Shares Pledge Agreement
Exhibit
10.8
Party
A: Guangxi Liuzhou Baicaotang Medicine Ltd.
Legal
Representative: Tang Huitian
Party
B: Shareholders of Liuzhou Baicaotang Property Management Ltd.
Representative:
Tang Huitian
Whereas,
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(1)
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Party
B totally holds the equity of Liuzhou Baicaotang Property Management Ltd.
(“BCT
Property”);
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(2
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Party
B borrowed RMB1,377,000.00 (“Loan”) from Party A on
February 25, 2009;
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(3)
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Party
B intends to pledge the equities it holds in BCT Property to Party A to
guarantee the Loan.
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Party A
and Party B hereby enter into the following Shares Pledge Agreement (“Agreements”):
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1.
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Party
B shall pay all the amount of Loan back to Party A no later than December
31, 2015.
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2.
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Party
B agrees to pledge all the equities it holds in BCT Property (“Pledged Equity”) to
Party A, and will register such pledge with the competent Authority of
Industry and Commerce (“AIC”) within ten (10)
days after this Agreement is executed by the
parties.
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3.
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The
scope of guarantee provided by the Pledged Equity includes: principal and
interest (as calculated by the loan rate of fluid capital of the
corresponding period issued by People’s Bank of China) of Loan, and all
legal costs, attorney fees, travel and accommodation expenses and other
necessary expenses paid by Party A for claiming its rights
herein.
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4.
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Party
A and Party B hereby agree that during the pledge
period:
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(1)
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Party
A may send its representative to attend the shareholders’ meeting of BCT
Property, executing shareholder’s power with in the extension of the
Pledge Equity；
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(2)
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Party
B may enjoy the equity interest；
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(3)
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Party
B shall not transfer the Pledged Equity to any third party without prior
written consent from Party A;
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(4)
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Party
B shall notice Party A before any internal equity transfer is
implemented.
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1
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5.
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If
Party B repays the Loan according to this Agreement, Party A will
deregister the pledged with the competent AIC within ten (10) days from
the date when Party B completely repays the Loan to Party
A.
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6.
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If
Party B fails to repay the debt according to this Agreement, Party A may
have the right to request Party B to complete the repayment within the
scope of the guaranty provided by Pledged Equity as set forth herein. If
the value of the Pledged Equity is insufficient to cover the Loan, Party B
shall be responsible for any balance due. Party A may take the money from
converting, auction or sale of the Pledged Equity to pay off the Loan with
its sole selection. Where the money from the converting, auction or sale
of the Pledged Equity is excess the amount of Loan, the excess amount will
belong to Party B. Where such money is insufficient to cover
the Loan, Party B shall be responsible for any balance
due.
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7.
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Any
dispute arising out of the performance of this Agreement shall be mutually
negotiated between the parties. When failing to get a
consistent settlement, any party may submit such dispute to the People’s
Court of Liunan District, Liu Zhou City for
determination.
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8.
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The
terms and conditions set forth in herein should not be modified unless
written agreed by the parties.
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9.
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This
agreement is made in nineteen counterparts with Party A holding two
copies, Party B holding sixteen copies and the other one copy will be
submitted to competent AIC for registration and filing. This Agreement
shall become binding in the date signed by the
Parties.
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Party
A: Guangxi Liuzhou Baicaotang Medicine Ltd.
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Legal
Representative：
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Date:
March 31, 2009
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Party
B: Shareholders of Liuzhou Baicaotang Property Management Co.,
Ltd
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Representative：
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Date:
March 31, 2009
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2
