Equity Pledge Agreement By and among The Indivudual Shareholders of Shanghai Atrip Medical Technology Co., Ltd. Anhante (Beijing) Medical Technology Co., Ltd. and Shanghai Atrip Medical Technology Co., Ltd. April 14, 2008
By
and among
The
Indivudual Shareholders of Shanghai Atrip Medical Technology
Co.,
Ltd.
Anhante
(Beijing) Medical Technology Co., Ltd.
and
Shanghai
Atrip Medical Technology Co., Ltd.
April
14, 2008
THIS
EQUITY PLEDGE AGREEMENT (hereinafter referred to as “this Agreement”) is entered
into in Shanghai, People’s Republic of China (“PRC”) as of April 14, 2008 by the
following parties:
(1)
The Individual Shareholders of Shanghai Atrip Medical Technology Co., Ltd.
(hereinafter
collectively called “Party A” or “Pledgors”)
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Name
of the
Shareholders
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Shareholding
Ratio (
%
)
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ID
Card No.
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Contact
Address
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▇▇▇▇
▇▇▇▇▇
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93.9
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310106196809272814
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Room
202, ▇▇.▇▇ ▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇
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▇▇▇▇
Fang
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4.25
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320504197607243041
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▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇.
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(2)
Anhante
(Beiijng) Medical
Technology Co., Ltd. (hereinafter called “Party B” or
“Pledgee”)
Registered
Address:
▇▇▇▇▇▇▇▇▇▇-▇, ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Palaze, No. 9
Building,
Manting Fangyuan Community, Qingyunli, Haidian District, Beijing
Legal
Representative: ▇▇▇▇ ▇▇▇▇▇
(3)
Shanghai
Atrip Medical
Technology Co. Ltd. (hereinafter called “Party C” or the
“Company”)
Registered
Address: ▇▇▇▇▇ ▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
Legal
Representative: ▇▇▇▇ ▇▇▇▇▇
(Pledgors,
Pledgee and the Company may be collectively called the “Parties” or “Each Party”
respectively hereunder.)
WHEREAS,
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1.
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The
Company is a domestic company incorporated and validly existing under
PRC
Laws, and its business license No. is 310105000284533;
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2.
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The
Pledgors, as the PRC citizens,
legally
hold 98.15% of equity interests in the
Company;
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1
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3.
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The
Pledgee, as a wholly foreign-owned enterprise, is duly incorporated
and
validly existing under the PRC Laws;
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4.
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The
Company signed a loan agreement (the “Loan Agreement”) on April 14, 2008
with Party B and Party A. According to this agreement, Party B will
entrust a local bank to grant the loan to the Company and Party A
agrees
to pledge all their equities in the Company as a guaranty of the
repayment
of the loan thereunder.
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5.
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Party
B signed a consigned management agreement the (“Consigned Management
Agreement”) on April 14, 2008 with Party C and Party A, and Party A agrees
to pledge all their equities in Party C to Party B as a guaranty
for the
performance of the obligations thereunder.
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6.
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Party
B signed a technology service agreement (the “Technology Service
Agreement”) on April 14, 2008 with Party C and Party A, and Party A agrees
to pledge all their equities in Party C to Party B as a guaranty
for the
performance of the obligations thereunder.
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7.
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The
Parties together with Shanghai Health Industry Development Center
signed
an exclusive purchase option agreement (the “Exclusive Purchase Option
Agreement”) on April 14, 2008, and the Parties agree that Party A shall
pledge all their equities in Party C to Party B as a guaranty of
the
performance of the obligations assumed by Party A and Party C thereunder.
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NOW
THEREFORE,
the
Parties, through friendly negotiations, hereby enter into this Agreement with
respect to the equity pledge.
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1.
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Definitions
and Interpretation
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Unless
otherwise provided in this Agreement, the following terms shall have the
following meanings:
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1.1
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“PRC”
refers to the People’s Republic of China, excluding the HongKong Special
Administrative Region, Macao Special Administrative Region and Taiwan
Province.
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1.2
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“PRC
Laws” refers to all PRC laws, administrative regulations and government
rules in effect.
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1.3
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“Pledged
Equity” refers to all the equity in the Company as provided in Article2.1.
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1.4
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“Main
Agreements” refers to the Loan Agreement, Consigned Management Agreement,
Technology Service Agreement and Exclusive Purchase Option Agreement
and
the Appendixes thereof (if applicable).
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2
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1.5
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“Right
of Pledge” refers to the right owned by the Pledgee to be first
compensated from the money converted from or the proceeds from the
auction
or sale of the Pledged Equity by the Pledgors to the Pledgee in the
event
of default of Pledgors and/or Party C, and such right shall cause
the
Pledgee to be entitled to the bonus arising from Pledged Equity.
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1.6
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“ABIC”
refers to the competent Administration Bureau of Industry and Commerce
with authorization in accordance with PRC Laws to register the Pledged
Equity hereunder, namely, the Shanghai Changning District Bureau
of
Industry and Commerce where the Company has registered.
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1.7
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“Event
of Default” refers to the event as defined in Article 8
hereunder.
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1.8
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“Business
Day” refers to any
day except Saturday, Sunday and other public holidays as permitted
by PRC
Laws.
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2.
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Equity
Pledge
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2.1
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The
Parties agree that Pledgors shall pledge all 98.15% of Equities in
the
Company to the Pledgee as a guaranty for the performance of the
obligations assumed by the Pledogors and/or the Company under each
of the
Main Agreements.
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2.2
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In
case the Pledgors increase the registered capital in the Company
during
the term of this Agreement, such increased capital held by the Pledgors
shall be equally deemed as the Pledged Equity.
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2.3
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In
case any act conducted by the Pledgors or the Company may cause the
Right
of Pledge damaged so as to harm the interests of the Pledgee, the
Pledgee
is entitled to require the Pledged Equity to be auctioned or sold
in
advance and the proceeds from such auction or sale shall be used
to
discharge the debt secured by the Pledged Equity in
advance.
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3.
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Registration
of the Pledge
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3.1
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Upon
the execution of this Agreement, the Pledgors shall cause the Company
to
record the Right of Pledge in the register of shareholders and deliver
it
with the common seal of the Company as well as the original of equity
contribution certificate of the Pledgors to the Pledgee for
keeping. Within
the term of this Agreement, Party B shall return the register of
shareholders and equity
contribution certificate
to
the Company for modification registration with ABIC, and the Company
shall
complete the modification registration within 10 days upon receipt
of the
register of shareholders and equity contribution certificate, and
the
Party A and the Company shall continue to deliver such modified register
of shareholders and equity contribution certificate to Party B within
2
days following the completion of the aforesaid
registration.
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3
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3.2
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The
Parties agree that the Pledgors and the Pledgee will promptly cause
the
Pledged Equity under this Agreement to be recorded at ABIC within
3 days
following the effectiveness of this Agreement, the Pledgee shall
give full
cooperation.
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3.3
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After
the signing of this Agreement, the Pledgors shall in accordance with
the
Pledgee’s written request which may be made by the Pledgee from time to
time, together with the Pledgee, notarized this agreement as well
as the
register of shareholders with the recorded Pledged Equity in a notary
public office as designated by the Pledgee, and Party A and the Company
shall give assistant with respect to the notarization following the
delivery of the notice with the request of notarization by Party
B.
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4.
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Representations
and Warranties
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4.1
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Each
Party under this Agreement represents and warrants to other Parties
that:
(1)
it has relevant power, rights and authorizations for the execution
hereof,
and performance of the obligations hereunder;
(2)
the execution and performance of this Agreement shall not violate
or
conflict with any of the terms and conditions of other agreements
sighed
between the Parties.
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4.2
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The
Pledgors represent and warrant to the Pledgee that:
(1)
they are the legal owner of the Pledged Equity, and Yang Fang has
fulfilled its obligation of capital contribution in the registered
capital
of the Company in accordance with the PRC Laws and the articles of
association of the Company;
Mr.
▇▇▇▇ ▇▇▇▇▇ has not paid up its capital contribution of RMB 2,565,000
to
the Company (which shall be paid before April, 2008), it hereby warrants
to the Pledgee that they will make full capital contribution in time
in
accordance with PRC Laws and the provisions of articles of association
of
the Company;
(2)
except for the Right of Pledge as setup hereunder, the
Pledged Equity is not subject to
any pledge, guaranty or other form of encumbrances;
(3)
they do not or will not transfer the Pledged Equity to any third
party or
make any agreements, whether oral or written with respect to the
transfer
of Pledged Equity.
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4.3
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The
Company
agrees to undertake the joint liability with respect to the
representations and warrants made by the Pledgors.
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4
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5.
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Obligations
of Pledgors
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5.1
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The
dividend and bonus arising from the Pledged Equity shall be deposited
in
an escrow account for the supervision of the Pledgee.
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5.2
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Apart
from the encumbrance set forth hereunder and under the Exclusive
Purchase
Option Agreement, without the Pledgee’s prior written consent, the
Pledgors shall not sell, transfer, mortgage or otherwise dispose
of the
Pledged Equity, nor shall place encumbrances on such Pledged
Equity.
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5.3
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Without
the Pledgee’s prior written consent, the Pledgors shall not supplement or
amend the articles of association of the Company, its wholly owned
and
holding subsidiaries (including the company whose equity has consigned
to
the Company) in any manner, nor shall it increase or decrease the
registered capital or change the shareholding structure of the
Company in
any manner.
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5.4
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The
Pledgors shall cause the Shareholders’ General Meeting not to approve for
the resolutions on the dissolution, liquidation and change of legal
form
of the Company, its wholly owned and holding subsidiaries.
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5.5
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The
Pledgors shall not cause the Shareholders’ General Meeting not to approve
for any Profit Distribution Proposal, nor shall accept such distributed
dividend without the Pledgee’s prior written consent.
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5.6
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At
the Pledgee’s request, the Pledgors shall provide the Pledgee with all
information regarding the business operation and financial condition
of
the Company.
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5.7
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The
Pledgors shall not incur or succeed to any debts or liabilities
which may
adversely affect their equity interests in the Company without
the
Pledgee’s prior written consent.
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5.8
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The
Pledgors shall appoint, and appoint only, the candidates nominated
by the
Pledgee to the board of directors of the Company, and shall not
replace
such candidates without the Pledgee’s prior written consent.
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5.9
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The
Pledgors shall cause the Board of Directors of the Company not
to approve
any acquisition of, any consolidation with, or any investment in
any third
party without the Pledgee’s prior written consent.
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5.10
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The
Pledgors shall promptly notify the Pledgee of any pending or threatened
lawsuit, arbitration or administrative dispute which involve the
assets,
business or incomes of the Company, and take positive measures
against
aforesaid lawsuits, arbitrations or administrative dispute.
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5
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5.11
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The
Pledgors shall
not commit any conducts or omissions that may adversely affect
the assets,
business operation, the debts and liabilities of the Company without
the
Pledgee’s prior written consent.
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5.12
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To
the extent permitted by the PRC laws and regulations, and at any
time upon
the Pledgee’s request, the Pledgors shall promptly and unconditionally
transfer their equity interests in the Company to the Pledgee or
its
designated third party in accordance with the Exclusive Purchase
Option
Agreement, and cause other shareholders waive their rights of first
refusal with respect to such transfer.
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5.13
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The
Pledgors shall cause the directors of the Company approve for the
resolution in respect of the Equity Transfer or Assets Transfer
hereunder.
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5.14
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The
Pledgors shall make every efforts to cause the Company perform
the
obligations of Article 6 hereunder.
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5.15
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The
Shareholders shall, to the extent permitted by applicable laws,
cause the
business term of Party C (including the circumstance of change
of business
terms) not shorter than that of Party B(including the circumstance
of
change of business terms).
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5.16
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The
Pledgors shall strictly comply with the provisions of this Agreement,
and
effectively perform its obligations hereunder, and shall be prohibited
from committing any act or omission which may affect the validity
or
enforceability of this
Agreement.
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6.
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Obligations
of the Company
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6.1
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Without
the Pledgee’s prior written consent, it shall not supplement or amend the
articles of association or rules of the Company, its wholly-owned
and
holding subsidiaries (including the company whose equity has consigned
to
the Company) in any manner, nor shall it increase or decrease the
registered capital or change the shareholding structure of aforesaid
entities in any manner.
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6.2
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It
shall prudently and effectively maintain its business operations
according
to good financial and business standards so as to maintain or increase
the
value of its assets.
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6
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6.3
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Unless
as required necessary for the business operation of the
Company or upon prior written consent by Party B, it shall not
transfer,
mortgage or otherwise dispose of the lawful rights and interests
to and in
its assets or incomes, nor shall it encumber its assets and income
in any
way that would affect the Pledgee’s security interests.
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6.4
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It
shall not incur or succeed to any debts or liabilities unless as
required
necessary for the business operation of the Company or upon the
prior
written consent by Party B.
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6.5
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Without
the Pledgee’s prior written consent, it shall not enter into any material
contract (exceeding RMB5,000,000 in value).
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6.6
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Without
the Pledgee’s prior written consent, it shall not provide any loans or
guaranty to any third party.
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6.7
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At
the Pledgee’s request, it shall provide the Pledgee with all information
regarding its business operation and financial
condition.
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6.8
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The
Company shall purchase insurance from insurance companies acceptable
to
the Pledgee in such amounts and of such kinds as are customary
in the
region among companies doing similar business and having similar
assets.
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6.9
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Without
the Pledgee’s prior written consent, it shall not acquire or consolidate
with any third party, nor shall they invest in any third
party.
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6.10
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It
shall promptly notify the Pledgee of any pending or threatened
lawsuit,
arbitration or administrative dispute which involve its assets,
business
or incomes, and take positive measures against aforesaid lawsuits,
arbitrations or administrative dispute.
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6.11
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Without
the Pledgee’s prior written consent, it shall not distribute any dividends
to the Pledgors in any manner, and at the Pledgee’s request, it shall
promptly distribute all distributable dividends to the
Pledgors.
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6.12
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Without
the Pledgee’s prior written consent, it shall not commit any act or
omission that would materially affect its assets, business or
liabilities.
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7.
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Exercise
of Right of Pledge
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7.1
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The
Pledgee may exercise the Right of Pledge at any time following the
delivery of Notice of Default as provided in Article 8.2 to the
Pledgors.
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7.2
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The
Pledgee is entitled to be first compensated with the money converted
from
or the proceeds from auction or sale of all or part of Pledged Equity
in
accordance with legal proceedings unless the Pledgors has duly and
completely performed the obligations under Main Agreements.
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7
Equity
Pledge Agreement
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7.3
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Within
the term of this Agreement, If the Pledged Equity hereunder is subjected
to any compulsory measures implemented by a court or other departments
due
to the Pledgors’ failing to repay the debts which fall due or violation of
PRC Laws or state policies etc., the Pledgors shall,
(1)
notify the Pledgee in written form of such compulsory measures within
three (3) days following its occurrence;
(2)
use all efforts (including but not limited to provide other security
to
the court or other government authorities), in order to dismiss the
compulsory measures taken by the court or other government authorities
over the Pledged Equity.
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7.4
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The
Pledgors shall not hinder the Pledgee from exercising the Right of
Pledge
and shall give necessary assistance so that the Pledgee could realize
its
Right of Pledge.
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8.
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Event
of Default
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8.1
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The
following events shall be regarded as the Events of Default:
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8.1.1
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Any
Party breaches any of the representations or warranties
hereunder;
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8.1.2
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The
Pledgors and/or the Company breaches any of the representations or
warranties under the Main Agreements;
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8.1.3
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The
Pledgors and/or the Company fail(s) to duly and completely perform
the
obligations hereunder;
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8.1.4
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The
Pledgors and/or the Company fail(s) to duly and completely perform
the
obligations under the Main Agreements;
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8.1.5
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Any
other external borrowing, guaranty, compensation or other liabilities
of
the Pledgors: (1) is required for an early repayment or performance
prior
to the scheduled date due to any breach by the Pledgors; or (2) is
due
but
can not be repaid or perform as scheduled, which , at the discretion
of
the Pledgee, has an adverse effect on the Pledgors’ ability of performing
the obligations under this Agreement;
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8.1.6
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The
Company fails to repay the debts which fall due;
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8.1.7
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The
properties owned by Pledgor have significant adverse changes, which,
at
the discretion of Pledgee, have an adverse effect on the Pledgor’s ability
of performing the obligations under this
Agreement.
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8
Equity
Pledge Agreement
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8.2
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Unless
the Pledgors take the action to Pledgee’s satisfaction to remedy the
defaults as listed in Article 8.1 hereof, Pledgee may give a written
notice about default (“Notice of Default”) to the Pledgors when such
default occurs or at any time thereafter.
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9.
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Taxes
and Expenses
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9.1
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The
Parties shall pay, in accordance with relevant PRC laws and regulations,
their respective taxes and expenses arising from the execution and
performance of this Agreement.
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10.
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Assignment
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10.1
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The
Pledgors shall not transfer part or all of the rights and obligations
under this Agreement without prior written consent from the Pledgee.
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10.2
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To
the extent being permitted by law, the Pledgee shall
have the right to transfer any or all of its rights and obligations
under
this Agreement to any third party upon a six (6) -day written notice
to
the Pledgors or the Company without its
approval.
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11.
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Effectiveness
Modification
and Cancellation
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11.1
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This
Agreement shall be executed on the date set forth in the first page
and
shall become effective on the day on which the Pledged Equity is
recorded
on the register of the shareholders.
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11.2
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The
modification of this Agreement shall not be effective without written
agreement through negotiation. If the Parties could not reach an
agreement, this Agreement remains effective.
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11.3
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This
Agreement shall not be discharged or canceled without written agreement
through negotiation.
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11.4
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If
Party B fails to provide the loan in accordance with the Loan Agreement,
this Agreement shall be automatically
terminated.
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12.
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Confidentiality
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12.1
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Any
information, documents, data and all other materials (herein “Confidential
Information”) arising out of the negotiation, signing, and implement of
this Agreement, shall be kept in strict confidence by the Parties.
Without
the written approval by the other Parties, any Party shall not disclose
to
any third party any Confidential Information, but the following
circumstances shall be
excluded:
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9
Equity
Pledge Agreement
|
a.
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The
materials that is known or may be known by the Public (but not include
the
materials disclosed by each Party
receiving the Confidential Information);
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b.
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The
materials required to be disclosed subject to the applicable laws
or the
rules or provisions of stock exchange; or
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c.
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The
materials disclosed by each Party to its legal or financial consultant
relating the transaction of this Agreement, and this legal or financial
consultant shall comply with the confidentiality set forth in this
Section. The disclosure of the Confidential Information by staff
or
employed institution of any Party shall be deemed as the disclosure
of
such Confidential Information by such Party, and such Party shall
bear the
liabilities for breaching the contract.
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12.2
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This
Clause shall survive whatever this Agreement is invalid, amended,
revoked,
terminated or unable to implement by any
reason.
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13.
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Force
Majeure
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13.1
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An
event of force majeure means an event that could not be foreseen,
and
could not be avoided and overcome, which includes among other things,
but
without limitation, acts of nature (such as earthquake, flood or
fire),
government acts, strikes or riots.
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13.2
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If
an event of force majeure occurs, any of the Parties who is prevented
from
performing its obligations under this Agreement by an event of force
majeure shall notify the other Party without delay and within fifteen
(15)
days of the event provide detailed information about and notarized
documents evidencing the event and take appropriate means to minimize
or
remove the negative effects of force majeure on the other Party,
and shall
not assume the liabilities for breaching this Agreement. The Parties
shall
keep on performing this Agreement after the event of force majeure
disappears.
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14.
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Applicable
Law and Dispute Resolution
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14.1
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The
execution, validity, construing and performance of this Agreement
and the
disputes resolution under this Agreement shall be governed by the
laws and
regulations of the PRC.
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10
Equity
Pledge Agreement
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14.2
|
The
Parties shall strive to settle any dispute arising from or in connection
with 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 Beijing
Arbitration Commission for arbitration in accordance with its rules.
The
arbitration award shall be final conclusive and binding upon the
Parties.
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14.3
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During
the process of dispute-resolution, the Parties shall continue to
perform
other terms under this Agreement, except for provision of dispute
resolution.
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15.
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Miscellaneous
|
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15.1
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Entire
Agreement
|
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The
Parties acknowledge that this Agreement constitutes the entire agreement
of the Parties with respect to the subject matters therein and supersedes
and replaces all prior or contemporaneous oral or written agreements
and
understandings.
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15.2
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Successor
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This
Agreement shall bind and benefit the successor of each Party and
the
transferee permitted hereunder with the same rights and obligations
as if
the original parties hereof.
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15.3
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Notice
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Any
notice required to be given or delivered to the Parties hereunder
shall be
in writing and delivered to the address as indicated below or such
other
address or as such party may designate, in writing, from time to
time. All
notices shall be deemed to have been given or delivered upon by personal
delivery, fax and registered mail. It shall be deemed to be delivered
upon: (1) registered air mail: 5 business days after deposit in the
mail;
(2) personal delivery or delivery by fax: 2 business days after
transmission. If the notice is delivered by fax, it should be confirmed
by
original through registered air mail or personal delivery.
|
The
Representative designated by Party A:
Contact
person: ▇▇▇▇ ▇▇▇▇▇
Address:
2A, ▇▇▇▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel:
▇▇▇-▇▇▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇▇▇▇▇▇
11
Equity
Pledge Agreement
Party
B:
Contact
person: ▇▇▇▇ ▇▇▇▇▇
Address: 2A,
▇▇▇▇▇▇▇▇▇, ▇▇.▇▇▇ ▇▇
▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇▇-▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
Tel:
▇▇▇-▇▇▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇▇▇▇▇▇
Party
C
Contact
person: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Address:
No. ▇▇▇▇-▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,▇▇▇▇▇▇
Tel:
▇▇▇-▇▇▇▇▇▇▇▇
Fax:
▇▇▇-▇▇▇▇▇▇▇▇
|
15.4
|
This
Agreement is executed in four (4) originals with each Party holding
one
original, and each of the originals shall be equally valid and
authentic.
|
[Signature
page follows]
12
Equity
Pledge Agreement
IN
WITNESS WHEREOF,
each
party has caused this Agreement to be executed and delivered as of the date
first above written.
Party
A The Individual Shareholders of Shanghai
Atrip Medical Technology Co., Ltd. (Seal)
|
Mr. ▇▇▇▇ ▇▇▇▇▇,
|
||
|
▇▇. ▇▇▇▇ Fang,
|
Party
B Anhante
(Beijing) Medical Technology Co., Ltd.
(Seal)
|
Legal
Representative (or Authorized Representative):
▇▇▇▇ ▇▇▇▇▇
|
||
|
Signature
|
||
Party
C Shanghai Atrip Medical Technology Co. Ltd. (“Company”)
(Seal)
|
Legal
Representative (or Authorized Representative):
▇▇▇▇ ▇▇▇▇▇
|
||
|
Signature
|
||
13