Nutrastar International Inc.: Exhibit 10.5 - Filed by newsfilecorp.com








Exhibit 10.5





NGLISH TRANSLATION 
OF
EQUITY PLEDGE
AGREEMENT

This agreement (this “Agreement”) is entered into on
October 22, 2010 by and among:

	(1) 	
      Harbin Baixin Biotech Development Co., Ltd.
      (hereinafter referred to as “Harbin Baixin”) a wholly foreign
      owned enterprise with limited liability which is incorporated under the
      laws of the PRC, with its contact address at 7/F Jinhua Mansion, 41
      Hanguang Street, Nangang District, Harbin 150080, China;

	 	 
	(2) 	
      Han, Lianyun, female, a Chinese national with ID
      card number as 230103195609050068, with her contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District,
    Harbin;

	 	 
	(3) 	
      Han, Lianju, male, a Chinese national with ID card
      number as 230103195009061618, with his contact address at Deputy 509,
      Railway St., Nangang District, Harbin;

	 	 
	(4) 	
      Han, Lianxue, male, a Chinese national with ID
      card number as 230103195308233215, with his contact address at No.18,
      Ashehe St., Nangang District, Harbin;

	 	 
	(5) 	
      Zhang, Weihan, male, a Chinese national with ID
      card number as 230103198105020037, with his contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District, Harbin;

	 	 
	(6) 	
      Luan, Yuehong, female, a Chinese national with ID
      card number as 230103198105270626, with her contact address at Room 1610,
      the 1st Floor, No.59, West Dawang Road, Chaoyang District,
  Beijing;

	 	 
	(7) 	
      Zhang, Chunming, male, a Chinese national with ID
      card number as 230502196901241312, with his contact address at No.13,
      Tiedong Alley, Zhanbei Road, Jianshan District, Shuangya Mountain City,
      Heilongjiang;

	 	 
	(8) 	
      Li, Xinjun, male, a Chinese national with ID card
      number as 230106581023321, with his contact address at No.4, Xiangbin
      Road, Xiangfang District, Harbin;

	 	 
	(9) 	
      Jiang, Nana, an Chinese national with ID card
      number as 230902197705081223, with his contact address at No.70, Dacheng
      St., Nangang District, Harbin;

	 	 
	(10) 	
      Lang, Fengxi, male, a Chinese national with ID
      card number as 230107196403211030, with his contact address at Room 403,
      the 5th Unit, Dianji 2nd Building, No.10-5, Leyuan St., Dongli District,
      Harbin (collectively the “Shareholders” and individually a
      “Shareholder”); and



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	(11) 	
      Heilongjiang Shuaiyi New Energy Development Co., Ltd.
      (hereinafter referred to as “Heilongjiang Shuaiyi”), a limited
      liability company incorporated under the laws of the PRC, with its contact
      address at No. 41, Hanguang St., Nangang District,
  Harbin.



Harbin Baixin, the Shareholders and Heilongjiang Shuaiyi are
individually referred to as a “Party” and collectively referred to as the
“Parties”. 

Whereas:

	A. 	
      Han Lianyun, Han Lianju, Han Lianxue, Zhang Weihan, Luan
      Xuehong, Zhang Chunming, Li Xinjun, Jiang Nana, Lang Fengxi are the
      shareholders of Heilongjiang Shuaiyi. Han Lianyun holds 68.3% equity
      interests; Han Lianju holds 5% equity interests; Han Lianxue holds 5%
      equity interests; Zhang Weihan holds 5% equity interests; Luan Yuehong
      holds 4.66% equity interests; Zhang Chunming holds 4% equity interests; Li
      Xinjun holds 3.17% equity interests; Jiang Nana holds 3.17% equity
      interests and Lang Fengxi holds 1.7% equity interests, of Heilongjiang
      Shuaiyi.

	 	 
	B. 	
      On _____, 2010, Harbin Baixin and Heilongjiang Shuaiyi
      entered into the Technical Service Agreement (together with any supplement
      or amendment thereto, if any, hereinafter referred to as the “Service
      Agreement”).

	 	 
	C. 	
      On _____, 2010, Harbin Baixin, the Shareholders and
      Heilongjiang Shuaiyi entered into the Voting Rights Proxy Agreement
      (together with any supplement or amendment thereto, if any, hereinafter
      referred to as the “Voting Rights Proxy Agreement”).

	 	 
	D. 	
      On _____, 2010, Harbin Baixin, the Shareholders and
      Heilongjiang Shuaiyi entered into the Exclusive Purchase Option Agreement
      (together with any supplement or amendment thereto, if any, hereinafter
      referred to as the “Option Agreement”) (the Service Agreement,
      Proxy Agreement, Option Agreement and this Agreement are collectively
      referred to as the “Transaction Documents”).

	 	 
	E. 	
      Each Shareholder agrees to pledge all of the equity
      interests of Heilongjiang Shuaiyi it holds to Harbin Baixin, collectively
      100% of the equity interests of Heilongjiang Shuaiyi, as a security for
      the performance of all the Contract Obligations (as defined in Article
      1.1); Harbin Baixin agrees to accept such equity pledge provided by the
      Shareholders.



Therefore, the Parties have reached the following
agreement:

	1. 	
      Pledge

	 	 
	1.1 	 Each Shareholder agrees to pledge all of the equity
        interests of Heilongjiang Shuaiyi, collectively 100% of the equity interests
        of Heilongjiang Shuaiyi, (hereinafter referred to as the “Pledged
        Equity”) held by such Shareholder to Harbin Baixin, to secure
        the full and complete performance of Contract Obligations. The “Contract Obligations” as used in
        this Agreement shall mean all contractual obligations and liabilities
        on the part of the Shareholders under Proxy Agreement, Option Agreement
        and this Agreement, and all contractual obligations and liabilities on
        the part of Heilongjiang Shuaiyi under the Transaction Documents.



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	1.2 	
      The security provided by way of pledge of the Pledged
      Equity shall cover all service fees and its interests, liquidated damages
      (if any), compensation under the Transaction Documents to which Harbin
      Baixin is entitled and all fees and expenses incurred in connection with
      the enforcement of the right as the pledgee (including but not limited to
      the attorneys fees, arbitration fees, and the appraisal and auction fees
      for the Pledged Equity).

	 	 
	1.3 	
      The Shareholders and Heilongjiang Shuaiyi agree to
      register, within 3 days after the execution of this Agreement, the pledge
      of the Pledged Equity as provided hereunder on the shareholder’s list of
      Heilongjiang Shuaiyi, and send the original of such shareholder’s list to
      Harbin Baixin.

	 	 
	1.4 	
      The Shareholders and Heilongjiang Shuaiyi agree to use
      their best efforts to complete the registration of the pledge provided
      hereunder with the industrial and commercial administrative authority and
      to use their best efforts to maintain the validity of the pledge
      registration.




	2. 	Exercise of the Pledgee’s Rights
    



	2.1 	
      In the event of any breach or default of Contract
      Obligations, Harbin Baixin shall be entitled to dispose of all or any part
      of the Pledged Equity held by any Shareholder (whether or not such
      Shareholder has breached Contractual Obligations), and shall have the
      priority to receive from the proceeds of such disposal the fees and
      expenses as provided under Article 1.2.

	 	 
	2.2 	
      The Shareholders shall not interfere with Harbin Baixin’s
      exercise of the pledgee’s rights in accordance with the foregoing
      provisions of this Agreement and shall actively provide necessary
      assistance to Harbin Baixin for the successful exercise of the pledgee’s
      rights.

	 	 
	2.3 	
      If the proceeds from the disposal of the Pledged Equity
      pursuant to Article 2.1 are insufficient to pay all the fees and expenses
      provided under Article 1.2, the Shareholders have the obligation to pay
      the remaining amount, and any proceeds remaining after the payment of all
      of the fees and expenses provided under Article 1.2 shall be returned to
      the Shareholders.



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	3. 	Proceeds of the Pledged Equity
  
	 	 


	
      3.1 
	
      During the term of this Agreement, Harbin Baixin shall be
      entitled to receive all proceeds (if any) resulting from the Pledged
      Equity, including but not limited to the bonus, dividend and other returns
      on the Pledged Equity. 




	4. 	
      Representations, Warranties and
      Covenants

	 	 
	4.1 	
      Each Shareholder represents, warrants and covenants to
      Harbin Baixin as follows




		(1) 	
      The Shareholders has full power and authority to enter
      into this Agreement and to perform its obligations hereunder; from the
      execution date, this Agreement will be binding upon such Shareholder;
    

	 	 	
       

		(2) 	
      The Shareholder is the lawful holder of the Pledged
      Equity, has the right to pledge the Pledged Equity to Harbin Baixin;
      Harbin Baixin will not face any obstacle from a legal or practical
      perspective in its exercise of the pledgee’s rights. 

	 	 	
       

		(3) 	
      The execution, delivery and performance of the agreement
      by each of the Shareholders will not (i) conflict with, result in a breach
      or violation of or constitute (or with notice or lapse of time or both
      constitute) a default under, (A) the business license, articles of
      association, permits, government approval for its incorporation,
      agreements concerning its incorporation or any other charter documents of
      such Party, or (B) any PRC Laws or other laws and regulations to or by
      which such party is subject or bound, or (C) any contracts or other
      documents to which such Party is a party or to or by which it (or any of
      its properties or assets) is subject or bound; (ii) result in the creation
      of, or give any person the right to create, any lien upon the assets of
      such Shareholder; (iii) terminate or modify, or give any third party the
      right to terminate or modify, the provisions or terms of any contracts or
      other documents to which such Shareholder is a party or to or by which it
      (or any of its properties or assets) is subject or bound; or (iv) result
      in any suspension, revocation, impairment, forfeiture or nonrenewal of any
      permits applicable to such Shareholder. 

	 	 	
       

		(4) 	
      At the date this Agreement becomes effective, the Pledged
      Equity is not subject to any mortgage, pledge or security interest in any
      other form, priority right, statutory lien, property preservation measure,
      quarantine, trusteeship, leasing right, options or encumbrances in other
      form (collectively referred to as the “Encumbrances”). 

	 	 	
       

		(5) 	
      Without the prior written consent of Harbin Baixin, the
      Shareholders shall not: 




	 	(a) 	
      Transfer or otherwise dispose of the Pledged
    Equity;

	 	 	 
	 	(b) 	
      Directly or indirectly cause or permit the existence of
      any Encumbrance on the Pledged Equity.



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		(6) 	
      Without the prior written consent of Harbin Baixin, the
      Shareholders shall not take any action which leads or may lead to the
      reduction of the value of the Pledged Equity or impairs the validity of
      the pledge under this Agreement. The Shareholders further covenants that
      during the term of this Agreement, the operations of Heilongjiang Shuaiyi
      comply in all material respects with the requirements of PRC Laws and the
      Shareholders will maintain the validity of all business licenses, permits
      authorizations and qualifications of Heilongjiang Shuaiyi. 

	 	 	
       

		(7) 	
      If Harbin Baixin needs any legal documents such as
      relevant certificates, licenses, permits and authorizations in order to
      dispose of the Pledged Equity in accordance with this Agreement, the
      Shareholders shall unconditionally provide or cause to be provided such
      documents and shall facilitate such disposal of the Pledged Equity. The
      Shareholders covenant that, if the Pledged Equity is to be transferred to
      Harbin Baixin or its designated beneficiary, the Shareholders and/or
      Heilongjiang Shuaiyi will unconditionally perform all formalities as
      required by laws to ensure that Harbin Baixin or its designated
      beneficiary lawfully obtains the equity interests of Heilongjiang Shuaiyi,
      including but not limited to issuing the relevant certificates, executing
      the equity transfer agreement and other relevant documents.
  




	5. 	
      Effectiveness

	 	 
	5.1 	
      This Agreement shall come into force from the execution
      date of this Agreement.

	 	 
	6. 	
      Liabilities for Breach of
Contract

	 	 
	6.1 	
      Except as otherwise provided herein, if a Party (the
      “Party in Breach”) fails to perform a certain obligation hereunder
      or otherwise breaches this Agreement, the other Parties (the “Harmed
      Party”) may:




	 	(1) 	
      Serve a written notice to the Party in Breach stating the
      nature and scope of the breach and demanding the Party in Breach to cure
      such breach at its own expense within a reasonable period of time as
      specified therein (the “Cure Period”); and

	 	 	 
	 	(2) 	
      If the Party in Breach fails to cure the breach during
      the Cure Period, the Harmed Party is entitled to demand that the Party in
      Breach assume all liabilities resulting therefrom, and compensate the
      Harmed Party for all economic losses actually incurred by the Harmed Party
      in connection therewith, including, without limitation, all attorneys’
      fees and litigation and arbitration expenses relating thereto. The Harmed
      Party shall also be entitled to request that the court or arbitration
      panel order specific performance and/or compulsory enforcement of this
      Agreement. The remedies provided hereunder to the Harmed Party shall not
      affect the right of the Harmed Party to seek any other remedy provided by
      laws.



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	7. 	
      Governing Law and Settlement of
    Disputes

	 	 
	7.1 	
      The execution, effectiveness, interpretation and
      resolution of disputes of this Agreement shall be governed by PRC
    laws.

	 	 
	7.2 	
      All the disputes arising out of the execution and
      performance of this Agreement shall be resolved through friendly
      negotiations. In the event that any dispute is not resolved by friendly
      consultations within thirty (30) days after the date such dispute arises,
      any Party may submit such dispute to China International Economic and
      Trade Arbitration Commission for arbitration in Beijing in accordance with
      its arbitration rules then in force. The arbitration award shall be final
      and binding on the Parties.

	 	 
	7.3 	
      Except for the matters in dispute, the Parties shall
      continue to perform the other provisions of this Agreement pending the
      resolution of the dispute.

	 	 
	8. 	
      Confidentiality




	8.1 	Prior to and during the term of this Agreement,
      a Party may have disclosed or may disclose certain confidential
      information to the other Party (the “Recipient”) from time to time.
      The Recipient shall keep confidential such confidential information and
      shall not use such confidential information for any purposes other than
      those specifically provided for under this Agreement. The foregoing
      confidentiality obligation shall not apply to the information: (a) that
      was already in the Recipient’s possession prior to such disclosure, as
      demonstrated by documentation prepared prior to such disclosure; (b) that
      has entered the public domain through no breach of this Agreement by the
      Recipient; and (c) that was obtained by the Recipient from a third party
      who did not commit a breach of confidence with respect to such
      information. 
	 	 
	8.2 	The confidentiality obligations set forth above
      shall continue and survive the termination of this Agreement.
  



	9. 	Force Majeure




	9.1 	
      “Force Majeure” shall mean the unforeseeable,
      unavoidable and insurmountable events which prevent a Party from partially
      or fully performing this Agreement. Such events include but are not
      limited to earthquakes, typhoons, floods, fires, wars, strikes, riots,
      governmental acts, change to laws and regulations or their application.
      

	 	
       

	9.2 	
      If an event of Force Majeure occurs, the obligation of
      the impacted Party shall forthwith suspend during the period of delay
      caused by such Force Majeure, the performance period of the impacted Party
      shall be extended for a period of equal length, and no penalty or
      liability
      shall be imposed upon the impacted Party. If an event of Force Majeure
      occurs, the Parties shall immediately negotiate to seek a fair solution
      and make all reasonable efforts to minimize the impact of the Force
      Majeure. 



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	10. 	
      Miscellaneous Provisions

	 	 
	10.1 	
      After this Agreement becomes effective, without the
      written consent of all the Parties, no Party shall unilaterally amend or
      modify this Agreement.

	 	 
	10.2 	
      This Agreement constitutes the entire agreement among the
      Parties with respect to the subject matter hereof and supersedes all prior
      consultations, negotiations and agreements among the Parties with respect
      to such subject matter.




	
      10.3 
	
      A Party’s failure to exercise or delay in exercising a
      certain right hereunder shall not constitute a waiver thereof, and the
      exercise or partial exercise of a certain right by a Party shall not
      preclude such Party from exercising such right in the future.
  




	10.4 	
      During the term of this Agreement, no Party shall
      transfer part or all of its rights or obligations hereunder to any third
      party without the prior written consent of the other Parties, provided
      that Harbin Baixin may transfer all or any of its rights and/or
      obligations hereunder. This Agreement shall be binding on the Parties and
      their lawful successors and assignees.




	
      10.5 
	
      Headings of all paragraphs are for convenience of
      reference only and shall not affect the meaning or interpretation of this
      Agreement. 




	10.6 	
      Unless otherwise provided, references to “Articles”,
      “Paragraphs” and “Annexes” are references to “Articles”, “Paragraphs” and
      “Annexes” of this Agreement.

	 	 
	10.7 	
      Any notice or written letter (including but not limited
      to the written letter or notice under this Agreement) served by a Party to
      the other Party shall be sent via mail or facsimile in a timely manner. A
      notice or written letter, if sent via mail, shall be deemed received as of
      the 3rd Working Day after the date of delivery, and, if sent via
      facsimile, shall be deemed to received as of the first Working Day after
      the date of delivery.

	 	 
	10.8 	
      This Agreement is written in the Chinese language in 11
      original copies, one for each Party. The Parties may execute duplicate
      copies of this Agreement.



(The remainder of this page is intentionally left blank.)

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This page is the signature page of the “Equity Pledge
Agreement”.

IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed as of the date first written above.

	Harbin Baixin Biotech Development 		Heilongjiang Shuaiyi New Energy
    
	Co., Ltd. 		Development Co., Ltd. 
			
	By: /s/ Zhang Weihan 		By:
      /s/ Han Lianyun 
	Name: Zhang Weihan  		Name: Han Lianyun  
	Title: Authorized Representative 		Title: Authorized Representative 
			
			
	Han Lianyun 		Han Lianju 
			
	By: /s/ Han Lianyun 		By:
      /s/ Han Lianju 
	Name: Han Lianyun 		Name: Han Lianju 
	Title: Shareholder 		Title: Shareholder 
			
			
	Han Lianxue 		Zhang Weihan 
			
	By: /s/ Han Lianxue 		By:
      /s/ Zhang Weihan 
	Name: Han Lianxue 		Name: Zhang Weihan 
	Title: Shareholder 		Title: Shareholder 
			
			
	Luan Yuehong 		Zhang Chunming 
			
	By: /s/ Luan Yuehong  		By:
      /s/ Zhang Chunming 
	Name: Luan Xuehong 		Name: Zhang Chunming 
	Title: Shareholder 		Title: Shareholder 
			
			
	Li Xinjun 		Jiang Nana 
			
	By: /s/ Li Xinjun 		By:
      /s/ Jiang Nana 
	Name: Li Xinjun 		Name: Jiang Nana 
	Title: Shareholder 		Title: Shareholder 
			
			
	Lang Fengxi 		
			
	By: /s/ Lang Fengxi 		
	Name: Lang Fengxi 		
	Title: Shareholder 		


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