Shares Pledge Agreement
This
Agreement was signed by both parties in Yiyang, Jiangxi, P.R.C. on December
3,
2007.
Xxxxxxx
(hereinafter referred to as Party A) : Xx
Xxxxxx
The
ID
number: 000000000000000000
Pledgee
(hereinafter referred to as Party B) :
Jiangxi
Xxxxxx Star Copper Technology Co., Ltd.
Registered
Address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County, Jiangxi
Province.
Whereas:
1.
Since
the date when this agreement is signed, Party A is the sole sharehoulder of
Jiangxi Xxxxxx Xxxx Copper Co., Ltd. (The “Xxxxxx Xxxx”), and holds all equity
of Xxxxxx Xxxx.
2.
Party
B is a wholly-foreign owned company established under the laws of P.R.C., and
registered at Jiangxi Province, Shangrao Administration of Industry and Commerce
Bureau, with the legally valid business license No.361100510000102;
3.
Xxxxxx
Xxxx is a limited liability company established in accordance with the laws
of
P.R.C., and registered at Jiangxi Province, Yiyang Administration of Industry
and Commerce Bureau. Hitherto it legally exists, with the legally valid business
license No. 3623262000077;
4.
Xxxxxx
Xxxx and Party B have signed the Entrusted Management Agreement and Purchase
Agreement. The management of Xxxxxx Xxxx is entrusted to Party B, The operation
assets of Xxxxxx Xxxx is sold or lent to Party B, The real estates and land
use
right which situated at #00 Xxxxxxxx Xxxx and Gejiaba Huating Town is lent
to
Party B. In order to protect the interests of Party B, Party A agrees to pledge
the 100% shares of Xxxxxx Xxxx she own to Party B.
5.
Party
B accepts the pledge of Xxxxxx Xxxx’x 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 parites.
Article
2 Pledged Properties
The
pledge properties are 100% of the shares of Xxxxxx Xxxx 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 Yiyang 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 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
PRC.
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.
2
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 five copies, both in Chinese and English. Either
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.
3
[No
Text
Below, Signature Page Only]
| /s/ Xx Xxxxxx | |
|
Xx
Xxxxxx
|
Party
B: Jiangxi
Xxxxxx Star Copper Technology Co., Ltd (seal)
Authorized
representative (signature): /s/ Xx Xxxxxx
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