Exhibit 10.7


 


English Translation


 


EQUITY
INTEREST PLEDGE AGREEMENT


 


This
Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following Parties as of February
22, 2019 in Fuzhou, the People’s Republic of China (“China” or the “PRC”):


 


Party
A/ Pledgee: E-Home Household Service Technology Co., Ltd. a wholly foreign owned enterprise, organized and existing under
the laws of the PRC, with its address at _________;


 


Party
B/ Pledgors: 


Wenshan
Xie, a Chinese citizen with Identification No.: ______________;


Zhaodi
Zeng, a Chinese citizen with Identification No.: ______________;


Chuanlong
Huang, a Chinese citizen with Identification No.: ______________;


 


Party
C: Fuzhou Bangchang Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with
its address at __________.


 


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
                                         is a citizen of China who as of the date hereof holds 100% of equity interests of Party
                                         C, representing RMB1,010,000 in the registered capital of Party C. Party C is a limited
                                         liability company registered in Fuzhou, 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 which is
                                         partially owned by Pledgor have executed an Exclusive Business Cooperation Agreement
                                         (as defined below) in Fuzhou; Party C, Pledgee and Pledgors have executed an Exclusive
                                         Option Agreement (as defined below); Pledgor has executed a Power of Attorney (as defined
                                         below) in favor of Pledgee;



 


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



 


To
perform the provisions of the Transaction Documents (as defined below), the Parties have mutually agreed to execute this Agreement
upon the following terms.


 


		1.	Definitions



 


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 Section
                                         2 of this Agreement, i.e., the right of Pledgee to be paid in priority with the Equity
                                         Interest based on the monetary valuation that such Equity Interest is converted into
                                         or from the proceeds from auction or sale of the Equity Interest.



 


		1.2	Equity
                                         Interest: shall refer to 100% equity interests in Party C currently held by Pledgor,
                                         representing RMB1,010,000 in the registered capital of Party C, and all of the equity
                                         interest hereafter acquired by Pledgors in Party C.



 


		1.3	Term
                                         of Pledge: shall refer to the term set forth in Section 3 of this Agreement.



 


		1.4	Transaction
                                         Documents: shall refer to the Exclusive Business Cooperation Agreement executed by and
                                         between Party C and Pledgee on February 22, 2019 (the “Exclusive Business Cooperation
                                         Agreement”), the Exclusive Option Agreement executed by and among Party C, Pledgee
                                         and Pledgor on February 22, 2019 (the “Exclusive Option Agreement”), Power
                                         of Attorney executed on February 22, 2019 by Pledgor (the “Power of Attorney”)
                                         and any modification, amendment and restatement to the aforementioned documents.



 






     


     


    

 


		1.5	Contract
                                         Obligations: shall refer to all the obligations of Pledgor under the Exclusive Option
                                         Agreement, the Power of Attorney and this Agreement; all the obligations of Party C under
                                         the Exclusive Business Cooperation Agreement, the Exclusive Option Agreement and this
                                         Agreement.



 


		1.6	Secured
                                         Indebtedness: shall refer to all the direct, indirect and derivative losses and losses
                                         of anticipated profits, suffered by Pledgee, incurred as a result of any Event of Default.
                                         The amount of such loss shall be calculated in accordance with the reasonable business
                                         plan and profit forecast of Pledgee, the consulting and service fees payable to Pledgee
                                         under the Exclusive Business Cooperation Agreement, all expenses occurred in connection
                                         with enforcement by Pledgee of Pledgors’ and/or Party C’s Contract Obligations
                                         and etc.



 


		1.7	Event
                                         of Default: shall refer to any of the circumstances set forth in Section 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.



 


		2.	Pledge



 


		2.1	Pledgors
                                         agree to pledge all the Equity Interest as security for performance of the Contract Obligations
                                         and payment of the Secured Indebtedness under this Agreement. Party C hereby assents
                                         that Pledgor pledges the Equity Interest to the Pledgee pursuant to this Agreement.



 


		2.2	During
                                         the term of the Pledge, Pledgee is entitled to receive dividends distributed on the Equity
                                         Interest. Pledgor may receive dividends distributed on the Equity Interest only with
                                         prior written consent of Pledgee. Dividends received by Pledgor on Equity Interest after
                                         deduction of individual income tax paid by Pledgor shall be, as required by Pledgee,
                                         (1) deposited into an account designated and supervised by Pledgee and used to secure
                                         the Contract Obligations and pay the Secured Indebtedness prior and in preference to
                                         make any other payment; or (2) unconditionally donated to Pledgee or any other person
                                         designated by Pledgee to the extent permitted under applicable PRC laws.



 


		2.3	Pledgors
                                         may subscribe for capital increase in Party C only with prior written consent of Pledgee.
                                         Any equity interest obtained by Pledgor as a result of Pledgor’s subscription of
                                         the increased registered capital of the Company shall also be deemed as Equity Interest.



 


		2.4	In
                                         the event that Party C is required by PRC law to be liquidated or dissolved, any interest
                                         distributed to Pledgor upon Party C’s dissolution or liquidation shall, upon the
                                         request of the Pledgee, be (1) deposited into an account designate and supervised by
                                         Pledgee and used to secure the Contract Obligations and pay the Secured Indebtedness
                                         prior and in preference to make any other payment; or (2) unconditionally donated to
                                         Pledgee or any other person designated by Pledgee to the extent permitted under applicable
                                         PRC laws.



 


		3.	Term
                                         of Pledge



 


		3.1	The
                                         Pledge shall become effective on such date when the pledge of the Equity Interest contemplated
                                         herein is registered with relevant administration for industry and commerce (the “AIC”).
                                         The Pledge shall remain effective until all Contract Obligations have been fully performed
                                         and all Secured Indebtedness have been fully paid. 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 15 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
                                         submission for filing.



 


		3.2	During
                                         the Term of Pledge, in the event Pledgors and/or Party C fails to perform the Contract
                                         Obligations or pay Secured Indebtedness, Pledgee shall have the right, but not the obligation,
                                         to exercise the Pledge in accordance with the provisions of this Agreement.



 






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		4.	Custody
                                         of Records



 


During
the Term of Pledge set forth in this Agreement, Pledgors shall deliver to Pledgee’s custody the capital contribution certificate
for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this
Agreement. Pledgee shall have custody of such documents during the entire Term of Pledge set forth in this Agreement.


 


		5.	Representations
                                         and Warranties of Each Pledgor and Party C



 


As
of the execution date of this Agreement, Pledgor and Party C hereby jointly and severally represent and warrant to Pledgee that:


 


		5.1	Pledgor
                                         is the sole legal and beneficial owner of the Equity Interest.



 


		5.2	Pledgee
                                         shall have the right to dispose of and transfer the Equity Interest in accordance with
                                         the provisions set forth in this Agreement.



 


		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 any and all approvals and consents from applicable government
                                         authorities and third parties (if required) for execution, delivery and performance of
                                         this Agreement.



 


		5.5	The
                                         execution, delivery and performance of this Agreement will not: (i) violate any relevant
                                         PRC laws; (ii) conflict with Party C’s articles of association or other constitutional
                                         documents; (iii) result in any breach of or constitute any default under any contract
                                         or instrument to which it is a party or by which it is otherwise bound; (iv) result in
                                         any violation of any condition for the grant and/or maintenance of any permit or approval
                                         granted to any Party; or (v) cause any permit or approval granted to any Party to be
                                         suspended, cancelled or attached with additional conditions.



 


		6.	Covenants
                                         of Pledgor and Party C



 


		6.1	During
                                         the term of this Agreement, Pledgor and Party C hereby jointly and severally covenant
                                         to the Pledgee:



 


		6.1.1	Pledgor
                                         shall not transfer the Equity Interest, place or permit the existence of any security
                                         interest or other encumbrance on the Equity Interest or any portion thereof, without
                                         the prior written consent of Pledgee, except for the performance of the Transaction Documents;



 


		6.1.2	Pledgor
                                         and Party C shall 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	Pledgor
                                         and Party C shall promptly notify Pledgee of any event or notice received by Pledgor
                                         that may have an impact on the Equity Interest or any portion thereof, as well as any
                                         event or notice received by Pledgor 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 extension of the term of operation within
                                         three (3) months prior to the expiration of such term to maintain the validity of this
                                         Agreement.



 


		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 security interest granted by this Agreement for the Contract Obligations
                                         and Secured Indebtedness, 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’s
                                         any breach to any obligations under the Transaction Documents and/or this Agreement.



 


		7.1.2	Party
                                         C’s any breach to any obligations under the 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 and Party C 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
                                         and/or Party C 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 exercise the Pledge in accordance with the provisions of Section 8 of
                                         this Agreement.



 


		8.	Exercise
                                         of Pledge



 


		8.1	Pledgee
                                         shall issue a written Notice of Default to Pledgor when it exercises the Pledge.



 


		8.2	Subject
                                         to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge
                                         at any time after the issuance of the Notice of Default in accordance with Section 8.1.
                                         Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any
                                         rights or interests associated with the Equity Interest.



 


		8.3	After
                                         Pledgee issues a Notice of Default to Pledgor in accordance with Section 8.1, Pledgee
                                         may exercise any remedy measure under applicable PRC laws, the Transaction Documents
                                         and this Agreement, including but not limited to being paid in priority with the Equity
                                         Interest based on the monetary valuation that such Equity Interest is converted into
                                         or from the proceeds from auction or sale of the Equity Interest. The Pledgee shall not
                                         be liable for any loss incurred by its duly exercise of such rights and powers.



 


		8.4	The
                                         proceeds from exercise of the Pledge by Pledgee shall be used to pay for tax and expenses
                                         incurred as result of disposing the Equity Interest and to perform Contract Obligations
                                         and pay the Secured Indebtedness to the Pledgee prior and in preference to any other
                                         payment. After the payment of the aforementioned amounts, the remaining balance shall
                                         be returned to Pledgor or any other person who have rights to such balance under applicable
                                         laws or be deposited to the local notary public office where Pledgor resides, with all
                                         expense incurred being borne by Pledgor. To the extent permitted under applicable PRC
                                         laws, Pledgor shall unconditionally donate the aforementioned proceeds to Pledgee or
                                         any other person designated by Pledgee.



 


		8.5	Pledgee
                                         may exercise any remedy measure available simultaneously or in any order. Pledgee may
                                         exercise the right to being paid in priority with the Equity Interest based on the monetary
                                         valuation that such Equity Interest is converted into or from the proceeds from auction
                                         or sale of the Equity Interest under this Agreement, without exercising any other remedy
                                         measure first.



 


		8.6	Pledgee
                                         is entitled to designate an attorney or other representatives to exercise the Pledge
                                         on its behalf, and Pledgor or Party C shall not raise any objection to such exercise.



 


		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.



 






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		9.	Breach
                                         of Agreement



 


		9.1	If
                                         Pledgor or Party C conducts any material breach of any term of this Agreement, Pledgee
                                         shall have right to terminate this Agreement and/or require Pledgor or Party C to indemnify
                                         all damages; this Section 9 shall not prejudice any other rights of Pledgee herein;



 


		9.2	Pledgor
                                         or Party C shall not have any right to terminate this Agreement in any event unless otherwise
                                         required by applicable laws.



 


		10.	Assignment



 


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



 


		10.2	This
                                         Agreement shall be binding on Pledgor and his/her successors and permitted assigns, and
                                         shall be valid with respect to Pledgee and each of his/her successors and assigns.



 


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



 


		10.4	In
                                         the event of change of Pledgee due to 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.



 


		10.5	Pledgor
                                         and 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
                                         Documents, 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.



 


		11.	Termination



 


		11.1	Upon
                                         the fulfillment of all Contract Obligations and the full payment of all Secured Indebtedness
                                         by Pledgors and Party C, Pledgee shall release the Pledge under this Agreement upon Pledgor’s
                                         request as soon as reasonably practicable and shall assist Pledgors to de-register the
                                         Pledge from the shareholders’ register of Party C and with relevant PRC local administration
                                         for industry and commerce.



 


		11.2	The
                                         provisions under Sections 9, 13, 14 and 11.2 herein of this Agreement shall survive the
                                         expiration or termination of this Agreement.



 


		12.	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.


 


		13.	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, directors, employees, legal counsels or financial
advisors regarding the transaction contemplated hereunder, provided that such shareholders, directors, employees, 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 shareholders, director, employees of or agencies engaged by any Party shall be deemed disclosure
of such confidential information by such Party and such Party shall be held liable for breach of this Agreement.


 






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		14.	Governing
                                         Law and Resolution of Disputes



 


		14.1	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.



 


		14.2	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 Party for resolution of the dispute through negotiations, either
                                         Party may submit the relevant dispute to Fuzhou Arbitration Commission for arbitration,
                                         in accordance with its arbitration rules. The arbitration shall be conducted in Fuzhou.
                                         The arbitration award shall be final and binding on both Parties.



 


		14.3	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 shall continue to exercise their respective rights under this Agreement
                                         and perform their respective obligations under this Agreement.



 


		15.	Notices



 


		15.1	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 email. The dates on which notices
                                         shall be deemed to have been effectively given shall be determined as follows:



 


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



 


		15.1.2	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).



 


		15.2	For
                                         the purpose of notices, the addresses of the Parties are as follows:



 


Party
A:


Address:


Attn:


Phone:


Facsimile:


 


Party
B:


Address:


Attn:


Phone:


Facsimile:


 


Party
C:


Address:


Attn:


Phone:


Facsimile:


 


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



 






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		16.	Severability



 


In
the event that one or several of the provisions of this Agreement 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 Agreement
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.


 


		17.	Attachments



 


The
attachments set forth herein shall be an integral part of this Agreement.


 


		18.	Effectiveness



 


		18.1	This
                                         Agreement shall become effective upon execution by the Parties.



 


		18.2	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.



 


		19.	Language
                                         and Counterparts



 


This
Agreement is written in Chinese in ten copies. Pledgors, Pledgee and Party C shall hold one copy respectively and the other copy
shall be used for registration. Each copy shall have equal legal validity.


 


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Remainder of this page is intentionally left blank


 




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


 


Party
A: E-Home Household Service Technology Co., Ltd.


 





	By:	          	 	 	 
	Name:
    Wenshan Xie	 
	Title:
    Legal Representative	 
	 	 	 	 	 
	Party B:	 	 	 	 
	 	 	 	 	 
	Wenshan
    Xie	Zhaodi
                                         Zeng



	 	 	 	 	 
	By:	       	 	By:	          
	 	 	 	 	 
	Chuanlong
    Huang	 
	 	 	 	 	 
	By:	 	 	 	 
	 	 	 	 	 
	Party
    C: Fuzhou Bangchang Technology Co. Ltd.	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:
    Zhaodi Zeng	 
	Title:
    Legal Representative	 







 












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Attachments:


 


		1.	Register
                                         of Shareholders of Party C



 


		2.	The
                                         capital Contribution Certificate for Party C



 


		3.	Exclusive
                                         Business Cooperation Agreement



 


		4.	Exclusive
                                         Option Agreement



 


		5.	Form
                                         of Voting Rights Proxy and Financial Supporting Agreement



 


		6.	Power
                                         of Attorney



 


 


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