XcelMobility Inc.: Exhibit10.5 - Filed by newsfilecorp.com





Equity Pledge Agreement 

 

 

By and among 

 

Shareholders of Shenzhen Jifu Communication Technology Co.,
Ltd. 

(“Pledgor”) 

 

Shenzhen CCPower Investment Consulting Co., Ltd. 

(“Pledgee”) 

 

and 

 

Shenzhen Jifu Communication Technology Co., Ltd. 

(“Company”) 

 

 

[May 7, 2013]





	Equity Pledge
      Agreement 	Confidential 


Equity Pledge Agreement 

This Equity Pledge Agreement (hereinafter referred to as
“this Agreement”) is entered into on May 7, 2013 by and among the
following parties: 

	(1) 	
      Shareholders of Shenzhen Jifu Communication Technology
      Co., Ltd. (hereinafter called “Pledgor”), as
  follows:





	Name of the 
Shareholder 	Shareholding 
Ratio
      (%) 	Contribution 
	ID Card No. 

	Sumin Su 	55 	RMB1,650,000 	360104196204090424

	Di Wu 	45 	RMB1,350,000 	440301198703170913
  




	(2) 	
      Shenzhen CCPower Investment Consulting Co., Ltd.
      (hereinafter called “Pledgee”), a wholly foreign owned enterprise
      registered in China with its registered address at Room 705,Cyber Times
      Tower B, Tairan Road, Futian district, Shenzhen, China. It’s legal
      representative is Renyan GE; and

	(3) 	
      Shenzhen Jifu Communication Technology Co., Ltd.
      (hereinafter called the “Company”), an enterprise duly registered
      in Shenzhen, China, with its registered address at West Side, 4 Floor, 8
      Building, Maqueling Industrial Zone, Nanshan District, Shenzhen,
    China.



(Pledgor, Pledgee and the Company are collectively called the
“Parties” or “Each Party” respectively hereunder.) 

WHEREAS 

	1. 	
      The Company is a domestic company incorporated and
      validly existing under PRC Laws, and its business license No. is
      440301105334393;

	2. 	
      The Pledgor legally holds 100% of the outstanding equity
      interests (as defined below) in the Company;

	3. 	
      The Pledgee is a wholly foreign-owned enterprise
      incorporated under the PRC Laws (as defined below);

	4. 	
      Pledgor signed a loan agreement (the “Loan
      Agreement”) with Pledgee on the same date of the execution of this
      Agreement. According to the Loan Agreement, Pledgee will provide the loan
      to Pledgor, and Pledgor agrees to pledge all her Equity Interests in the
      Company as a guaranty of the performance of the obligations under the Loan
      Agreement;

	5. 	
      Pledgee signed a entrusted management agreement (the
      “Entrusted Management Service Agreement”) with the Company and
      Pledgor on the same date of the execution of this Agreement, and Pledgor
      agrees to pledge all her equity interests in



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      the Company to Pledgee as a guaranty for the performance
      of her obligations thereunder;

	6. 	
      Pledgee signed a technical service agreement (the
      “Technical Service Agreement”) with the Company and Pledgor on the
      same date of the execution of this Agreement, and Pledgor agrees to pledge
      all her Equity Interests in the Company to Pledgee as a guaranty for the
      performance of the obligations thereunder; and

	7. 	
      Pledgee signed an exclusive purchase option agreement
      (the “Exclusive Purchase Option Agreement”) with the Company and
      Pledgor on the same date of the execution of this Agreement, and the
      Parties thereto agree that Pledgor shall pledge all her Equity Interests
      in the Company to Pledgee as a guaranty of the performance of the
      obligations assumed by Pledgor and the Company
  thereunder.



NOW THEREFORE, the Parties, through friendly
negotiations, hereby enter into this Agreement with respect to the equity
pledge. 

1.        
 Definitions and Interpretation 

Unless otherwise provided in this Agreement, the following
terms shall have the following meanings: 

	1.1 	
      “Business Day” refers to any calendar day except
      Saturday, Sunday and other public holidays as permitted by PRC
  Laws;

	1.2 	
      “Equity”, “Equities” or “Equity
      Interests” refers to all of the equity interests in the Company,
      including the equity interests set forth on the table in Recital 1 on page
      1;

	1.3 	
      “Event of Default” refers to the event as defined
      in Article 8 hereunder;

	1.4 	
      “Main Agreements” refers to the Loan Agreement,
      Entrusted Management Agreement, Technical Service Agreement and Exclusive
      Purchase Option Agreement and the appendixes or amendments thereof (if
      applicable);

	1.5 	
      “Pledged Equity” refers to all the Pledgor’ Equity
      Interests in the Company as provided in Article 2.1 which will be
      pledged to Pledgee;

	1.6 	
      “PRC” refers to the People’s Republic of China,
      for the purpose of this Agreement, excluding the Hong Kong Special
      Administrative Region, Macao Special Administrative Region and Taiwan
      Province;

	1.7 	
      “PRC Laws” refers to all PRC laws, administrative
      regulations and government rules in effect; and

	1.8 	
      “Right of Pledge” refers to the right owned by the
      Pledgee to be first compensated from the money converted from or the
      proceeds from the auction or sale of the Pledged Equity by the Pledgee in
      the event Pledgor and/or the Company fail to fulfill in whole the
      obligations specified under the Main Agreements, and such right shall
      cause the Pledgee to be entitled to the dividends arising from Pledged
      Equity.




	2. 	
      Equity Pledge



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	2.1 	
      The Parties agree that Pledgor shall pledge all her
      Equities in the Company to the Pledgee as a guaranty for the performance
      of the obligations assumed by the Pledgor and/or the Company under each of
      the Main Agreements.

	2.2 	
      In case that the Pledgor increases or reduces her Equity
      Interests in the Company during the term of this Agreement, the Pledged
      Equity shall be automatically expanded or reduced to cover all of the
      Equity Interests owned by the Pledgor after the increase or reduce is
      completed.

	2.3 	
      The Pledgee shall be entitled to exercise its Right of
      Pledge pursuant to the provisions set forth in Article 7 and
      Article 8 herein. The Parties agree that, in case any act conducted
      by the Pledgor or the Company may adversely affect the Pledgee’s Right of
      Pledge, the Pledgee shall be entitled to require the Pledged Equity to be
      auctioned or sold in advance and the proceeds from such auction or sale
      shall be used to settle the debt secured by the Pledged Equity in advance.
      The Pledgor and the Company shall accept the request from Pledgee as
      provided above and shall provide all the necessary assistances to the
      Pledgee for enforcement of the above request. The Pledgor and the Company
      shall not prevent the Pledgee from exercising the above rights.

	2.4 	
      The Pledge shall become effective as of the date when the
      pledge of the Equity Interest is recorded in the shareholder register of
      the Company (including both the original and duplicate copies). The Pledge
      shall be continuously valid until all payments due and all obligations
      under the Main Agreements have been fulfilled by the Company and the
      Pledgor.




	3. 	
      Registration of Pledge

	3.1 	
      Upon the execution of this Agreement, the Pledgor shall
      cause the Company to record the Right of Pledge in the Company’s
      shareholder list and deliver such list affixed with the seal of the
      Company as well as the original of shareholder capital contribution
      certificate of the Pledgor to the Pledgee or any third party designated by
      the Pledgee for keeping. During the term of this Agreement, if there are
      any changes to the Company’s shareholder list or the registered capital
      contribution certificate which receive the prior consent from the Pledgee,
      the Pledgee shall return the shareholder list and registered capital
      contribution certificate to the Company for modification, and the Company
      shall complete the modification and deliver such modified shareholder list
      and registered capital contribution certificate to
  Pledgee.




	4. 	
      Representations and Warranties

	4.1 	
      Each Party under this Agreement represents and warrants
      to other Parties that:

		(1) 	
      it has relevant power, rights and authorizations for the
      execution of this Agreement hereof, and performance of the obligations
      hereunder;

		(2) 	
      it has obtained the written approval and authorization
      with respect to the execution and implementation of this Agreement from
      each of the relevant third parties, if any;



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	 	(3) 	
      the execution and performance of this Agreement do not
      violate or conflict with any of the terms and conditions of other
      agreements sighed between the Parties.



	4.2 	
      The Pledgor represents and warrants to the Pledgee
      that:

		(1) 	
      the Pledgor is the legal owner of the Pledged Equity, and
      have fulfilled the obligations of capital contribution in the registered
      capital of the Company;

		(2) 	
      except for the Right of Pledge as setup hereunder, the
      Pledged Equity is not subject to any pledge, guaranty or other
      encumbrances;

		(3) 	
      except for the capital increase provided in the Loan
      Agreement, the Pledgor has not and will not, increase the Company’s
      registered capital, transfer the Equity to any third party or make any
      agreements, whether oral or written, with respect to the transfer of
      Pledged Equity.

	4.3 	
      The Company agrees to be jointly liable for all
      representations and warranties made by the Pledgor
  hereunder.




	5. 	
      Obligations of Pledgor

	5.1 	
      The dividend and bonus, if any, arising from the Pledged
      Equity shall be deposited in an escrow account under the supervision by
      the Pledgee;

	5.2 	
      Apart from the encumbrance set forth hereunder and under
      the Exclusive Purchase Option Agreement, without the Pledgee’s prior
      written consent, the Pledgor shall not sell, transfer, mortgage or
      otherwise dispose of the Pledged Equity, nor shall they place or allow any
      encumbrances on such Pledged Equity;

	5.3 	
      Without Pledgee’s prior written consent, Pledgor shall
      not engage in any business or operation which is in competition with the
      Company, the Company’s owned or controlled subsidiaries and Pledgee, nor
      shall Pledgor invest in or work for any company or entity which is in
      competition with the Company, the Company’s owned or controlled
      subsidiaries, or Pledgee;

	5.4 	
      Without the Pledgee’s prior written consent, the Pledgor
      shall not supplement or amend the Articles of Association of the Company
      in any manner, nor shall they take action to increase or decrease the
      registered capital or change the shareholding structure of the Company in
      any manner;

	5.5 	
      Without Pledgee’s prior written consent, the Pledgor
      shall guarantee that they shall not approve resolutions related to the
      dissolution, liquidation and change of legal form of the Company, or its
      owned or holding subsidiaries;

	5.6 	
      The Pledgor shall guarantee that the shareholder’s
      meeting of the Company shall not approve any profit distribution proposal,
      nor request or accept such distributed dividend, without the Pledgee’s
      prior written consent; upon the Pledgee’s request, the Pledgor shall
      promptly convene the shareholder’s meeting for the purpose of allocating
      the Company’s profits, approve any profit distribution proposal approved
      in writing by the Pledgee, and accept such distributed dividend;

	5.7 	
      Upon the Pledgee’s request, the Pledgor shall provide the
      Pledgee with all the information regarding the business operation and
      financial condition of the Company;



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	5.8 	
      The Pledgor shall not incur or succeed to any debts or
      liabilities which may adversely affect her Equity Interests in the Company
      without the Pledgee’s prior written consent;

	5.9 	
      The Pledgor shall appoint, and appoint only, the
      candidates nominated by the Pledgee to the board of directors and
      supervisor office of the Company, and shall not replace such candidates
      without the Pledgee’s prior written consent;

	5.10 	
      The Pledgor shall guarantee that the shareholder’s
      meeting of the Company and the directors of the Company appointed by
      themselves will not approve any acquisition by, any consolidation with, or
      any investment in any third party, without the Pledgee’s prior written
      consent;

	5.11 	
      The Pledgor shall promptly notify the Pledgee of any
      pending or threatened lawsuit, arbitration or administrative dispute which
      involve the assets, business or incomes of the Company, and take all
      positive measures against aforesaid lawsuits, arbitrations or
      administrative dispute;

	5.12 	
      The Pledgor shall not commit any conduct that may
      adversely affect the assets, business operation, the debts and liabilities
      of the Company, without the Pledgee’s prior written consent;

	5.13 	
      To the extent permitted by the PRC laws and regulations,
      and at any time upon Pledgee’s request, the Pledgor shall promptly and
      unconditionally transfer all or part of her Equity Interests of the
      Company to Pledgee or its designated third party in accordance with the
      Exclusive Purchase Option Agreement, and waive her preemptive rights with
      respect to such transfer;

	5.14 	
      The Pledgor shall guarantee that the shareholder’s
      meeting of the Company will approve the resolution in respect of the
      Equity Transfer or Assets Transfer under the Exclusive Purchase Option
      Agreement;

	5.15 	
      The Pledgor shall make every efforts to guarantee that
      the Company performs its obligations in Article 6
  hereunder;

	5.16 	
      The Pledgor shall, to the extent permitted by applicable
      laws, cause the business term of the Company (including the circumstance
      of change of business terms) to be no shorter than that of the Pledgee,
      which is approved by the relevant authorities (including the circumstance
      of change of business terms);

	5.17 	
      The Pledgor shall strictly comply with the provisions of
      this Agreement, and effectively perform her obligations hereunder, and
      shall be prohibited from committing any conduct which may affect the
      validity or enforceability of this Agreement.




	6. 	
      Obligations of the Company

	6.1 	
      Without the Pledgee’s prior written consent, the Company
      shall not make any supplement or amendment to the Articles of Association
      or rules of the Company, the Company’s owned and controlled subsidiaries
      (the “Subsidiaries”) in any manner, nor increase or decrease the
      registered capital or change the shareholding structure of aforesaid
      entities in any manner;



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	6.2 	
      The Company shall prudently and effectively maintain its
      business operations according to good financial and business standards so
      as to maintain or increase the value of its assets;

	6.3 	
      Unless as required for its business operation or upon the
      prior written consent by Pledgee, the Company and Subsidiaries shall not
      transfer, mortgage or otherwise dispose of the lawful rights and interests
      to and in their assets or incomes, nor to encumber their assets and income
      in any way that would affect the Pledgee’s security interests;

	6.4 	
      The Company and Subsidiaries shall not incur or succeed
      to any debts or liabilities unless as required for its business operation
      or upon the prior written consent by Pledgee;

	6.5 	
      Without the Pledgee’s prior written consent, the Company
      and Subsidiaries shall not enter into any material contract (exceeding RMB
      1,000,000 in value);

	6.6 	
      Without the Pledgee’s prior written consent, the Company
      and Subsidiaries shall not provide any loans or guaranty (exceeding RMB
      1,000,000 in value) to or receive borrowings (exceeding RMB 1,000,000 in
      value) from any third party;

	6.7 	
      At the Pledgee’s request, the Company shall provide the
      Pledgee with all information regarding its and the Subsidiaries’ business
      operation and financial condition;

	6.8 	
      The Company shall purchase insurance in such amounts and
      categories as customary among the companies doing similar business and
      having similar assets;

	6.9 	
      Without the Pledgee’s prior written consent, the Company
      and Subsidiaries shall not establish new subsidiaries, acquire or
      consolidate with any third party, nor invest in any third party;

	6.10 	
      The Company shall promptly notify the Pledgee of any
      pending or threatened lawsuit, arbitration or administrative disputes
      which involve its and Subsidiaries’ assets, business or incomes, and take
      all positive measures against aforesaid lawsuits, arbitrations or
      administrative dispute;

	6.11 	
      Without the Pledgee’s prior written consent, the Company
      and Subsidiaries shall not distribute any dividends to the Pledgor in any
      manner, and at the Pledgee’s request, it shall promptly distribute all
      distributable dividends to the Pledgor;

	6.12 	
      Without the Pledgee’s prior written consent, the Company
      and Subsidiaries shall not commit any conduct that would materially affect
      its assets, business or liabilities.




	7. 	
      Exercise of Right of Pledge

	7.1 	
      The Pledgee may exercise the Right of Pledge at any time
      following the delivery of Notice of Default as provided in Article 8.2
      to the Pledgor.

	7.2 	
      The Pledgee is entitled to cash from the Pledged Equity
      or be first compensated with the money converted from or the proceeds from
      auction or sale of all or part of Pledged Equity in accordance with legal
      procedures unless the Pledgor has duly and completely performed the
      obligations under Main Agreements.

	7.3 	
      Within the term of this Agreement, if the Pledged Equity
      hereunder is subjected to any compulsory disposal taken by a court or
      other government authorities due to the Pledgor’ failing to repay the debts
or the Pledgor’s violation of PRC laws or state policies, etc., the Pledgor
shall, 



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	 	(1) 	
      notify the Pledgee in writing of such compulsory
      disposals immediately following its occurrence;

	 	(2) 	
      use all efforts (including but not limited to provide
      other security to the court or other government authorities) to dismiss
      the compulsory disposal taken by the court or other government authorities
      over the Pledged Equity.



	7.4 	
      The Pledgor shall not hinder the Pledgee from exercising
      the Right of Pledge and shall give necessary assistance so that the
      Pledgee could realize its Right of Pledge.




	8. 	
      Events of Default

	8.1 	
      The following events shall be regarded as the Events of
      Default under this Agreement:

		8.1.1 	
      Any Party breaches any of the representations or
      warranties hereunder;

		8.1.2 	
      The Pledgor and/or the Company breaches any of the
      representations or warranties under any Main Agreements;

		8.1.3 	
      The Pledgor and/or the Company fail(s) to duly and
      completely perform any obligation hereunder;

		8.1.4 	
      The Pledgor and/or the Company fail(s) to duly and
      completely perform the obligations under the Main Agreements;

		8.1.5 	
      Any other borrowing, lending, guaranty, compensation or
      other liabilities of the Pledgor with any third parties: (1) is required
      for an early repayment or performance prior to the scheduled date due to
      any breach by the Pledgor; or (2) is due but can not be repaid or
      performed by the Pledgor as scheduled, which, at the sole discretion of
      the Pledgee, has an adverse effect on the Pledgor’ ability of performing
      the obligations under this Agreement and any Main Agreements;

		8.1.6 	
      The Company fails to repay in full the debts which fall
      due;

		8.1.7 	
      The properties owned by Pledgor have significant adverse
      changes, which, at the sole discretion of Pledgee, has an adverse effect
      on Pledgor’ ability of performing the obligations under this
    Agreement.

	8.2 	
      Unless the Pledgor takes the action to Pledgee’s
      satisfaction to remedy the defaults as listed in Article 8.1
      hereof, the Pledgee may give a written notice about default
      (“Notice of Default”) to the Pledgor when such default occurs or at
      any time thereafter.



9.         
Taxes and Expenses 
The Parties shall pay, in accordance with relevant
PRC laws and regulations, their respective taxes and expenses arising from the
execution and performance of this Agreement. 

10.        Assignment 

	10.1 	
      The Pledgor shall not transfer part or all of her rights
      and obligations under this Agreement without prior written consent from
      the Pledgee.



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	10.2 	
      The Parties agree that, to the extent permitted by law,
      the Pledgee shall have the right to transfer any or all of her rights and
      obligations under this Agreement to any third party upon a five (5)–day
      written notice to the Pledgor and the Company without her approval. The
      Pledgor and the Company shall sign the relevant agreements and documents
      pursuant to the request from the Pledgee.




	11. 	
      Effectiveness, Modification and
  Cancellation

	11.1 	
      This Agreement shall be executed on the date set forth in
      the first page and shall become effective on the date of
  execution.

	11.2 	
      The modification of this Agreement shall not take effect
      unless a written agreement is duly signed by the Parties.

	11.3 	
      This Agreement shall not be terminated or canceled unless
      a written agreement is duly signed by the
Parties.




	12. 	
      Confidentiality

	12.1 	
      The negotiation, execution and articles of this Agreement
      and any information, documents, data and all other materials (herein
      “Confidential Information”) arising out of the implementation of
      this Agreement, shall be kept in strict confidence by the Parties. Without
      the written approval by the other Parties, none of the Parties shall
      disclose any Confidential Information to any third party, but the
      following shall not be considered to be “Confidential
  Information”:

		a. 	
      The materials that is known or may be known by the Public
      (not including the materials disclosed by each Party receiving the
      Confidential Information in breach of this Agreement); or

		b. 	
      The materials required to be disclosed according to the
      applicable laws or the rules or provisions of stock
  exchange.



		
      The materials may be disclosed by each Party to its legal
      or financial consultant relating to the transaction of this Agreement,
      provided that this legal or financial consultant shall comply with the
      confidentiality provisions set forth in this Section. The disclosure of
      the Confidential Information by staff or employed institution of any Party
      shall be deemed as the disclosure of such Confidential Information by such
      Party, and such Party shall bear the liabilities for breaching the
      Agreement.

	12.2 	
      This Article shall survive even if this Agreement is
      found to be invalid, amended, revoked, terminated or unable to implement
      by any reason.




	13. 	
      Force Majeure

	13.1 	
      An event of Force Majeure means an event that could not
      be foreseen, and could not be avoided and overcome, which includes among
      other things, but without limitation, acts of nature (such as earthquake,
      flood or fire), government acts, strikes or riots.

	13.2 	
      If an event of Force Majeure occurs, any of the Parties
      that is prevented from performing its obligations under this Agreement by
      an event of Force Majeure shall notify the other Parties without delay and
      within fifteen (15) days of the event provide detailed information about
      and notarized documents evidencing the event and take all reasonable means
      to minimize or remove the negative effects of Force Majeure on the other Parties, and
shall not assume the liabilities for breaching this Agreement. While the Force
Majeure is continuing, the Party alleging breach may suspend its performance.
The Parties shall keep on performing this Agreement after the event of Force
Majeure disappears. 



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	14. 	
      Applicable Law and Dispute Resolution

	14.1 	
      The execution, validity, construing and performance of
      this Agreement and the disputes resolution under this Agreement shall be
      governed by the laws and regulations of the PRC.

	14.2 	
      The Parties shall strive to settle any dispute arising
      from or in connection with this Agreement through friendly consultation.
      In case no settlement can be reached through consultation within thirty
      (30) days after such dispute is raised, each Party can submit such matter
      to China International Economic and Trade Arbitration Commission in
      Beijing for arbitration in accordance with its rules. The language of
      arbitration shall be English. The arbitration award shall be final
      conclusive and binding upon the Parties.

	14.3 	
      During the process of dispute-resolution, the Parties
      shall continue to perform other terms under this Agreement, except for
      provision of dispute resolution.

	 	 
	15. 	
      Miscellaneous

	15.1 	
      Entire Agreement. The Parties acknowledge that
      this Agreement constitutes the entire agreement of the Parties with
      respect to the subject matters therein and supersedes and replaces all
      prior or contemporaneous oral or written agreements and
    understandings.

	15.2 	
      Successor. This Agreement shall bind and benefit
      the successor of each Party and the transferee permitted hereunder with
      the same rights and obligations as if the original parties
  hereof.

	15.3 	
      Notice. Any notice required to be given or
      delivered to the Parties hereunder shall be in writing and delivered to
      the address as indicated below or such other address or as such party may
      designate, in writing, from time to time. All notices shall be deemed to
      have been given or delivered upon by personal delivery, fax and registered
      mail. It shall be deemed to be delivered upon: (1) registered air mail:
      five (5) business days after deposit in the mail; (2) personal delivery or
      delivery by fax: two (2) business days after transmission. If the notice
      is delivered by fax, it should be confirmed by original through registered
      air mail or personal delivery.



Pledgor: 

Sumin Su 
Address: 3D, Building 2,
Manao Ge, Yitian Mingyuan, Futian District; 
Tel: 0755-26710021 
Fax:
0755-26710227 

Di Wu 
Address: 18B, Building
No.120, Yitian Chun, Futian District,; 

9




Tel: 0755-26710021 
Fax:
0755-26710227 
Pledgee:Shenzhen CCPower Investment Consulting Co., Ltd.

Contact Person: Renyan GE 
Address: Room 705,Cyber Times Tower B, Tairan
Road, Futian district, Shenzhen, China. 
Tel: 136-3266-8228 

The Company: Shenzhen Jifu
Communication Technology Co., Ltd. 
Contact person: Sumin Su 
Address:
West Side, 4 Floor, 8 Building, Maqueling Industrial Zone, Nanshan District,
Shenzhen, China 
Postal Code:518000 
Tel: 0755-26710021 
Fax:
0755-26710227 

	15.4 	
      Severability. If any provision of this Agreement
      shall be invalid, illegal or unenforceable, the validity, legality and
      enforceability of the remaining portions shall not in any way be affected
      or impaired thereby. In such event, the parties shall use best efforts to
      negotiate, in good faith, a substitute, valid and enforceable provision or
      agreement which effects the parties original intention to the largest
      extent.

	 	 
	15.5 	
      Governing Language. This Agreement shall be
      executed in English and Chinese language versions, each of which shall
      have equal validity. However, in the event of any inconsistency between
      the two, the English language version shall govern and control.

	 	 
	15.6 	
      Copies. This Agreement is executed in five (5)
      copies with each Party holding one (1) copy. Each of the originals shall
      be equally valid and authentic.



[Signature page follows] 

10




IN WITNESS WHEREOF, each party has executed this
Agreement and delivered as of the date first above written. 

Pledgor 
Shareholders of Shenzhen Jifu
Communication Technology Co., Ltd. 

Sumin Su:
            /s/
Sumin
Su                                                                       


Di
Wu:                  /s/
Di
Wu                                                                            

 

Pledgee 
Shenzhen CCPower Investment Consulting
Co., Ltd. 

Legal Representative:       
Renyan Ge 

 

Signature & Seal:
          /s/ Renyan
Ge                                                          

 

The Company 
Shenzhen Jifu Communication
Technology Co., Ltd. 

Legal
Representative:         Sumin Su 

Signature & seal:
          /s/ Sumin
Su                                                             


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