Stock Right Pledge Agreement
Stock
Right Pledge Agreement
The
Stock
Right Pledge Agreement is signed by and between the following both parties
on
December 27, 2007.
Party
A:
Century City Infrastructure Facility Co. Ltd.
Address:
Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun
Hi-tech Development Zone.
Party
B:
Xxxx Xx, Chinese citizen.
Chinese
ID No.: 000000000000000000
Address:
Xx.000 Xxxxxxxx 0, Xxxxxxxxxxxx Xxxxxxxxx, Xxxxx Garden, Haidian District,
Beijing
Yu
Mao,
Chinese citizen.
Chinese
ID No.: 44030119560928411X
Address:
No.408 Xxxx 0, Xxxxxxxx 00, Xxxxx Xxxxxxx, Xxxxx Xxxx, Xxxxx District, Shenzhen,
Guangdong
(Xxxx
Xx
and Xx Xxx are referred to as “Party B”)
Whereas:
| 1. |
Whereas
Party A is a legal and valid wholly foreign owned enterprise established
according to the laws of the People’s Republic of China. A series of
agreements as such <<Business Cooperation and Consulting Service
Agreement>> (hereinafter referred to as “Service Agreement”) were
signed by and between Party A and Party B who owns the Shanghai New
Century City Infrastructure Co., Ltd (hereinafter referred to as “ New
Century”) on
2007.
|
| 2. |
Whereas
Party B, the citizen of the People’s Republic of China( hereinafter
referred to as “China”) holds 100% shares of New Century, which is a
limited company established according to the laws of China in
Shanghai.
|
| 3. |
Whereas
in order to guarantee that Party A could legally charge the technical
consulting service under the Service Agreement from Party B who owns
New
Century, Party B shall pledge his whole shares in New Century as the
charge of technical consulting service under Service
Agreement.
|
Whereas
the statement above-mentioned, the both parties conclude the agreement as per
the following conditions and terms through negotiation:
1 Definition
Unless
otherwise stipulated in the agreement, the following terms mean:
| 1.1 |
Pledge
right means the whole content of 2 in the
agreement.
|
| 1.2 |
Stock
right means 100% of the whole shares of New Century held by Party B
legally
|
| 1.3 |
Pledge
rate means the proportion between the value of the pledged shares under
the agreement and exclusive technical consulting service
charge.
|
| 1.4 |
Pledge
term means the period stipulated in condition3.2 in the
agreement.
|
| 1.5 |
Service
agreement means the <<Business Cooperation and Consulting Service
Agreement>> signed by and between New Century and Party A on
2007.
|
| 1.6 |
Events
of default mean the items listed in 7 in the
agreement.
|
| 1.7 |
Notice
of default means the notice sent by Party A to declare the events of
default as per the agreement.
|
| 1.8 |
2 Pledge
Right
| 2.1 |
Party
B shall pledge all the shares held by him in New Century to Party
A as the
guaranty of Party B\’s technical consulting service charge under the
Service Agreement.
|
| 2.2 |
Pledge
right under the agreement means the priority owned by Party A to
be paid
by discount of shares given by Party B to Party A as pledge, legal
auction
or sale of shares.
|
3 Pledge
Rate and Pledge
Term
Pledge
Rate
The
stock
pledge rate under the agreement is all 100%.
| 3.2 |
Pledge
Term
|
| 3.2.1 |
The
pledge comes into effect since the day when the agreement is signed.
|
| 3.2.2 |
During
the time of pledge, if New Century fails to pay for the technical
consulting service charge as per the agreement, Party A will have
the
right to exercise the pledge right according to the stipulations
in the
agreement.
|
4 Possession
and Treatment of the Evidence of the Pledge Right
| 4.1 |
In
the pledge term of the agreement, Party B shall let Party A keep
the
capital contribution certificate and name list of shareholders. Party
B
shall render the said certificate and name list to Party A within
one week
after the day when the agreement is
signed.
|
| 4.2 |
Party
A has the right to get the bonus brought by stock
right.
|
5 Party
B’s Declaration and Promise
| 5.1 |
Party
B is the legal owner of the stock
right.
|
| 5.2 |
Anytime,
once Party A exercise his right according to the agreement, any other
party shall not disturb him.
|
| 5.3 |
Party
A has the right to implement or assign the pledge
right.
|
| 5.4 |
Party
B doesn’t create any other pledge right on stock right except to Party
B.
|
6 Party
B’s Promise
| 6.1.1 |
Party
B shall not assign the stock right, create any pledge that may affect
Party A’s rights and benefit, or allow it to exist without Party A’s
approval in advance, except assigning the stock right to Party A
or the
person appointed by him according to the exlusive purchase rights
agreement entered into among Party A , Party B and New Century.
on
2007.
|
| 6.1.2 |
Party
B shall abide by and execute the provisions of all the laws and rules
concerning the pledge. When receiving the notices, instructures or
advice
sent or made by the relevant authorities, Party B shall conform to
them
above-mentioned or put forward dissenting opinions and statements
concerning them above-mentioned as per Party A’s reasonable requirement or
agreement.
|
| 6.1.3 |
Party
B shall inform PartyA of any event or information that may affect
Party
B’s stock right or any other right, and change Party B’s any promise,
obligation or affect Party B’s performance obligation in the
agreement.
|
| 6.2 |
Party
B guarantee that the right, which Party A has to implement the pledge
right as per the conditions and terms in the agreement, shall not
be
interrupted or hampered in the law procedure by Party B, his heir,
his
trustor or any other person.
|
| 6.3 |
In
order to protect or complete the guaranty of payment for the technical
consulting service charge under Service Agreement in the agreement,
Party
B promises to sign the agreement honestly, promote other party with
benefits conceining pledge right to sign the certificate of right,
contract asked by Party A, and/or perform and promote other relevant
parties to perform the action asked by Party A, provide convenience
for
Party A to exercise the rights granted in the agreement, sign all
relevant
change documents of certificate of stock right with Party A or the
person
appionted by him (natural person or legal entity)and render all the
relevant necessary notice, order and decision concerning pledge right
to
Party A.
|
| 6.4 |
Party
B promises to conform to and perform all the guaranty, promise, agreement,
statements and conditions for Party A’s favor. In case Party B fails to
conform to the above stipulations, he shall pay Party A for all the
losses
arising from thereof.
|
7 Events
of Default
The
following items are all regarded as events of default:
| 7.1.1 |
New
Century fails to pay for the due technical consulting service charge
under
Service Agreement on time and
completely;
|
| 7.1.2 |
There
are substantial misleading or wrong words in the declaration and
promise
of 5 made by Party B, and/or Party B breaks the declaration and promise
in
5 of the agreement;
|
| 7.1.3 |
Party
B breaks the promises of 6 in the
agreement.
|
| 7.1.4 |
Party
B violates any condition and term in the
agreement;
|
| 7.1.5 |
Apart
from the stipulations of 6.1.1 in the agreement, Party B gives up
the
pledged stock right or assigns it without the written approval given
by
Party A;
|
| 7.1.6 |
Party
B’s ability of performance obligations under the agreement is regarded
to
be affected by Party A, due to Party B’s any other external load,
guaranty, promise or other oligations of repayment: (1)They are asked
to
repay or perform in advance because of agreement violation; or(2)
They are
not repayed or performed on due
time.;
|
| 7.1.7 |
Party
B couldn’t repay the general debt due or other
debts;
|
| 7.1.8 |
The
agreement is considered as unlegal or Party B couldn’t continue to perform
the obligations under the agreement due to the issue of the relevant
laws;
|
| 7.1.9 |
All
the agreements, allowances, approvals or authorizations, granted
by
government authority and necessary for the agreement to be carried
out,
legalized or enter into effect, are withdrawn, interrupted, invalid
or
there are substantial modifications in
them;
|
| 7.1.10 |
Party
B’s ablity of performance obligation under the agreement is regarded
to be
affected by Party A due to unfavorable condition of property owned
by
Party B;
|
| 7.1.11 |
The
heir or agent of New Century could only perform part of the payment
obligation under Service Agreement or defy to perform
it.;
|
| 7.1.12 |
The
other conditions under which Party A could not exercise and deal
with
pledge right according to the relevant
laws;
|
| 7.2 |
Party
B shall give a written notice of the items to Party A, if he knows
or
finds the any event in 7.1 above-mentioned or the event that may
lead to
their happening has taken place.
|
| 7.3 |
Unless
the events of default listed in 7.1 have been solved satisfyingly
for
Party A’s favor, Party A could ask Party B to pay at once all the debt and
other payables or deal with pledge right as per the stipulation of
Article8 in the agreement, through sending the written notice of
violation
to Party B when Party B is violating the agreement or anytime after
it
happened.
|
8 Party
A’s Right
| 8.1 |
Party
B shall not assign the stock right without the written approval given
by
Party A, before the technical consulting service charge dispulated
stipulated in Service Agreement is not completely paid
up.
|
| 8.2 |
When
Party A exercises pledge right, he shall send the notice of violation
to
Party B/
|
| 8.3 |
Party
A may exercise and deal with pledge right anytime when and after
he sends
the notice of violation to Party B as per condition
7.3
|
| 8.4 |
When
Party A deals with pledge right according to the agreement, Party
B shall
not hamper, but offer the necessary help to him to realize his pledge
right.
|
9 Assignment
| 9.1 |
Unless
receiving the written approval of Party A in advance, Party B has
no right
to present or assign the rights and obligations under the
agreement.
|
| 9.2 |
The
agreement is binding upon both of Party B and his heir, and is valid
for
Party B and each heir and assignee.
|
| 9.3 |
Party
A may assign all or any right and obligation to his appointed person
(natural person or legal entity) anytime. Under that condition, the
assignee has and bear the rights and obligations equal to that of
Party A
under the agreement. When Party A assigns the rights and obligations
under
the agreement, Party B shall accordingly assign the relevant agreement
and
/ or documents signed by and between Party A and Party B as required
by
Party A.
|
| 9.4 |
The
new both parties of pledge shall sign an agreement of pledge due
to the
change of Party A in the agreement, as a result of the
assignment.
|
| 10 |
Termination
|
| 10.1 |
The
agreement shall be terminated when the technical consulting service
charge
under Service Agreement has been paid up, and New Century has no
longer
born any obligation under Service
Agreement.
|
| 11 |
Service
Charge and Other Expenses
|
| 11.1 |
All
the charges and actual expenses concerning the agreement, including
but
not limit to legal expenses, cost, stamp tax and any other taxes,
expenses
etc. shall be all born by Party B. If Party A shall pay the relevant
taxes
according to the provisions of the law, Party B will pay a complete
compensation to Party A for the tax paid by
him/
|
| 11.2 |
In
case Party A lodges a claim against Party B by all means or adopting
any
way, due to his fails to pay his due taxes, expenses or other reasons,
Party B shall bear all the expenses arising from thereof( including
but
not limit to various tax, service charge, management fee, court fee,
consult fee, attorney’s fee and all kinds of insurance premiums
etc.)
|
| 12 |
Force
Majeure
|
| 12.1 |
When
the performance of the agreement is delayed or hampered due to any
event
of “force majeure ”, the party whose performance is affected by force
majeure shall not bear any responsility under the agreement for the
delayed or hampered performance part of the agreement. Force majeure
events mean any event that goes beyond one party\s reasonable control
range and can not be avoided with the affected party’s reasonable
attention, including but not limit to government action, natural
force,
fire, explosion, change of geography, storm, flood, earthquake, tide,
flashing, or war. However, credit status, capital or lack of financing
shall not be regarded as one of that. The party whose performance
is
affected by the event of “ force majeure” and who asks for exemption of
responsility shall inform the other party of necessary process to
complete
the performance.
|
| 12.2 |
The
party whose performance is affected by the event of “force majeure” shall
not bear any responsibility under the agreement for that. However,
only
under the condition that the affected party has tried his reasonable
and
practical effort to perform the agreement, he may ask for and win
exemption of responsibility performance just for the part of delayed
or
hampered performance. Once the cause of that exemption of responsibility
is corrected and made up, the both parties agrees to try their best
to
restore to the performance under the
agreement.
|
| 13 |
Disputation’s
Settlement
|
| 13.1 |
The
agreement is subject to and construed by the laws of
China.
|
| 13.2 |
In
case there are disputations arising from the interpretation and
performance of the clauses under the agreement between the both parties
of
the agreement, the both parties shall settle them through friendly
negotiation. Should no settlement be reached through negotiation,
both
parties may submit the case to China International Economic and Trade
Arbitration Commission for arbitration. The current and valid arbitration
rules of the commission are applied. The place of arbitration is
in
Beijing. Chinese is applied in the arbitration. The award of the
arbitration shall be final and binding upon both parties. And it
can apply
to any court with jurisdiction for compulsory
execution.
|
| 14 |
Notice
|
| 14.1 |
All
the notices sent by both parties in the agreement to perform the
rights
and obligations under the agreement shall be made in the written
form.
When the notice is delivered by special person, it shall be subject
to the
actual arrival; When it is delivered by wire or fax, it shall be
subject
to the time the notice is sent; If the day to arrive is not the business
day or is after the the business time, the next business day following
the
day is the day to arrive. The place of arrival is the address of
the
person concerned in the first page of the agreement or the appointed
address that is informed of in the written form anytime in the following
days, including by fax and wire.
|
| 15 |
Annex
|
| 15.1 |
The
annexes as listed in the agreement shall form an integral part of
the
agreement.
|
| 16 |
Enter
into Effect
|
| 16.1 |
The
agreement and its modification, supplement or change shall be made
in the
written form, and enter into effect after signature and
stamp
|
| 16.2 |
The
agreement is made out in two originals, each copy written in Chinese
and
English languages. In case of any divergence of interpretation, the
Chinese text shall prevail.
|
(There
is
no body of text in the following part)
The
page
is used to sign for the stock right pledge agreement. The agreement is signed
in
the first page with the definite date by and between the following both
parties:
Party
A:
Century City Infrastructure Facility Co. Ltd. (seal)
Legal
representative: Yu
Mao
(Signed)
Party
B:
Xxxx Xx
Xxxx
Xx
Signed
Yu
Mao
Yu
Mao
Signed
Annex:
| 1. |
the
Name List of New Century Shareholders
|
| 2. |
the
Capital Contribution Certificate of New Century
|
| 3. |
<<Business
Cooperation and Consulting Service
Agreement>>
|
