Pledge Agreement
No.: Xxxx
Xxx (2009) Nian Xxx Xxx Bao Zi (265-4)
Pledgee
(Party A):
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Shenzhen
Small & Medium Enterprises Credit Guarantee Centre Co.,
Ltd.
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Address:
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Floor
16, Ping’an Bank Building, No. 1099 Xxxxxxx Xxxxx Road, Futian District,
Shenzhen
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Pledgor
(Party B): Wu Zuxi (ID card No.:)
Address:
Borrower
(Party C): Feigeda
Electronic (SZ) Co., Ltd.
Address:
Party A,
Party C and the Shenzhen Branch of Industrial Bank Co., Ltd. (hereinafter
referred to as the “Entrusted Bank”) entered into the Entrusted Agreement For
Loan Release and Entrusted Loan Agreement numbered Xxxx Xxx (2009) Nian Xxx Xxx
(jie) Zi (265) (hereinafter collectively referred to as the “Entrusted Loan
Agreement). According to the Entrusted Loan Agreement, Party A entrusted the
Entrusted Bank to release a RMB loan to Party C.
Party B
hereby agrees to provide a pledge guarantee to Party A per Party C’s request.
Party A, Party B and Party C enter into this Agreement after reaching a
consensus through negotiations.
Article
1 Pledge Property
Party B
provides to Party A the following property of which Party B is duly entitled to
dispose to serve as the pledge property:
Pledge
Fund: RMB2,100,000.00; Depositing Means: The same amount of
RMB350,000.00 is deposited on a monthly basis starting from the 18th month upon the loan release
date to the following (1) account:
(1)
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Beneficiary:
Shenzhen Small & Medium Enterprises Credit Guarantee Centre
Co., Ltd.
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Bank Of
Deposit: Operation Office of Pingan Bank
Account
Number:
(2)
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Beneficiary:
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Bank Of
Deposit:
Account
Number:
Article
2 Pledge Scope
The scope
covered by the pledge is: the principal, interest and delayed repayment interest
under the Entrusted Loan Agreement; the liquidated damages paid to Party A; all
the cost paid by Party A to realize its creditor’s rights (including but not
limited to insurance fee, attorney fee, litigation fee, auction fee, execution
fee and assessment fee).
In the
event of Party C’s failure to perform its obligation, Party B shall immediately
repay all the amounts in full within the said scope covered by the
pledge. In the event of Party B’s failure of or incomplete
performance of repayment of the debts prescribed in the preceding clause, Party
B shall agree and authorize Party A to directly own the pledge property provided
by Party B to offset the debt or to enjoy the repayment priority from the
amounts of auction or sale of the pledge property.
Article
3 Pledge Term
The
pledge term is starting from the effective date of this Agreement until the
expiry of the statute of limitation of the creditor’s right under the Entrusted
Loan Agreement pledged that is secured by this Agreement.
Article
4 Validity and Special Agreement
1.
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If
Party B (including its successor and devisees) is a natural person, the
validity hereof shall not be affected by Party B’s material body or
property accident (such as death, being declared as death, missing, being
declared as missing, loss of capacity for civil acts and suffering from
natural disasters). If Party B is a legal person or in the form of other
organization, the validity hereof shall not be affected by Party B’s
merger, division, reconstruction, transformation with the stock system and
change of the affiliation
relationship.
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2.
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The
Parties hereby agree in particular, that Party A is entitled to directly
exercise the pledge right within the scope covered by the pledge hereunder
whether Party A’s creditor’s rights to Party C is secured by any other
guarantees.
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Article
5 Declaration
Party B
hereby declares to Party A:
1.
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Party
B is aware of and acknowledges, that Party A entrusts the Entrusted Bank
to release the loan under the Entrusted Loan Agreement. As the entrustor
under the legal relationship of entrusted loan, Party A is entitled to
directly and independently exercise all the rights under the Entrusted
Loan Agreement and this Agreement in name of its own, which means Party A
is entitled to all the rights under the Entrusted Loan Agreement and this
Agreement and institute a legal action, arbitration or other legal
proceeding independently according to this Agreement and relevant
agreements.
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2.
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Party
B has been aware of Party C’s business scope, credits and the actual
purpose of the loan and agrees to provide guarantee
thereto.
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3.
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Party
B has fully understood, comprehended and accepted any and all clauses
under this Agreement and other agreements in connection with the Entrusted
Loan Agreement.
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4.
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In
the event of Party B’s being a legal person or in the form of other
organization, the pledge provided by Party B hereunder has been authorized
by its board of directors or the according highest organ of power and is
in accordance with the laws, regulations, policies and the articles of
association as applicable to Party B. In the event of Party’s execution
hereof being in breach of its articles of association and other internal
regulations, Party B shall be responsible to the liabilities and shall not
to refuse to perform the guarantee obligation hereunder for its execution
hereof being in breach of its articles of association and other internal
regulations.
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5.
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In
the event of a joint ownership of the pledge property, the pledge
hereunder shall be agreed by all the
co-owners.
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6.
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All
the materials provided by Party B to Party A are true, complete, legal and
valid. Except for the pledge hereunder, the pledge property and
its property rights are not affected by any other pledge, lien or debt
liability, or involved in any dispute regarding ownership or rights of use
or disposal or bankruptcy
procedures.
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7.
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Party
B acknowledges that any change of relevant clauses under the Entrusted
Loan Agreement shall not be subject to Party B’s consent, and Party B’s
guarantee obligation shall not be alleviated
therefor.
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Article
6 Rights and Obligations of the Parties
1.
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Without
the written consent of Party A, Party B shall not donate, lease, transfer
the possession of, convert the value into cash or dispose of the pledge
property hereunder in any other
ways.
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2.
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In
the event of sealing up, freezing or other compulsory measures on the
pledge property, Party B shall immediately notify Party A in writing and
Party B shall be obliged to notify the authority responsible for the
sealing up and freezing that the property concerned has been
pledged.
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3.
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In
the event of an objection or a dispute in relation with validity of the
ownership of or the legal disposal rights of the pledge property and the
pledge hereunder as raised by the third party during the pledge term,
Party B shall be responsible for all the liability and liable for all
Party A’s loss resulted therefrom.
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4.
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In
the event of a possibility of loss of or apparent decrease of the value of
the pledge property during the pledge term that is sufficient to threaten
the rights and interests of Party A, Party B shall provide corresponding
guarantee within 30 days upon Party A’s request. Provided that
the value decrease of the pledge property is not caused by Party A’s
fault, Party B shall provide a guarantee of which the value is equivalent
to the decrease value within 30 days. If Party B fails to do
so, Party A is entitled to dispose of the pledge property and use the
price obtained therefrom to offset the arrears in
advance.
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5.
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Party
B shall provide relevant documents and materials promptly, accurately and
completely per Party A’s request and subject itself to Party A’s
examination.
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6.
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Party
A is entitled to the natural derivatives from the objects of the
pledge.
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7.
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Party
A is entitled to derivative rights of the pledge equity (or
shares). Derivative rights of the pledge equity (or shares)
refer to bonus and other incomes from the pledge equity (or
shares).
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8.
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Party
B authorizes Party A to consult Party B’s credit with the basic credit
database of People’s Bank of China, credit database approved by the
authorities responsible for loan credit information collection or relevant
units, departments and persons. Party B agrees to provide its credit
information to the basic credit database of People’s Bank of China and the
credit database approved by relevant
authorities.
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Article
7 Default and Realization of the Pledge Rights
1.
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Party
B agrees and authorizes Party A to auction, sell or directly own or
dispose of the pledge property in other legal ways to realize the pledge
rights under any one of the following
circumstances:
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1)
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Party
C fails to repay the principal and interest on the due
date;
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2)
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The
Entrusted Bank recovers the loan in advance according to the Entrusted
Loan Agreement and the request of Party
A;
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3)
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Party
B or Party C is declared bankrupt or
dissolved;
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4)
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Party
B or Party C suffers from material deterioration of the business,
transfers assets or withdraws capitals contributed to evade the debts or
other circumstances where it may lose its performance capacity of the
repayment obligation.
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2.
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Unless
otherwise provided hereunder, any amounts paid by Party B to Party A to
fulfill the guarantee obligation or any amounts obtained from the disposal
of the pledge property shall be subject to the following sequences of
repayment:
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1)
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Costs
for realization of the creditor’s
rights;
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2)
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Interest,
delayed repayment interest and liquidated
damages;
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3)
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The
principal of the creditor’s rights;
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4)
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Other
amounts unpaid by Party C.
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Article
8 Registration, Transfer and De-registration of the Pledge
Property
1.
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In
the event that pledge registration is required, Party B shall be obliged
to duly complete the pledge registration formalities with relevant
documents upon execution hereof. The originals of the right
vouchers of the pledge property shall be under the custody of Party A
during the pledge term.
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2.
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Party
B shall immediately transfer the originals of the right voucher to Party A
for preservation if the right voucher needs to be transferred to Party A
upon execution hereof.
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3.
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This
Agreement shall be terminated upon the repayment of all the debts by Party
C or Party B. Party A shall immediately return the originals of
the right vouchers to Party B and issue written documents regarding its
consent to pledge de-registration. The de-registration formalities are to
be conducted by Party B. Party B agrees, that Party C can be entrusted to
handle the matters about obtaining the originals of the right voucher and
pledge de-registration.
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Article
9 Relevant Costs
1.
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Party
C shall assume the costs of storage fee, assessment fee, verification fee,
insurance fee and notarization fee
hereunder.
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2.
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Party
C shall repay the amounts that Party A pays in advance due to Party C’s
failure to pay off the amounts hereunder. Party A is entitled
to claim interest calculated by the interest rate for current flow loan
for the same level as regulated by People’s Bank of China starting from
the date when Party A pays the said amounts in
advance.
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3.
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Party
C authorizes Party A and the Entrusted Bank to deduct the abovementioned
amounts and interest from any accounts
thereof.
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Article
10 Reservation of Rights
During the performance
period hereof, in the event Party B delays its performance, any tolerance
or grace period granted by Party A or the Entrusted Bank on Party B’s any
default or delayed performance during the performance hereof shall not impair,
affect or restrict any and all the rights enjoyed by Party A under this
Agreement and relevant laws, or be deemed as Party A’s permission or implied
acceptance of any default, or be deemed as a waiver of the rights to take
actions against the current or future breach of Party B.
Article
11 Notice
Party B
shall notify Party A in advance of any change of addresses, telephone numbers
and facsimile numbers, otherwise it shall be deemed as fulfillment of the notice
obligation when Party A sends the notice to the address and number as originally
provided by Party A.
Article
12 Supplement and Modification
Any
modification or supplement hereto shall be conducted in writing.
Article
13 Applicable Laws and Dispute Settlement
This
Agreement is governed by the Laws of People’s Republic of China. The
Parties may negotiate to resolve the disputes arising out of the performance
hereof; if the dispute cannot be resolved by negotiation, it may be resolved by
the 1st
means of the followings:
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1.
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Litigation:
institute a legal action with the People’s Court of Shenzhen with
jurisdiction;
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2.
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Arbitration:
institute an arbitration proceeding with the_____ arbitration organization
of the followings and the effective arbitration rule of the arbitration
organization when the application is filed is
applicable:
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(1)
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South
China Sub-commission of China International Economic and Trade Arbitration
Commission;
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(2)
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Shenzhen
Arbitration Commission
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Article
14 Effectiveness
This
Agreement becomes effective upon execution and stamping by the authorized
signatories of the Parties (If the Party is a natural person, the Agreement
becomes effective upon execution.)
Article
15 Originals
This
Agreement has three originals with the same effect and force and each of the
three Parties holds one.
Article
16 Other Clauses
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
Party
A:
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Shenzhen Small &
Medium Enterprises Credit Guarantee Centre Co., Ltd. Official
Stamp )
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Signatory
with Authorization: /s/
[illegible
signature] (Signature)
Signature
Date:
Year
Month
Day
Party B:
Wu Zuxi (ID card No.)(Official
Stamp)
Signatory
with Authorization:
/s/ Wu
Zuxi (Signature)
Signature
Date:
Year
Month
Day
Party C:
Feigeda Electronic (SZ) Co., Ltd. (Official
Stamp)
Signatory
with Authorization:
/s/ [illegible
signature] (Signature)
Signature
Date:
Year
Month
Day