Share Pledge Agreement
This
Agreement is executed by:
| (1) |
Pledgeors
(hereinafter collectively referred to as “Party A”):
|
| 1. |
Xxxx
Xxxxxxx, a citizen of PRC with ID Card number【●】
|
| 2. |
Xxxx
Xxx, a citizen of PRC with ID Card number 【●】
|
| 3. |
Xxxx
Xxxxxx, a citizen of PRC with ID Card number 【●】
|
| 4. |
Wang
Rangmei, a citizen of PRC with ID Card number 【●】
|
| 5. |
Xxx
Xxxxxx, a citizen of PRC with ID Card number 【●】
|
| 6. |
Xxxx
Xxxxxx, a citizen of PRC with ID Card number 【●】,
|
| 7. |
An
Xiaoru, a citizen of PRC with ID Card number 【●】
|
| 8. |
Ao
Quanfang, a citizen of PRC with ID Card number 【●】
|
| 9. |
Xxxx
Xxxxxxx, a citizen of PRC with ID Card number 【●】
|
| 10. |
Qin
Hongxia, a citizen of PRC with ID Card number 【●】
|
| 11. |
Xx
Xxxx, a citizen of PRC with ID Card number 【●】
|
| 12. |
Xx
Xxxxxxx, a citizen of PRC with ID Card number 【●】
|
| 13. |
Bai
Rong, a citizen of PRC with ID Card number 【●】
|
| 14. |
Xx
Xxx, a citizen of PRC with ID Card number 【●】
|
and
(2)
Pledgee (hereinafter referred to as “Party B”): Shaanxi Biostar Biotech
Ltdôa
wholly
foreign-owned enterprise registered in Xianyang, PRC, and the registration
number of its legal and valid Business License is Qi Du Xxxxx Xian Zong Zi
No.
000177.
on
the
【●】
day of
July 2007 in Xianyang, China.
Whereas:
1.
Party
A
consists of all of the shareholders of Shaanxi Aoxing Pharmaceutical Co., Ltd.
(hereinafter referred to as Shaanxi Aoxing), who legally hold all of the shares
of Shaanxi Aoxing; Party A, The Fourteen Persons including Xxxx Xxxxxxx all
act
concurrently as an unitary actor under this Agreement.
2.
Shaanxi Biostar Biotech Ltd. is a wholly foreign-owned enterprise incorporated
and existing within the territory of PRC in accordance with the law of PRC,
the
registration number of its legal valid business license is Qi Du Xxxxx Xian
Zong
Zi No. 000177 and its legal registered address is 3rd floor, backyard of
Industrial and Business Bureau, Shiji Avenue, Xianyang.
3.
Shaanxi
Aoxing is an enterprise incorporated and existing within the territory of PRC
in
accordance with the law of PRC, the registration number of its legal valid
business license is 0000000000000
and its
legal registered address is Chenyangzhai, Xianyang.
4.
Party
B
intends to acquire all of the equity interests or assets of Shaanxi Aoxing.
Prior to the completion of such acquisition, Party A agreed to entrust the
management and operation of Shaanxi Aoxing to Party B and to sell part of
operating assets of Shaanxi Aoxing to Party B. In order to protect the interests
of Party B, Party A agrees to pledge the 100% shares of Shaanxi Aoxing they
own
to Party B.
5.
Party
B
accepts the pledge of these 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
on
the principle of equality and mutual benefit and abide by.
2
Article 1 Guaranteed Obligations
The
shares are being pledged to guarantee all of the rights and interests Party
A is
entitled to under all the agreements by and among Party A and Party B.
Article
2 Pledged Properties
The
pledge properties are 100% of the shares of Shaanxi Aoxing that are currently
held by Party A and the legal proceeds thereof.
Article
3 Scope of Guaranteed Obligations
The
scope
of the guaranteed obligations is all rights and interests Party A is entitled
to
in accordance with all the agreements signed by and among Party A and Party
B.
Article
4 Pledge Procedure and Registration
Party
A
shall, within 10 days after the date of this Agreement, process the registration
procedures with Xianyang 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 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 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
PRC.
3
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
as
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 Beijing 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 five copies, both in Chinese and English.
Each party 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.
|
(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
4
Party
A:
Xxxx
Xxxxxxx(signature):
Xxxx
Xxx(signature):
Xxxx
Xxxxxx(signature):
Wang
Rangmei(signature):
Xxx
Xxxxxx(signature):
Xxxx
Xxxxxx(signature):
An
Xiaoru(signature):
Ao
Quanfang(signature):
Xxxx
Xxxxxxx(signature):
Qin
Hongxia(signature):
Xx
Xxxx(signature):
Xx
Xxxxxxx(signature):
Bai
Rong(signature):
Xx
Xxx(signature):
Party
B: Shaanxi
Biostar Biotech Ltd
(seal)
Authorized
representative:
(signature)
5
