Pledge Contract (English Translation, Original is in Chinese)
Exhibit
10.8
Pledge
Contract
(English
Translation, Original is in Chinese)
|
Pledgor:
Address:
ID
Number:
Postal
Code:
Operator:
Tel:
Fax:
Pledgee:
Address:
Legal
Representative:
Postal
Code:
Transacting
Branch:
Branch
Address:
Branch
Manager:
Postal
Code:
Operator:
Tel:
Fax:
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Xxx
Xxxxxx
Xx.
000-0-00-0, Xxxxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Dalian,
Liaoning
210211196603040471
116011
Lu
Haiyang
0411-83678755
0411-83670955
China
Development Bank Corporation
Xx.
00, Xxxxx Xxxxxx xx Xxxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx
Xxxx
Xxxx
000000
Xxxxx
Development Bank Corporation, Dalian Branch
Xx.
00, 00, Xxxxxx Xxxx, Xxxxxxxxx District, Dalian, Liaoning
Song
Weinong
116001
Dong
Ziyue
0411-82819088-8166
0411-82810032
|
To
guarantee that the borrower Dalian Befut Wire & Cable Manufacturing Co.,
Ltd. fulfills the loan contract No. 2102221452009020773 (hereinafter referred to
as the Master Contract) signed with the pledgee, the pledgor agrees to pledge
the stock right which the pledgor is entitled to dispose as the pawn, to provide
a guarantee to the pledgee. The pledgor and the pledgee hereby enter into this
contract through negotiation.
Article
I Definition
Unless as
otherwise agreed herein, definitions of terms in this contract are the same as
those in the Master Contract.
Article
II Pledge object
Pledge
object under this contract is 48.9404% of stock right held by Xxx Xxxxxx in
Dalian Befut Wire & Cable Manufacturing Co., Ltd. (RMB 73,900,000
Yuan).
The
effect of pledge under this contract is extended to such yields as pledge object
(share dividend and bonus, etc.).
Article
III Scope of guarantee
As agreed
in the Master Contract, the borrower has borrowed RMB 100,000,000 Yuan ( ONE
HUNDRED MILLION YUAN only) from the pledgee, with a loan period of 7 years (i.e.
from November 2nd, 2009
to November 1st,
2016).
The scope
of guarantee of this contract includes all of the loan principal, interest,
penalty interest, compensation, default fine, damage compensation and fees for
pledge realization under the Master Contract.
Along
with the settlement of the loan principal described in the Master Contract, the
principal amount guaranteed under this contract should correspondingly been
reduced.
Article
IV The pledgor’s statement and guarantee
(I)
Pledge object is the stock right brought by actual capital
contribution;
(II) The
pledgor has legal ownership and disposition rights of the pledge object; if the
pledge object provided by the pledgor is the stock right which can be pledged
with approval or agreement of related parties according to the law, the pledgor
shall ensure that legitimate approval or agreement has been obtained; there is
no dispute on ownership or disposition rights for the pledge
object;
(III)
Other than the pledge stated in this contract, the pledgor shall ensure that
there shall be no property guarantee in any form for the pledge
object;
(IV) All
documents and data provided by the pledgor to the pledgee shall be true,
accurate and complete.
Abovementioned
statement and guarantee are valid within the validity period of this
contract.
Article
V Obligations of the pledgor
(I) The
pledgor shall open a deposit account in the transacting branch of pledgee within
5 days after signing of this contract. All share dividend and bonus of pledge
object under this contract shall be deposited in this account since the signing
day. The pledgor is not allowed to employ the capital in this account without
prior written consent from the pledgee.
(II) The
pledgor is not allowed to dispose the pledge object in any manner without prior
written consent from the pledgee.
(III) All
fees caused by signing and performing such contract shall be borne by the
pledgor.
(IV) The
pledgor shall regularly submit related financial statement of corresponding
company of the pledge object under the contract to the pledgee.
Article
VI Realization of pledge
If the
borrower is unable to settle the debt under the Master Contract in accordance
with terms of the Master Contract, or if the pledgor is declared to be bankrupt,
revoked or dissolved according to the law, the pledgee has the right to lawfully
dispose the pledge object and all property and property rights through auction,
selling or discounting etc., and to retain such money as compensation. If the
proceeds exceed the amount of the secured claims under this contract, the excess
shall belong to the pledgor.
If the
pledgor transfers the pledge stock right under the contract with prior written
consent from the pledgee, such money shall be used to settle the secured claims
to the pledgee in advance, or to be placed in escrow by the third party agreed
by the pledgee.
Article
VII Modification and termination of contract
(I) The
pledgor or the pledgee is not allowed to modify or terminate the contract
without authorization. If modification or termination is required, it shall be
done with consensus between both parties and a written agreement shall be
reached;
(II) If
the borrower and the pledgee reach a written agreement to modify the content of
the Master Contract, the pledgor shall continue to fulfill its responsibility
for the guarantee of the debt under the Master Contract with the pledge object
under this contract. If modifications to the Master Contract without agreement
of the pledgor results in an increase of the loan amount, the pledgor shall not
be responsible for guaranteeing the increased amount.
Article
VIII Liability for breach of contract
(I) If
the pledgor, due to concealment of existence of joint-ownership, disputes or
previous pledging of the pledge object, or other reasons of the pledgor, causes
the contract to be invalid and economic losses to the pledgee, the pledgor shall
make due compensation;
(II) If
the pledgor violates other terms of this contract, or if any of the statement
and guarantee made by the pledgor under Article IV of this contract is proven to
be false or misleading, resulting in losses to the pledgee, the pledgor shall
make due compensation;
Article
IX Pledge registration
The
pledgor and pledgee shall transact pledge registration in Administrative
Department for Industry and Commerce within 5 days after signing of this
contract.
Article X Settlement
of disputesIn the event of any dispute during the course of the pledgor’s
and pledgee’s fulfillment of this contract, both parties shall settle the
dispute through negotiation; if it fails, the dispute shall be settled through
litigation at the people’s court at the location of the pledgee’s transacting
branch.
Article
XI Miscellaneous
(I) Any
other issues unmentioned in this contract shall be solved through negotiation
between the pledgor and the pledgee, or transacted in accordance with state laws
and regulations;
(II) This
contract is in triplicate, one original copy respectively for the pledgor, the
pledgee and the borrower, and it has 6 duplicate copies.
Article
XII Contract validity
This
contract comes into effect upon being signed by the pledgor and pledgee with
stamps affixed.
This
contract comes into effect upon being signed by the pledgor and pledgee with
stamps affixed.
| Pledgor: Xxx Xxxxxx | Signature: /s/ Xxx Xxxxxx |
(or
authorized agent)
| Pledgee: China Development Bank Corporation | Signature: /s/ Song Weinong |
Legal
representative: Song Weinong
(or
authorized agent)
