Shares Pledge Agreement
This
Agreement was signed by both parties in Fuzhou, Fujian Province, P.R.C. on
July
25, 2008.
Xxxxxxx
(hereinafter referred to as Party A) :
Zhao
Min, A
citizen
of P.R.C.,
And
the
Identity Card Number: 350111196808040358
Zheng
Minyan, A
citizen
of P.R.C.,
And
the
Identity Card Number: 350402801017202
Jiangle
Jianlong Mineral Industry Co., Ltd.,
And
the
Business License Number: Xx Xx Xxxx Xxxx Fu Zi No.000264
Pledgee
(hereinafter referred to as Party B) :
Green
Planet Bioengineering Co., Ltd.
Registered
Address:
#000
xx
Xxxxxx Xxxxxxx, #000, Xxxx Ye Nan Road, Sanming City
Whereas:
1.
Since
the date when this agreement is signed, the members of Party A are the only
shareholders of Sanming Huajian Bio-Engineering Co., Ltd. (The “Sanming
Huajian”), and hold all of the equity of Sanming Huajian.
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 Sanming, with
the legally valid business license number 350400400003046;
3.
Sanming Huajian is an
enterprise registered in Sanming City, Fujian Province, and legally existing
to
date. The number of its business license is 350400100007408.
4.
Sanming Huajian and Party B have signed the Entrusted Management Agreement
dated July
25,
2008 and
Exclusive Option Agreement dated July 25, 2008.
The
management of Sanming Huajian is entrusted to Party B. In order to protect
the
interests of Party B, Party A agree to pledge 100% of the shares of Sanming
Huajian they owned to Party B.
5.
Party
B accepts the pledge of Sanming Huajian’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
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
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 Sanming Huajian 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 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 Sanming 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 the Parties 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]
Party
A: ___________________(Signature)
____________________(Signature)
Zhao
Xxx Xxxxx
Minyan
Jiangle
Jianlong Mineral Industry Co., Ltd. (Seal)
Legal
Representative
(Signature):
Party
B: Green
Planet Bioengineering Co., Ltd. (Seal)
Authorized
representative (signature):
