Exhibit 10.3


 





 


 


 


 


 


 


 


 


 





 



 


Equity
Pledge Agreement


 


Inner Mongolia YanGuFang Whole Grain
Nutrition Health Industry Technology Co., Ltd.,


 


Inner Mongolia YanGuFang Ecological
Agriculture Technology (Group) Co., Ltd.


 


and


 


[           ]


 





 



 


 


 


 


 


 


 


 


 


 


 






     


     


    

 


Table
of Contents


 


	Section	 	 	Page
	1.	Definitions	 	2
	2.	Pledge	 	2
	3.	Term of Pledge	 	3
	4.	Custody of Certificate of Pledge	 	3
	5.	Representations and Warranties of Pledgor and the Domestic Company	 	3
	6.	Covenants of Pledgor	 	4
	7.	Event of Default	 	5
	8.	Exercise of Pledge	 	7
	9.	Assignment	 	8
	10.	Termination	 	8
	11.	Charges and Other Expenses	 	9
	12.	Force Majeure	 	9
	13.	Dispute Resolution	 	10
	14.	Notices	 	10
	15.	Appendices	 	11
	16.	Severability	 	11
	17.	Effectiveness	 	11



 






     


     


    

 





This
Equity Pledge Agreement (this “Agreement”) is entered into on December
20, 2020 by and among:


 


		1.	Inner
                                            Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd., a limited
                                            liability company duly incorporated and existing under the laws of the People’s Republic
                                            of China (the “PRC”), with its address at Inner Mongolia YanGuFang Whole
                                            Grain Industry Development Co., Ltd., Zone E, Jinsanjiao Development Zone, Wuchuan County,
                                            Hohhot City, Inner Mongolia Autonomous Region, PRC (the “Pledgee”);



 


		2.	Inner
                                            Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd., a limited liability
                                            company duly incorporated and existing under the laws of the PRC, with its address at Room
                                            201, Yangufang Whole Grain Ecological Science and Technology Park, Zone E, Jinsanjiao Development
                                            Zone, Wuchuan County, Hohhot City, Inner Mongolia Autonomous Region, PRC (the “Pledgor”);



 


		3.	[          ], a limited liability company duly incorporated and existing under the laws of the PRC,
                                            with its address at [          ], PRC (the “Domestic Company”).



 


The
Pledgee, the Pledgor and the Domestic Company shall be hereinafter referred to as the “Parties” collectively, and
each as a “Party” respectively.


 


Whereas


 


		1	The
                                            Domestic Company is a company registered in the PRC. The Pledgor holds 100% of the equity
                                            interests of the Domestic Company (as set forth in the capital contribution certificate attached
                                            in Appendix I).



 


		2	The
                                            Pledgee and the Domestic Company entered into an exclusive technology development, consulting
                                            and services agreement dated December 20, 2020 (the “Service Agreement”).



 


		3	The
                                            Pledgee, the Pledgor and the Domestic Company entered into an exclusive option agreement
                                            dated December 20, 2020 (the “Exclusive Option Agreement”).



 


		4	The
                                            Pledgor executed a power of attorney dated December 20, 2020 (the “Power of Attorney”).



 


		5	To
                                            ensure that the Pledgor and the Domestic Company dully perform the Service Agreement and/or
                                            Exclusive Option Agreement, and that the Pledgee can receive the technology development,
                                            consulting and service fees in accordance with the Service Agreement from the Domestic Company,
                                            the Pledgor pledges to the Pledgee all the equity interests it holds in the Domestic Company
                                            as security for the technology development, consulting and service fees under the Service
                                            Agreement. The Domestic Company hereby confirms the rights and obligations of the Pledgor
                                            and the Pledgee under this Agreement and undertakes to provide necessary assist to register
                                            the Pledge with the relevant government authorities.



 






    	 	Equity Pledge Agreement	1



     


    

 


Through
mutual discussion, the Parties have reached a consensus on the Pledge. For the purpose of the clarification of the rights and obligations
of the Parties, the Parties enter into this Agreement for mutual compliance.


 


		1.	Definitions



 


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


 


		(1)	Pledge: means all contents set
forth in Section 2 herein.



 


		(2)	Pledged Equity Interests: means
all the equity interests in the Domestic Company legally held and to be held by the Pledgor (regardless of whether the shareholding changes
in the future), representing in aggregate 100% of all the equity interests in the Domestic Company.



 


		(3)	Term of Pledge: means the term
set forth in Section 3 of this Agreement.



 


		(4)	Event of Default: means any
of the events set forth in Section 7 of this Agreement.



 


		(5)	Notice of Default: means a notice
of an Event of Default issued by the Pledgee in accordance with this Agreement.



 


		2.	Pledge



 


		(1)	The Pledgor shall pledge all
the equity interests of the Domestic Company held or to be held by the Pledgor in favor of the Pledgee, for the security of the Pledgee’s
receipt of the technology development, consulting and service fees under the Service Agreement (whether payable due to the due date,
the demand for early collection or other reasons).



 


		(2)	The “Pledge”
means the right of the Pledgee to be compensated on a preferential basis with any proceeds received from transfer of equity interests,
auction or sale of the Pledged Equity Interests.



 






    	 	Equity Pledge Agreement	2



     


    

 


		3.	Term
                                            of Pledge



 


		(1)	This Agreement shall become
effective upon execution, and the Pledge hereunder shall become effective upon the date when it is recorded on the register of shareholders
(attached as Appendix II) and registered with relevant registration authorities. The Term of Pledge and the term of this Agreement are
the same.



 


		(2)	During the Term of Pledge, if
the Domestic Company fails to pay the technology development, consulting and service fees in accordance with the provisions of the Service
Agreement, the Pledgee has the right but no obligation to dispose of the Pledge in accordance with this Agreement and the provisions
of relevant laws of the PRC.



 


		4.	Custody
                                            of Certificate of Pledge



 


		(1)	During the Term of Pledge provided
herein, the Domestic Company shall, and the Pledgor shall or shall cause the Domestic Company to, execute the capital contribution certificate
and the register of shareholders attached hereto, and deliver the abovementioned documents to the Pledgee for custody (including the
delivery of new capital contribution certificate and register of shareholders upon any change to the shareholding in the future). The
Domestic Company and the Pledgor shall within five (5) business days from the execution of this Agreement or the completion of the registration
of change of the shareholding (in case of any change of the shareholding) deliver original of the abovementioned capital contribution
certificate and register of shareholders to the Pledgee.



 


		(2)	The Pledgee shall have the right
to collect all cash returns such as dividends and all non-cash returns arising from the Pledged Equity Interests from the date of this
Agreement.



 


		5.	Representations
                                            and Warranties of Pledgor and the Domestic Company



 


The
Pledgor and the Domestic Company hereby jointly represent and warrant to the Pledgee as follows:


 


		(1)	The Pledgor has full power to
execute this Agreement and perform the obligations hereunder, and the provisions of this Agreement constitute legal, valid and binding
obligations of the Pledgor.



 


		(2)	The Domestic Company has full
corporate power and authority to execute this Agreement and perform the obligations hereunder, and the provisions of this Agreement constitute
its legal, valid and binding obligations.



 






    	 	Equity Pledge Agreement	3



     


    

 


		(3)	The execution, delivery and
performance of this Agreement and any relevant agreement will not violate due to term and/or the occurrence of any action or event or
any other reason:



 


		(a)	any establishment documents
of the Domestic Company;



 


		(b)	any laws with which the Pledgor
and the Domestic Company shall comply; or



 


		(c)	any provisions and their obligations
in any contract, agreement, memorandum and other written or oral document executed by the Pledgor and the Domestic Company and in effect.



 


		(4)	The Pledgor is the legal owner
of the Pledged Equity Interests.



 


		(5)	In no case will the Pledgee’s
exercise its right as a Pledgee be intervened by any other party.



 


		(6)	The Pledgee has the right to
dispose of and transfer the Pledge in accordance with this Agreement.



 


		(7)	The Pledgor has not created
any other pledge or any third party right on the Pledged Equity Interests except for the right of the Pledgee.



 


		(8)	There is no pending dispute
or litigation related to the equity interests of the Domestic Company.



 


		6.	Covenants
                                            of Pledgor



 


		(1)	The
                                            Pledgor covenants to the Pledgee that during the term of this Agreement, the Pledgor shall:



 


		(a)	save
                                            for the transfer of the equity interests to the Pledgee or its nominee pursuant to the Exclusive
                                            Option Agreement, without prior written consent by the Pledgee, not transfer any equity interest
                                            directly or indirectly in any manner, and not create or permit the existence of any pledge
                                            or any other encumbrance or other dispose of the equity interests that may affect the rights
                                            and interests of the Pledgee;



 


		(b)	comply
                                            with and exercise in accordance with all laws and regulations applicable to the Pledge, and
                                            within five (5) business days of the receipt of any notice, instruction or recommendation
                                            issued or made by relevant competent authorities, produce to the Pledgee and comply with
                                            the abovementioned notice, instruction or recommendation, or make objections and statements
                                            upon reasonable request or with consent of the Pledgee;



 






    	 	Equity Pledge Agreement	4



     


    

 


		(c)	promptly
                                            notify the Pledgee of any event or notice received that may have an impact on the Pledgor’s
                                            right over the equity interests or any part thereof, and any event or notice received that
                                            may change the warranties and obligations of the Pledgor under this Agreement or have an
                                            impact on the performance of the Pledgor’s obligations under this Agreement.



 


		(2)	The
                                            Pledgor undertakes to the Pledgee that for the purpose of protecting or perfecting the security
                                            by this Agreement of the technology development, consulting and service fees under the Service
                                            Agreement, the Pledgor will execute in good faith, and procure other parties who have an
                                            interest in the Pledge to execute all certificates, deeds and/or perform and procure other
                                            parties who have an interest in the Pledge to perform actions required by the Pledgee, facilitate
                                            the exercise by the Pledgee of its right and authorization granted thereto by this Agreement,
                                            and enter into all relevant documents regarding the ownership of the equity interest with
                                            the Pledgee or its nominee(s) (natural/legal persons), and provide the Pledgee with all notices,
                                            orders and decisions it considers necessary within a reasonable time.



 


		(3)	The
                                            Pledgor undertakes to the Pledgee that it will comply with and perform all warranties, covenants,
                                            agreements, representations and conditions under this Agreement. In the event of failure
                                            or partial performance of its warranties, covenants, agreements, representations or conditions,
                                            the Pledgor shall indemnify the Pledgee against all losses resulting therefrom.



 


		(4)	The
                                            Pledgor undertakes to the Pledgee that upon the date of this Agreement, the Pledgor and the
                                            Domestic Company shall record the Pledge on the register of shareholders of the Domestic
                                            Company, and the Pledgor shall complete, and procure the Domestic Company to complete the
                                            registration of the Pledge to relevant registration authorities within sixty (60) days from
                                            the date of this Agreement.



 


		7.	Event
                                            of Default



 


		(1)	The
                                            following events shall be deemed an Event of Default:



 


		(a)	that the Domestic Company fails
to timely and fully perform any obligations under the Service Agreement, including but not limited to the failure to fully pay the payable
technology development, consulting and service fees under the Service Agreement by the Domestic Company, or the action in breach of any
other obligations hereunder;



 






    	 	Equity Pledge Agreement	5



     


    

 


		(b)	that any representation or
warranty made by the Pledgor and the Domestic Company in Section 5 herein is materially misleading or false, and/or the Pledgor and the
Domestic Company are in breach of any representation and warranty in Section 5 herein;



 


		(c)	that the Pledgor is in breach
of any covenant provided in Section 6;



 


		(d)	that the Pledgor is in breach
of any provisions herein;



 


		(e)	save as provided in Section
6(1)(a) herein, that the Pledgor loses the Pledged Equity Interests for any reason or transfer or intend to transfer the Pledged Equity
Interests without written consent from the Pledgee;



 


		(f)	that any borrowings, security,
compensation, commitments or other liabilities of the Pledgor (1) are required to be early repaid or performed due to a breach; or (2)
are due but unable to be repaid or performed, which leads the Pledgee to believe that the ability of the Pledgor to perform the obligations
herein has been affected;



 


		(g)	that the Pledgor is unable
to repay their general debts or any other indebtedness which leads the Pledgee to believe that the ability of the Pledgor to perform
the obligations herein has been affected;



 


		(h)	that this Agreement becomes
illegal or the Pledgor is unable to continue with the performance of their obligations under this Agreement due to promulgation of relevant
laws;



 


		(i)	that any consents, permits,
approvals or authorizations of governmental authorities necessary for the enforceability, legality or validity of this Agreement are
withdrawn, suspended, void or materially changed;



 


		(j)	that any adverse change to
the assets owned by the Pledgor, which leads the Pledgee to believe that the ability of the Pledgor to perform the obligations herein
has been affected;



 


		(k)	that the successor or trustee
of the Domestic Company is only able to partially perform or refuse to perform its payment obligation under the Service Agreement;



 





		(l)	other circumstances under which
the exercise of the Pledgee’s rights are prohibited by the applicable laws and regulations.


 






    	 	Equity Pledge Agreement	6



     


    

 


		(2)	Upon knowledge or discovery
of the occurrence of any of the aforementioned events or any events that may lead to the abovementioned events in Section 7(1), the Pledgor
shall immediately notify the Pledgee in writing. The Pledgee has the right to demand the Pledgor to rectify the Event of Default.



 


		(3)	Unless the Event of Default
set forth in Section 7(1) has been completely rectified to the Pledgee’s satisfaction, the Pledgee may issue a notice of default
to the Pledgor in writing upon the occurrence of such Event of Default or at any time thereafter, demand the Pledgor to immediately pay
all outstanding amounts under the Service Agreement and other amounts payable, or inform the Pledgor its exercise of the Pledgee’s
Rights in accordance with Section 8 of this Agreement.



 


		8.	Exercise
                                            of Pledge



 


		(1)	Prior to full payment of the
technology development, consulting and service fees set forth in the Service Agreement, without the written consent of the Pledgee, the
Pledgor shall not:



 


		(a)	transfer any equity interests
held by them for any reason in any manner;



 


		(b)	transfer the Pledge.



 


		(2)	The Pledgee shall issue a written
Notice of Default to the Pledgor when exercising the Pledge.



 


		(3)	Subject to the provisions in
Section 7(3), the Pledgee may exercise the right to dispose of the Pledge concurrently with or at any time after the issuance of the
Notice of Default in accordance with Section 7(3). The Pledgor ceases to have any right and interest related to the equity interests
of the Domestic Company upon the Pledgee’s decision to exercise the right to dispose of the Pledge.



 


		(4)	The Pledgee has the right, in
accordance with legal procedures, to transfer all or part of the equity interests under this Agreement, or be compensated in priority
with the proceeds from the sale or auction of such equity interests, until the outstanding technology development, consulting and service
fees and any other payables are fully paid. To the extent permitted by laws of the PRC, the Pledgee is not required to pay the Pledgor
any of the proceeds of disposal. The Pledgor hereby waives any right it may have for the proceeds of disposal of the Pledged Equity Interests
against the Pledgee, and the Pledgor shall bear no obligations with respect to the loss suffered by the Pledgee after the disposal of
the Pledged Equity Interests.



 


		(5)	When the Pledgee exercises the
Pledge in accordance with this Agreement, the Pledgor and the Domestic Company shall not hinder, and shall provide necessary assistance
for the realization of the Pledge by the Pledgee.



 



    	 	Equity Pledge Agreement	7



     


    

 


		9.	Assignment



 


		(1)	Without prior consent by the
Pledgee, the Pledgor shall not grant or transfer its rights and obligations under this Agreement.



 


		(2)	This Agreement shall be binding
on the Pledgor and its successors and permitted assignees, and shall apply to the Pledgee and each of its successors and assignees.



 


		(3)	The Pledgee may assign all or
any of its rights and obligations under the Service Agreement to its designated person(s) (natural/legal persons) at any time, in which
case the assignees shall have the rights and obligations of the Pledgee under this Agreement, as if it were the original party to this
Agreement. When the Pledgee assigns the rights and obligations under the Service Agreement, upon request of the Pledgee, the Pledgor
shall execute all relevant agreements and/or documents in connection with such assignment.



 


		(4)	After the change of the Pledgee
due to the assignment, upon the request of the Pledgee, the new parties shall execute a new pledge agreement, and complete the change
registration with the relevant registration authorities.



 


		(5)	The Pledgor shall strictly comply
with the provisions of this Agreement and other relevant agreements entered into by any Party or the Parties or jointly, including the
Exclusive Option Agreement and the Power of Attorney issued to the Pledgee, and perform the obligations thereunder, and refrain from
any action/omission that may affect the effectiveness and enforceability thereof. Unless with the written instructions of the Pledgee,
the Pledgor shall not exercise any of their remaining rights in respect of the Pledged Equity Interests.



 


		10.	Termination



 


This
Agreement shall terminate upon the full payment of the technology development, consulting and service fees and the complete performance
of all obligations by the Domestic Company under the Service Agreement. The Pledgee shall, within a reasonable period, terminate this
Agreement and assist the Pledgor in registering the release of the Pledge.


 






    	 	Equity Pledge Agreement	8



     


    

 


		11.	Charges
                                            and Other Expenses



 


		(1)	All fees and actual expenditures
in connection with this Agreement, including but not limited to legal fees, processing fees, stamp duties and any other taxes and expenses,
shall be borne by the Domestic Company. Where the Pledgee is required by law to pay for any relevant taxes and charges, the Domestic
Company shall reimburse the Pledgee in full such taxes and charges so paid.



 


		(2)	In the event that the Domestic
Company fails to pay any taxes or expenses payable by it in accordance with the provisions herein or for any reason whatsoever which
has to be recovered by the Pledgee by any means, the Domestic Company shall bear all expenses so incurred (including without limitation
all taxes, administrative charges, management fees, legal costs, lawyer’s expenses and all insurance costs for the disposal of
the Pledged).



 


		12.	Force
                                            Majeure



 


		(1)	In case the performance of this
Agreement is delayed or interrupted by a Force Majeure Event, the Party affected by the Force Majeure Event shall not be held liable
under this Agreement to the extent of such delay or interruption.



 


		(2)	“Force Majeure Event”
means any event beyond reasonable control of one Party and cannot be prevented with reasonable care of the Party so affected, including
without limitation, governmental action, acts of nature, fire, explosion, geographic changes, typhoon, flood, earthquake, tide, lightning
or war. However, any shortage of credit, capital or financing shall not be regarded as an event beyond reasonable control of the Party.



 


		(3)	The affected Party who is claiming
to be exempted from its failure of fulfilling the obligations under this Agreement or any provisions hereunder by a Force Majeure Event
shall as soon as practicable notify the other Party of such exemption and the necessary steps to be taken for the fulfillment of such
obligations.



 


		(4)	The Party affected by a Force
Majeure Event shall not be held liable under this Agreement provided that the Party so affected shall make all reasonable efforts to
reduce the loss of the other Parties and the Party seeking exemption shall only be exempted from the obligations to the extent of the
failure of performance due to the Force Majeure Event. Upon the end of the Force Majeure Event, the Parties agree to resume the performance
of the obligations under this Agreement with their best efforts.



 






    	 	Equity Pledge Agreement	9



     


    

 


		13.	Dispute
                                            Resolution



 


		(1)	This Agreement shall be governed
by and interpreted in accordance with laws of the PRC.



 


		(2)	In the event of any dispute
with respect to the construction and performance of this Agreement, the Parties shall resolve the dispute through friendly negotiations.
In the event that the Parties fail to reach an agreement on the dispute within thirty (30) days after any Party’s written request
to the other Parties for dispute resolution through negotiations, any Party may submit the relevant dispute to Shanghai Arbitration Commission
for arbitration, in accordance with its arbitration rules then in effect. The language for the arbitration is Chinese. The arbitration
award shall be final and binding to all Parties.



 


		(3)	In the event of any dispute
with respect to the construction and performance of this Agreement or during the arbitration of any dispute, the Parties hereto shall
exercising other rights and performing other obligations under this Agreement other than the issue in dispute.



 


		14.	Notices



 


Unless
otherwise notified in writing of any change to the following addresses, all notices pursuant to this Agreement shall be delivered to
the following addresses by hand or registered mail. The notice shall be deemed to be duly served on the date of acknowledgment receipt
if sent by registered mail, and the date when it is sent if sent by hand:


 


Party
A: Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd.


 


Address:
Yangufang Group, 3rd Floor, Building 3, 33 Suhong Road, Shanghai


 


Tel:
18016396660


 


Attention:
He Junguo


 






    	 	Equity Pledge Agreement	10



     


    

 


Party
B: Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd.


 


Address:
Yangufang Group, 3rd Floor, Building 3, 33 Suhong Road, Shanghai


 


Tel:
18016396660


 


Attention:
He Junguo


 


Party
C: [           ]


 


Address:
[           ]


 


Tel:
[           ]


 


Attention:
[           ]


 


		15.	Appendices



 


The
Appendices of this Agreement shall constitute an integral part of this Agreement.


 


		16.	Severability



 


		(1)	In the event that any provision
of this Agreement is held invalid or unenforceable due to unconformity with relevant laws, such provisions shall become invalid or unenforceable
only to the extent under such applicable laws and the legal effect of the remaining provisions hereunder shall not be affected.



 


		(2)	If the Service Agreement is
held invalid for any reason, the legal effect of this Agreement is not affected. When the Domestic Company fails to perform the secured
liabilities, the Pledgee shall have the right to exercise the Pledged Equity Interests in accordance with this Agreement.



 


		17.	Effectiveness



 


		(1)	This Agreement and any amendments,
supplements or variations shall be made in writing and come into effect upon signing and stamping by the Parties hereto.



 


		(2)	This Agreement is made in Chinese
in three (3) copies. Each Party shall have one copy with the same effect.



 


[The
remainder of this page is intentionally left blank]


 



    	 	Equity Pledge Agreement	11



     


    

 





[Signature Page]


 


	Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co., Ltd. (Seal)
	 	 
	By: 	 	 
	Name: 	He Junguo	 
	Title: 	Legal representative	 
	 	 
	Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd. (Seal)
	 	 
	By: 	 	 
	Name:  	He Junguo	 
	Title:	 Legal representative	 
	 	 	 
	[           ] (Seal)	 
	 	 
	By:	 	 
	Name: 	[           ]	 
	Title: 	Legal representative	 



 






    Signature Page to Equity Pledge Agreement


     


    

 





Appendix I


 


Capital Contribution
Certificate of 


 


[          
]


 


	(7) Company Name	[              ]
	(8) Date of Establishment	[              ]
	(9) Registered Capital	[              ]
	(10) Shareholder Name	Inner Mongolia YanGuFang Ecological

 Agriculture Technology (Group) Co., Ltd.
	(11) Contribution Amount	[              ]
	(12) Shareholding Percentage	100% 



 


It
is hereby certified that Inner Mongolia YanGuFang Ecological Agriculture Technology (Group) Co., Ltd. has subscribed a capital contribution
of RMB[           ], and holds 100% of the equity interests of [          ] In accordance with the equity pledge agreement dated December 20, 2020, all
such 100% of the equity interests have been pledged to Inner Mongolia YanGuFang Whole Grain Nutrition Health Industry Technology Co.,
Ltd., and shall be registered with relevant registration authorities.


 


	 	[           ] (Seal)
	 	 
	 	By:	    
	 	Name: 	 He Junguo
	 	Title: 	Legal Representative
	 	Date:	 December 20, 2020


 



    Appendix I


     


    

 


Appendix II


 


Register of Shareholders
of [           ]


 


	Name
    of Shareholder	ID
    Card 

Number/Unified Social

 Credit Code	Shareholding
    Percentage	Contribution

    (RMB)	Pledge
    Registration
	Inner


    Mongolia

 YanGuFang

 Ecological

 Agriculture

 Technology

 (Group) Co., 

Ltd.	[              ]	100%	[              ]	Pledged
    to Inner 

Mongolia

 YanGuFang Whole

 Grain Nutrition

 Health Industry

 Technology Co., 

Ltd.


 


	 	[           ] (Seal)
	 	 
	 	By:	 
	 	Name:	 [           ]
	 	Title: 	Legal Representative
	 	Date:	 December 20, 2020



 


 


Appendix II