Shares Pledge Agreement
Exhibit 10.59
This
Agreement was signed by both parties in Jianou City, Fujian Province, P.R.C. on
September 27, 2009.
Xxxxxxx
(hereinafter referred to as Party A) :
Xxxx Xxxxxxx, A citizen of
P.R.C.,
And the
Identity Card Number: 330621197112286799
Xx Xxxxxx, A citizen of
P.R.C.,
And the
Identity Card Number: 330621197510251727
Tang Shuiyou, A citizen of
P.R.C.,
And the
Identity Card Number: 330621194512026773
Pledgee (hereinafter referred to as
Party B):
Fujian
Xxxxxx Xxxxxx Technology Co., Ltd.
Registered
Address:
Shui Xi
Bei Xxx Xxx, Jianou City, Fujian Province, China
Whereas:
1. Since
the date when this agreement is signed, the members of Party A are the
shareholders of Jianou Lujian Foodstuff Co., Ltd. (The “Jianou Lujian”), and
hold all of the equity of Jianou Lujian.
2. Party
B is a wholly foreign-owned company established under the laws of P.R.C., and
registered at Administration of Industry and Commerce Bureau of Jianou City,
with the legally valid business license number 0102394;
3. Jianou
Lujian is an enterprise registered in Jianou City, Fujian Province, and legally
exists to date. The number of its business license is 350783100011136.
4. Jianou
Lujian and Party B have signed the Entrusted Management Agreement dated
September 27, 2009. The
management of Jianou Lujian is entrusted to Party B. In order to protect the
interests of Party B, Everyone of Party A agrees to pledge 100% of the shares of
Jianou Lujian they own to Party B.
5. Party
B accepts the pledge of Jianou Lujian’s 100% 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 under the principle of
equality and mutual benefit and agree to be bound by the terms and conditions in
this agreement.
Article
1 Guaranteed Obligation
The
shares are being pledged to guarantee all of the rights and interests Party B is
entitled to under all related agreements by and between both
parties.
Article
2 Pledged Properties
The
pledged properties are 100% of the shares of Jianou Lujian that are currently
held by Party A and the proceeds thereof.
Article
3 Scope of Guaranteed Obligation
The scope
of the guaranteed obligation is all rights, interests and penalties etc. Party B
is entitled to in accordance with all the agreements signed by and between both
parties.
Article
4 Pledge Procedure and Registration
Party A
shall, within 10 days after the date of this Agreement, process the registration
procedures with Jianou Administration of 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 Party A and the authorized
representatives of Party B with seals affixed;
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
P.R.C.
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 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 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.
11.2 The
Agreement shall be executed in six (6) copies, both in Chinese and English.
Everyone of Party A holds one Chinese and one English original, 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
described in the first page.
[No Text
Below, Signature Page Only]
[Signature
Page]
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Party
A:
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(Signature)
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(Signature)
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Xxxx
Xxxxxxx
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Xx
Xxxxxx
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(Signature)
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Tang
Shuiyou
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Party B: Fujian Xxxxxx Xxxxxx
Technology Co., Ltd. (Seal)
Authorized
representative (signature):
