantee that Pledgor
and/or Party C will fulfill responsibilities and obligations, and will let Pledgee obtain all rights and interests under the following
Agreements:


 


		a.	Exclusive
                                         Management Consulting and Technology Agreement dated as of December 10, 2019 and
                                         its supplemental agreements (if available) between Pledgee and Party C.



 


		b.	Exclusive
                                         Call Option Agreement dated as of May
                                         15, 2020 and its supplemental agreements (if available) among Pledgee, Pledgor and Party
                                         C ( Effective as of December 10,2019).



 


		c.	Proxy
                                         Agreement dated
                                         as of May 15, 2020 and its supplemental agreements (if available) between Pledgee and
                                         Pledgor ( Effective as of December 10,2019).



 


Collectively,
the “cooperation agreements”.


 


		3.	Pledge
                                         Registration 



 


Pledgor
and Party C should register the pledged securities in Party C’s shareholder list within three (3) Business Days after signing
this Agreement, and submit application for pledge registration to relevant government departments within ten (10) Business Day
after signing this Agreement.


 


All
parties hereby acknowledges and agrees that all parties, together with other shareholders of Party C should provide this Agreement
or an equity pledge agreement (the “Administrative Pledge Agreement”) faithfully reflecting pledge information under
this Agreement to industrial and commercial administrative department as requested by local administrative departments, in order
to complete administrative registration procedure. For items not stated in the Administrative Pledge Agreement, this Agreement
shall prevail. Pledgor and Party C should submit all necessary documents and complete all necessary procedures as requested by
industrial and commercial administrative department under laws and regulations of China, in order to obtain registration as soon
as possible after submitting application.


 


In
the event of failure to complete equity pledge registration because of administrative departments, Pledgor and Party C hereby
promise: once the administrative departments agrees to issue pledge registration, Pledgor and Party C shall make best efforts
to apply for pledge registration in time.


 






     


     


    

 


		4.	Custody
                                         



 


Pledgor
should deliver the investment certificate issued by Party C to Pledgee for custody within three (3) Business Days after signing
this Agreement, Party C should also deliver the shareholder list with pledge information to Pledgee for custody. Pledgee will
keep these materials in the period of pledge under this Agreement.


 


		5.	Pledgor
                                         Statements and Guarantee



 


		5.1.	Pledgor
                                         is the sole legal owner of the pledged shares.



 


		5.2.	Pledgee
                                         has the right to dispose or transfer the pledged shares in accordance with this Agreement.



 


		5.3.	There
                                         are no liens, mortgages, encumbrance or the like, against the pledged shares, except
                                         for the pledge stated herein.



 


		6.	Pledgor’s
                                         Commitment and Confirmation



 


		6.1.	In
                                         the effective period of this Agreement, Pledgor promises to Pledgee that Pledgor will:



 


		6.1.1.	Not
                                         transfer pledged shares or add any collateral or other liabilities against the pledged
                                         shares without written consent of Pledgee except for conducting Exclusive Call Opinion
                                         Agreement signed among Pledgor, Pledgee and Party C.



 


		6.1.2.	Comply
                                         with and execute any laws and regulations about pledge rights. After receiving notification
                                         on pledge rights issued by relevant administrative departments, Pledgor shall present
                                         the said notification , guidance or suggestion to Pledgee within three (3) Business Days,
                                         follow the said notification, guidance, or suggestion, or put forward objections and
                                         statements in accordance with reasonable requirements of Pledgee or with Pledgee’s
                                         consent.



 


		6.1.3.	If
                                         Pledgor receives any events or notifications that will impact any equity or any partial
                                         rights, or will impact Pledgor’s commitments, obligations or execution of its obligations,
                                         Pledgor shall notify Pledgee in no time.



 


		6.2.	Pledgor
                                         agrees that the collateral rights obtained by Pledgee in accordance with this Agreement
                                         should not be interrupted or jeopardized by Pledgor or other persons through legal procedures.
                                         Pledgor guarantees to have made any proper arrangements and signed any necessary to ensure
                                         execution of this Agreement will not be adversely affected or hindered by Pledgor’
                                         s successor, guardian, creditor, spouse or other third parties for Pledgor’ s death,
                                         loss of legal capacity, bankruptcy, divorce, or any other situations.



 






     


     


    

 


		6.3.	Pledgor
                                         guarantees to Pledgee that Pledgor will sign honestly and promote other relevant parties
                                         to sign all right certificates , covenant as requested by Pledgee and/or take actions
                                         and promote other relevant parties to take actions as requested by Pledgee, and to facilitate
                                         the execution of rights and authorizations granted to Pledgee, sign all documents about
                                         shares ownership with Pledgee or its designee, and provide Pledgee with all notifications,
                                         orders and decisions about collateral rights.



 


		6.4.	Pledgor
                                         guarantees to Pledgee that Pledgor will not take any dividends as of the pledged shares,
                                         such dividends should be deposited in designated bank account of Pledgor and will be
                                         used to pay off or charge against guaranteed liabilities in priority.



 


		6.5.	In
                                         the effective period of this Equity Pledge Agreement, if Party C is liquidated or stops
                                         operation for any reason and allocated any properties or assets to Pledgor, such properties
                                         or assets should be delivered to Pledgee and used to pay off or charge against guaranteed
                                         liabilities in priority.



 


		6.6.	Pledgor
                                         guarantees to comply with and conduct any guarantees, commitments, agreements, statements
                                         and conditions under this Agreement. If Pledgor does not conduct all or part of its guarantees,
                                         commitments, agreements, statements and conditions, Pledgor shall compensate Pledgee
                                         any loss thus caused.



 


		7.	Event
                                         of Default



 


		7.1.	The
                                         following events shall be deemed as event of default:



 


		7.1.1.	Pledgor
                                         or Party C failed to fulfill responsibilities under any of the cooperation agreements
                                         timely and completely.



 


		7.1.2.	Pledgor
                                         or Party C materially breached any terms or conditions of this Agreement.



 


		7.1.3.	Pledgor
                                         transfer or intents to transfer the pledged shares without written consent of Pledgee.



 


		7.2.	If
                                         Pledgor knows or finds any event described in Subsection 7.1 or any event possibly lead
                                         to occurrence of any event described in Subsection 7.1, Pledgor should notify Pledgee
                                         in written format immediately.



 


		7.3.	Unless
                                         the event of default has been remedied as requested by Pledgee within twenty (20) days
                                         after receiving notification from Pledgor, Pledgee has the right to execute collateral
                                         rights in accordance with Section 8 of this Agreement or under appropriate law.



 






     


     


    

 


		8.	Execution
                                         of Collateral Rights 



 


		8.1.	In
                                         the event of default as stated in Subsection 7.1 of this Agreement or other events defined
                                         as event of default by law, Pledgee has the right to auction, sell or dispose the pledged
                                         shares in other ways under proper law of People’s Republic of China.



 


		8.2.	If
                                         Pledgee disposes pledged shares under this Agreement, Pledgor and Party should provide
                                         necessary assistance.



 


		9.	Transfer
                                         



 


		9.1.	Pledgor
                                         has no rights to transfer rights and obligations under this Agreement without prior consent
                                         from Pledgee.



 


		9.2.	This
                                         Agreement shall have binding force on Pledgor and its successor and authorized assignee,
                                         and is effective on and its successors and assignees.



 


		9.3.	Pledgee
                                         shall transfer its rights and obligations under the cooperation agreements to its assignee
                                         from time to time. In that case, the assignee have the same rights and obligations under
                                         this Agreement as the original Pledgee should have. If Pledgee transfers its rights and
                                         obligations under this Agreement, Pledgor should sign agreements and/or documents about
                                         transfer as requested by Pledgee.



 


		9.4.	As
                                         Pledgee changes because of transfer, Pledgor should sign a new Equity Pledge Agreement
                                         with the new Pledgee as requested by Pledgee and register at relevant administrative
                                         departments. The content of the new Equity Pledge Agreement should be the same as content
                                         in this Agreement.



 


		9.5.	Pledgor
                                         should strictly comply with terms under this Agreement and other cooperation agreements,
                                         fulfill obligation under all agreements. Pledgor will not actively or negatively take
                                         any action which could impact the effectiveness and coerciveness of this Agreement. Pledgor
                                         should not keep any rights of the pledged shares unless with Pledgee’s written
                                         instruction.



 


		10.	Termination
                                         



 


This
Agreement will terminate at the date when cooperation agreements terminate. All parties should make proper arrangements in advance
to assist Pledgee with pledge removal procedure.


 


		11.	Fees
                                         



 


Any
fees and actual expenditures related to this Agreement, including without limitation, legal fees, cost of production, stamp duty
and other taxes, expenses will be borne on Party C.


 






     


     


    

 


		12.	Confidentiality



 


All
parties agree and acknowledge that content in this Agreement, and any oral or written materials exchanged among all parties in
preparation of this Agreement shall be deemed as confidential information. All confidential information thereof will be maintained
confidential and will not be disclosed or reproduced in any manner whatsoever to any third parties without written consent of
the other party, except: (a) any information disclosed or will be disclosed to the public (information not disclosed to the public
by one part without authorization only); (b) any information should be disclosed in accordance with applicable laws and regulations,
stock exchange rules, or order by government or court; or (c) any information that needed to be disclosed to shareholders, investors,
legal or financial consultant regarding transaction in this Agreement, while shareholders, investors, legal or financial consultant
should comply with confidentiality clauses as well. Each side should be liable for breaching the contract if staff of or agencies
hired by this side breached the confidentiality clauses. This section will survive termination of this Agreement.


 


		13.	Governing
                                         Law and Dispute Resolving



 


		13.1.	This
                                         Agreement shall be concluded, executed, interpreted, construed, conducted, amended, terminated
                                         according to the laws of People’s Republic of China. Disputes shall be resolved
                                         according to the laws of PRC.



 


		13.2.	If
                                         any disputes caused by interpreting and conducting this Agreement arises, all parties
                                         of this Agreement shall settle the disputes through friendly negotiation in the first
                                         place. If the disputes remain unresolved 30 days after one party send written request
                                         to resolve the disputes to the other party, any party shall submit relevant disputes
                                         to China International Economic and Trade Arbitration Commission (the “Commission”
                                         or “CIETAC”). The disputes shall be resolved solely and exclusively by means
                                         of arbitration to be conducted in Hangzhou, in Chinese language. The decision of arbitration
                                         is final and has binding force on all parties.



 


		13.3.	To
                                         the extent permitted by law, all parties agree and authorize that the said arbitration
                                         agency has the right to make adjudication to take shares or assets of Party C as compensation,
                                         to issue injunction(if needed for business operation or mandatory assets transfer), or
                                         to make adjudication to liquidate Party C.



 


		13.4.	To
                                         the extent permitted by law, while the arbitration court is being built or in proper
                                         conditions, all parties agree and authorize that jurisdiction court has the right to
                                         enact provisional measures to support arbitration process.



 


		13.5.	While
                                         any dispute caused by interpreting and conducting this Agreement is in process of arbitration,
                                         all parties of this Agreement shall continue to execute other rights and fulfill other
                                         obligations under this Agreement other than the issue in dispute.



 


		14.	Notification
                                         



 


		14.1.	Any
                                         notice or correspondence under this Agreement shall be deemed served upon delivery by
                                         personal delivery, registered mail, pre-paid postage or business express or fax to the address
hereunder. Each notice should be sent by email as well. The effective delivery date is defined as follows:






 






     


     


    

 


		14.2.	If
                                         the notice is sent though personal delivery, express service or registered mail, pre-paid
                                         postage, the date of reception or rejection at the notice address will be deemed as Delivery
                                         Date.



 


		14.3.	If
                                         the notice is sent by fax, the date of success delivery will be deemed as effective Delivery
                                         Date (proved by sending information automatically generated).



 


		14.4.	Notice
                                         addresses of both parties are as follows:



 


Party
A : Shanghai Jiamu Investment Management Co., Ltd, 


Address:
9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang Province.


Consignee:
Yan Sun


Telephone:
+86-0571-87555830


Fax:
+86-0571-87555826


 


Party
B: Wangfeng Yan


Address:
9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang.


Telephone:


Fax:


 


Party
C: Hangzhou Wangbo Investment Management Co., Ltd.


Address:
9th floor Building A, 459 Qianmo Rd, Binjiang District, Hangzhou City, Zhejiang.


Consignee:
Yiyue Ye


Telephone:+86-0571-87555801


Fax:
+86-0571-87555826


 


		14.5.	Any
                                         party can send notice to the other parties to change the notice address according to
                                         this section.



 


		15.	Severability
                                         



 


If
one or more provisions of this Agreement is adjudicated invalid, illegal or unenforceable by any law or regulation, the validity,
legality and enforcement of other provisions of this Agreement will not be affected or damaged. All parties should negotiate friendly
to substitute legal and valid provisions to the maximum expectation of both sides for invalid, illegal or unenforceable provisions.
Economic effects produced by such valid provisions should be similar with that produced by those invalid, illegal or unenforceable
provisions as much as possible.


 






     


     


    

 


		16.	Attachments



 


Any
attachments listed in this Agreement shall be an integral part of this Agreement.


 


		17.	Effectiveness



 


		17.1.	Any
                                         amendments, supplements or change to this Agreement shall be effective with written documents
                                         signed or stamped by all parties.



 


		17.2.	This
                                         Agreement is made in quadruplicate with all parties herein holding one copy each. All
                                         copies have the same legal effect.



  


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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respected Officers, thereunto duly authorized
as of the date first above written, and it takes effect on December 10, 2019.


 


PARTY
A: Shanghai Jiamu Investment Management Co., Ltd, 


	 	/s/ Corporate Chop	 




 


Signature:


 


	By:	/s/ Zhengyu Wang	 
	Name: Zhengyu Wang
	Designation: Executive Officer & General Manager




 


Party
B: Wangfeng Yan


 


	Signature:  	/s/ Wangfeng Yan	 




 


PARTY
C: Hangzhou Wangbo Investment Management Co., Ltd.


 


	 	/s/ Corporate Chop	 




 


Signature:


 


	By:	/s/ Wangfeng Yan	 
	Name: Wangfeng Yan
	Designation: Executive Officer & General Manager