Share Pledge Agreement
This Agreement is executed by:
(1) Pledgeor (hereinafter referred to as Party A): Dalian Fushi Enterprise
Group Co., Ltd., an enterprise registered in Dalian, PRC with a the registration
number of 2102002009195 on its legal and valid Business License; Xxxx Xxx, a
citizen of PRC with ID Card number of 210105681115317; Yang Xishan, a citizen of
PRC with ID Card number of 211202391010301; Xx Xxxxxxx, a citizen of PRC with ID
Card number of 210221571122078; and
(2) Pledgee (hereinafter referred to as Party B): Dalian Diversified
Product Inspections Bimetallic Cable Co., Ltd., a wholly foreign-owned
enterprise registered in Dalian, PRC, and the registration number of its legal
and valid Business License is 013282,
on the 13th day of December 2005 in Dalian, China.
Whereas:
1. Party A consists of all of the shareholders of Dalian Fushi
Bimetallic Manufacturing Co., Ltd. (hereinafter referred to as Dalian Fushi
Company), who legally hold all of the shares of Dalian Fushi Company, of which
Dalian Fushi Enterprise Group Co., Ltd. holds 87.73%, Yang Yue10%, Yang Xishan
1.64% and Xx Xxxxxxx 0.63%, representing100% of the capital stock of Dalian
Fushi Company. Dalian Fushi Enterprise Group Co., Ltd., Xxxx Xxx, Yang Xishan
and Xx Xxxxxxx shall act concurrently as an unitary actor under this Agreement.
2. Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd.
(hereinafter referred to as Party B) is a wholly foreign-owned enterprise
incorporated and existing within the territory of PRC in accordance with the law
of PRC, the registration number of its legal valid business license is 013282
and its legal registered address is Xx.00 Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx,
Dalian.
3. Dalian Fushi Company is an enterprise incorporated and existing
within the territory of PRC in accordance with the law of PRC, the registration
number of its legal valid business license is 2102131105371 and its legal
registered address is No. 000 Xxxx Xxxx, Jinzhou District, Dalian.
4. Party B intends to acquire all of the equity interests or assets
of Dalian Fushi Company. Prior to the completion of such acquisition, Party A
agreed to sell
the primary production machines to Party B, lease the remaining machines and
most of its land and manufacturing plants to Party B. In addition, Party A
agreed to entrust the management and operation of Dalian Fushi Company to Party
B. In order to protect the interests of Party B, Party A agrees to pledge the
100% shares of Dalian Fushi they own to Party B.
5. Party B accepts the pledge of these shares by Party A.
Therefore, in accordance with applicable laws and regulations of the
People's Republic of China, the Parties hereto reach the Agreement through
friendly negotiation in the principle of equality and mutual benefit and abide
by.
Article 1 Guaranteed Obligations
The shares are being pledged to guarantee all of the rights and interests
Party A is entitled to under all the agreements by and among Party A and Party
B.
Article 2 Pledged Properties
The pledge properties are 100% of the shares of Dalian Fushi Compay that
are currently held by Party A and the proceeds thereof.
Article 3 Scope of Guaranteed Obligations
The scope of the guaranteed obligations is all rights and interests Party
A is entitled to in accordance with all the agreements signed by and among Party
A and Party B.
Article 4 Pledge Procedure and Registration
Party A shall, within 10 days after the date of this Agreement, process
the registration procedures with Dalian Administration for Industry and
Commerce concerning the pledged shares.
Article 5 Transfer of Pledged Shares
Party A shall not transfer any of the pledged shares without the
permission of Party B during the term of this agreement.
Article 6 Effectiveness, Modification and Termination
6.1 This Agreement shall go into effect when it is signed by the
authorized representatives of the Parties with seals affixed;
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6.2 Upon the effectiveness of this Agreement and unless otherwise agreed
upon by the parties hereto, neither party may modify or terminate
this Agreement. Any modification or termination shall be in writing
after both parties' consultations. The provisions of this Agreement
remain binding on both parties prior to any written agreement on
modification or termination.
Article 7 Governing Law
The execution, validity, interpretation and performance of this Agreement
and the disputes resolution under this Agreement shall be governed by the laws
of PRC.
Article 8 Liability for Breach of Agreement
Upon the effectiveness of this Agreement, the Parties hereto shall perform
their respective obligations under the Agreement. Any failure to perform the
obligations stipulated in the Agreement, in part or in whole, shall deemed
breach of contract and the breaching party shall compensate the non-breaching
party for the loss incurred as a result of the breach.
Article 9 Settlement of Dispute
The parties shall strive to settle any dispute arising from the
interpretation or performance of 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 (the "CIETAC") in
accordance with its rules. The arbitration shall take place in Beijing. The
arbitration award shall be final, conclusive and binding upon both parties.
Article 10 Severability
10.1 Any provision of this Agreement that is invalid or unenforceable due
to the laws and regulations shall be ineffective without affecting
in any way the remaining provisions hereof.
10.2 In the event of the foregoing paragraph, the parties hereto shall
prepare supplemental agreement as soon as possible to replace the
invalid provision through friendly consultation.
Article 11 Miscellaneous
11.1 The headings contained in this Agreement are for the convenience of
reference only and shall not in any other way affect the
interpretation of the provisions of this Agreement.
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11.2 The Agreement shall be executed in five copies, both in Chinese and
English. Either party holds one Chinese and one English original,
and the remaining shall be kept for completing relevant procedures.
Each copy shall have equal legal force. In the event of any conflict
between the two versions, the Chinese version shall prevail.
11.3 In witness hereof, the Parties hereto have executed this Agreement
on the date described in the first page.
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[No Text Below, Signature Page Only]
Party A:
Dalian Fushi Enterprise Group Co., Ltd. (seal)
Authorized representative:
(signature)
Xxxx Xxx(signature)
Yang Xishan(signature)
Xx Xxxxxxx(signature)
Party B: Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd
(seal)
Authorized representative:
(signature)
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