Exhibit 10.11
STOCK PLEDGE AGREEMENT
Xxxxxxx: Xx. Xxxxxx Xxxx
Pledgee: Jilin Xxxx Xxx Science and Technology Limited Company
Where as Xxxxxxx and Pledgee have entered an Equity and Claim Transfer Agreement
on May 11, 2007, in the agreement, Xxxxxxx agrees to pledge 95% of the
outstanding shares of Jilin Yicaotang Pharmaceutical Co., Ltd. ("YCT") after the
shares are transferred to Xxxxxxx, to ensure Xxxxxxx make payments to Pledgee
according to the schedule listed in the Equity and Claim Transfer Agreement.
This Stock Pledge Agreement is irrevocable, and is part of the Equity and Claim
Transfer Agreement.
1. Collateral
i) The collateral consists of the shares of YCT and any equity derived
from the shares.
ii) The collateral is pledged to secure a payment of 8,500,000 RMB.
2. Claims
i) Pledgee is entitled to a claim of 8,500,000 RMB over xxxxxxx pursuant
to the Equity and Claim Transfer Agreement.
ii) The claims of 8,500,000 RMB will be paid to Pledgee according to the
schedule listed in the Equity and Claim Transfer Agreement.
iii) Xxxxxxx has made the following declaration: 1. Xxxxxxx'x decision to
pledge the shares is made by him, and is his true intention. 2. Before
this Stock Pledge Agreement is signed, Xxxxxxx has not pledged the
shares of YCT to a party other than Pledgee, and before Xxxxxxx has
made full payment to Pledgee according to the schedule in the Equity
and Claims Transfer Agreement, Xxxxxxx will not pledge the shares of
YCT to any party other than Pledgee.
iv) Xxxxxxx agrees to not sign any agreements with a third party which the
agreement may harm the execution of the Equity and Claims Transfer
Agreement.
v) If the Equity and Claims Transfer Agreement is modified, this Stock
Pledge Agreement will be updated accordingly.
vi) If this Stock Pledge Agreement is caused to be modified or altered,
Xxxxxxx agrees to not reduce the responsibilities the Xxxxxxx has
before the Agreement is modified or altered.
vii) After this Stock Pledge Agreement is signed, Xxxxxxx is responsible to
assist the pledge registration.
3. Defaults
When any one of the following happens, Pledgee has the right to dispose the
collateral and any equities it derived, the income will be used towards the
payment to Pledgee according to the Equity and Claims Transfer Agreement.
i) Xxxxxxx has made false statement in this Stock Pledge Agreement or
failed to execute this Stock Pledge Agreement.
ii) Xxxxxxx failed to make payment according to the payment schedule in
the Equity and Claim Transfer Agreement.
iii) Xxxxxxx failed to comply with this Stock Pledge Agreement or the
Equity and Claim Transfer Agreement. Pledgee's rights on the
collateral includes (but not limited to) the following: 1. Claims the
title of the collateral, thus replace the shareholder status of
Xxxxxxx at YCT. 2. Dispose the collateral through transfer, sale,
auction sell or other methods, Xxxxxxx has no rights to interfere.
4. Validity
i) This Stock Pledge Agreement is effective once the Xxxxxxx has signed.
ii) This Stock Pledge Agreement is valid until the Xxxxxxx has paid in
full to the Pledgee.
Pledgee: Jilin Xxxx Xxx Science and Technology Limited Company
Address: 000 Xxxxxxxx Xxxxxx, Xxxx-Xxxx Development Area, Changchun, Jilin,
China
Signature: /s/ Lianqin Qu
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Name: Lianqin Qu, President
Xxxxxxx: Xxxxxx Xxxx
Signature: /s/ Xxxxxx Xxxx
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Date: May 11, 2007
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