Shares Pledge Agreement
This
Agreement was signed by both parties in Xi’an, the People’s Republic of China
(“PRC”) on 25th September, 2008.
Xxxxxxx
(hereinafter referred to as Party A):
Pu
Jun,
ID number: 610113197305172133
Xxxxx
Xxxx, ID number: 000000000000000000
Pledgee
(hereinafter referred to as Party B) :
Xi’an
Huifeng Bio-Technic Inc.
Registered
Address: 16B/F, Ruixin Bldg, Gaoxin RD, Xi’an, PRC.
Whereas:
1.
Since
the date when this agreement is signed, the members of Party A is the
shareholder of XI’AN QINBA XINTONG MEDICAL LTD., Pu Jun holds 50% and Xxxxx Xxxx
holds 50% of the equity of XI’AN QINBA XINTONG MEDICAL LTD.,
2.
Party
B is a wholly foreign-owned enterprise established under the laws of PRC, and
registered at Administration of Industry and Commerce Bureau of Xi’an, with the
legally valid business license number:
002469
Shaanxi;
3.
XI’AN
QINBA XINTONG MEDICAL LTD, is a sole proprietorship enterprise established
in
accordance with the laws of P.R.C., and registered at Administration of Industry
and Commerce Bureau of Xi’an. It legally exists to date, with the legally valid
business license No.6101001401713.
4.
XI’AN
QINBA XINTONG MEDICAL LTD., and Party B have signed the Entrusted Management
Agreement dated 25th September, 2008. The management of XI’AN QINBA XINTONG
MEDICAL LTD., is entrusted to Party B. In order to protect the interests of
Party B, Party A agrees to pledge 100% of the shares of XI’AN QINBA XINTONG
MEDICAL LTD, which they own to Party B.
5.
Party
B accepts the pledge by Party A of all of the issued and outstanding shares
of
owned by Party A which consists of 100% of all issued and outstanding shares
of
XI’AN QINBA XINTONG MEDICAL LTD.
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.
Article
1 Guaranteed Obligations
The
shares are being pledged to guarantee all of the rights and interests Party
B is
entitled to under the Transaction Documents.
Article
2 Pledged Properties
The
pledged properties are 100% of the issued and outstanding shares of XI’AN QINBA
XINTONG MEDICAL LTD. that are currently held by Party A.
Article
3 Scope of Guaranteed Obligations
The
scope
of the guaranteed obligations is all rights and interests Party B is entitled
to
in accordance with all the Transaction Documents.
Article
4 Pledge Procedure and Registration
Party
A
shall, within 10 days after the date of this Agreement, process the registration
procedures with Xi’an 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 written 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 Party A and the authorized
representatives of the Parties with seals affixed;
6.2
Upon
the effectiveness of this Agreement and unless otherwise agreed upon in writing
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.
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Article
8 Liability for Breach of Agreement
Upon
the
effectiveness of this Agreement, the Parties hereto shall perform her respective
obligations under the Agreement. Any failure to perform the obligations
stipulated in the Agreement, in part or in whole, shall be 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 arises, 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.
11.2
The
Agreement shall be executed in six copies, both in Chinese and English. Party
A
holds two Chinese and two English originals, Party B 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
ascribed in the first page.
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[No
Text
Below, Signature Page Only]
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/s/
Pu Jun
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(Attached with ID copy)
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/s/
Xxxxx Xxxx
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(Attached with ID copy)
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Party
B:
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Xi’an
Huifeng Bio-Technic Inc. (seal)
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Legal
representative (signature):
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/s/
Jing’xx Xxxx
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