Exhibit 10.4


 


EQUITY INTEREST PLEDGE AGREEMENT


 


THIS EQUITY INTEREST
PLEDGE AGREEMENT (“Agreement”)
is entered into by and between the following parties on August 4, 2010.


 


Pledgee: BEIJING SYSWIN ZHI DI TECHNOLOGY LIMITED(“The
Pledgee”)


Registered Address: Room 5-B51, Building 1, 6
South Shi Long Road, Mentougou District, Beijing


 


Pledgor: QINGLING COMPANY LIMITED  (“The Pledgor”)


Address:
3/F Queen’s Road Centre, 152 Queen’s Road, Central, Hongkong


 


WHEREAS:


 


1.                           The Pledgee is a wholly
foreign-owned enterprise duly established and valid existing under the PRC laws
and is permitted by the competent authority to conduct business in the
following categories: Software Development, Technology of Electronic Business,
Technology Service, Technology Transfer, Technology Consulting, Business
Consulting, Market Research and Analyzing, (Where specific permit is required
by laws and regulations, absent such permit, The Pledgee shall not involve in
such business.) The Pledgee and Beijing Syswin Xing Ye Real Estate Brokerage
Company Limited (“Syswin Xing Ye”)
have entered into the Exclusive Technical Consulting and Service Agreement on August 4,
2010 (the “Service Agreement”).


 


2.                           The Pledgor, a limited liability company duly
established under the laws and regulations of Hong Kong SAR, holds 19.29% equity
interest of Syswin Xing Ye, a limited
liability company duly established and valid existing  in Beijing under the PRC
laws.


 


3.                           In order to guarantee that the Pledgee can
collect the technology consulting service fees from Syswin Xing Ye in which
Pledgor hold 19.29% equity interest pursuant to the Service Agreement, the
Pledgor hereby pledges all his equity interest in Syswin Xing Ye to the Pledgee
as a security for the consulting fees to be received by the Pledgee under the
Service Agreement.


 


NOW THEREFORE, through mutual negotiations, the Parties hereby enter into this
Agreement based upon the following terms:


 


Article 1       Definitions


 


Unless otherwise provided for in this Agreement, the following terms
shall have the following meanings:


 


1.1                                 “Pledge” means the entire content of Article 2
hereunder.


 


1.2                                 “Equity Interest” means all equity interest
(the “Equity Interest”) in Syswin Xing Ye
lawfully held by the Pledgor.


 


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1.3                                 “Term of Pledge” means the period provided for
under Article 3.2.


 


1.4                                 “Service Agreement” means the Exclusive
Technical Consulting and Service Agreement entered into by and between Syswin
Xing Ye and The Pledgee on August 4, 2010.


 


1.5                                 “Event of Default” means any event set forth
in Article 7 hereunder.


 


1.6                                 “Notice of Default” means the notice of
default issued by the Pledgee in accordance with this Agreement.


 


Article 2                   Pledge


 


2.1                                 The Pledgor agrees to pledge all his Equity
Interest in Syswin Xing Ye to the Pledgee as a security for the technical
consulting service fee payable to the Pledgee under the Service Agreement.


 


2.2                                 The Pledge under this Agreement refers to the
preferential rights enjoyed by the Pledgee in receiving proceeds from auction
or sale of the Equity Interest pledged by the Pledgor to the Pledgee.


 


Article 3                   Term
of Pledge and Registration of Pledge


 


3.1                                  The Term of Pledge


 


3.2.1                                This Agreement shall take into effect as of
the date when the Pledge of the Equity Interest is recorded in the register of
shareholders of Syswin Xing Ye.


 


3.2.2                                During the Term of Pledge, the Pledgee shall
be entitled to foreclose the Pledge in accordance with this Agreement in the event
that Syswin Xing Ye fails to pay exclusive technical consulting and service fees
in accordance with the Service Agreement.


 


3.3           The Registration of
Pledge


 


The Pledgor and the
Pledgee shall file a pledge registration in compliance with relevant laws and
regulations. The Pledge shall be established as of the date of completing such registration,


 


Article 4                   Custody
of Pledge Documents


 


4.1                                    During the Term of Pledge under this
Agreement, the Pledgor shall deliver the Equity Interest Investment Certificate
of Syswin Xing Ye to the Pledgee for custody. The Pledgor shall deliver the
above Equity Interest Investment Certificate to the Pledgee within a week of
the execution of this Agreement.


 


4.2                                    The Pledgee is entitled to collect dividends of
the Equity Interest during the Term of Pledge.


 


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Article 5                   Representations
and Warranties of The Pledgor


 


5.1                                  The Pledgor is the lawful holder of the
Equity Interest.


 


5.2                                  The Pledgee shall not be interfered with by
any third party at any time when exercising its rights in accordance with this
Agreement.


 


5.3                                  The Pledgee shall be entitled to exercise or
assign the Pledge in accordance with this Agreement.


 


5.4                                  The Pledgor has not created any encumbrance
over the Equity Interest in favor of any other person except for the Pledgee.


 


Article 6                   Covenants
of the Pledgor


 


6.1                                  During the term of this Agreement, the
Pledgor covenants to the Pledgee that:


 


6.1.1                                    Except for the transfer of the Equity
Interest to the Pledgee or the person designated by the Pledgee (“Designated Person”) pursuant to the Exclusive Equity
Interest Purchase Agreement entered into by and among the Pledgor, Syswin
Limited and Syswin Xing Ye on August 4, 2010,  without prior written consent from the
Pledgee, the Pledgor shall not transfer or assign all or part of the Equity
Interest, create or permit the creation of any pledges which may have an
adverse affect on the rights or benefits of the Pledgee.


 


6.1.2                                    The Pledgor shall comply with and act according
to all laws and regulation with respect to pledge of equity interest, and any
the notices, orders or suggestions with respect to the Pledge issued or made by
the competent authority, or file objection to the foregoing matters at the
reasonable request or with the consent of the Pledgee.


 


6.1.3                                    The Pledgor shall timely notify the Pledgee
of any event or any received notice which may affect the Pledgor’s Equity
Interest or any part of its rights, and any event or notice which may alter or
affect any of the Pledgor’s covenants and obligations hereunder.


 


6.2                                  The Pledgor agrees that the Pledgee’s right
to exercise the Pledge acquired under this Agreement shall not be terminated or
undermined through legal proceedings initiated by the Pledgor, any successors
of the Pledgor, any person authorized by the Pledgor or any other third party.


 


6.3                                  The Pledgor covenants to the Pledgee that in
order to protect or perfect the security over the payments of the technical
consulting and service fees under the Service Agreement, the Pledgor shall
execute in good faith and procure other parties who have interests in the
Pledge to execute all title certificates, contracts upon the request of the
pledgee, and/or perform and procure other parties who have interests to take
action as required by the Pledgee and facilitate the exercise of rights and
authorization vested in the Pledgee under this Agreement, and execute all the
documents with respect to the alternations of certificate of the Equity
Interest with the Pledgee or the person (individual or legal entity) designated
by the Pledgee, and provide all notices,


 


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orders and decisions
deemed necessary by the Pledgee to the Pledgee within a reasonable time.


 


6.4                                  The Pledgor covenants to the Pledgee that the
Pledgor will comply with and perform all the guarantees, covenants, agreements,
representations and conditions for the benefits of the Pledgee. If the Pledgor
does not perform or does not fully perform its guarantees, covenants,
agreements, representations and conditions, the Pledgor shall compensate all
the losses therefore suffered by the Pledgee.


 


Article 7                   Events
of Default


 


7.1                                  The events enumerated below shall be deemed
as default:


 


7.1.1                           Syswin Xing Ye fails to make full payments of
the exclusive technical consulting and service fees as scheduled under the
Service Agreement.


 


7.1.2                           The Pledgor makes any material misleading or
fraudulent representations or warranties under Article 5 herein, and/or
the Pledgor breaches any warranties under Article 5 herein.


 


7.1.3                           The Pledgor violates any covenant under
Article 6 herein.


 


7.1.4                           The Pledgor violates any term or condition
herein.


 


7.1.5                           The Pledgor forgoes the pledged Equity
Interest or transfers or assigns the pledged Equity Interest without prior
written consent of the Pledgee, except as provided in Article 6.1.1 in this
Agreement.


 


7.1.6                           The Pledgor is incapable of repaying its
general debt or other debt owed to the Pledgee.


 


7.1.7                           This Agreement becomes illegal or the Pledgor
is incapable to continue to perform obligations herein for the reason of the
promulgation of the related laws.


 


7.1.8                           Any approval, permit or authorization of the
competent authority in associated with the enforcement and validity of this
Agreement is withdrawn, suspended, invalidated or materially revised.


 


7.1.9                           The property of the Pledgor adversely changes
to the extent that the Pledgee deems that the Pledgor’s capacity to perform the
obligations herein is affected.


 


7.1.10                     The successors or assignees of Syswin Xing Ye can
only partly perform or refuse to perform the payment obligations under the Service
Agreement.


 


7.1.11                     Other circumstances whereby the Pledgee is
incapable of exercising the right to foreclose on the Pledge in accordance with
the related laws.


 


7.2                                  The Pledgor should immediately notify The
Pledgee in written of the occurrence of


 


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any
event under Article 7.1 herein or any events that may result in the
foregoing events upon his knowledge.


 


7.3                                  Unless
the event of default under Article 7.1 herein has been resolved to the
Pledgee’s satisfaction, the Pledgee, at any time when the event of default
occurs or thereafter, may issue a written notice of default to the Pledgor and
require the Pledgor immediately make full payment of the outstanding service
fees under the Service Agreement and other payables or foreclose on the Pledge
in accordance with Article 8 herein.


 


Article 8                   Rights
of the Pledgee


 


8.1                                 The Pledgor shall not transfer or assign the
Equity Interest without prior written approval from the Pledgee prior to the
full repayment of the consulting and service fees under the Service Agreement.


 


8.2                                 The Pledgee shall serve a Notice of Default
on the Pledgor when exercises the right of pledge.


 


8.3                                 Subject to Article 7.3, the Pledgee may
exercise the right to foreclose on the Pledge at any time when the Pledgee
serves the Notice of Default pursuant to Article 7.3 or thereafter.


 


8.4                                 The Pledgee shall have the preferential right
to receive payments or proceeds from the auction or sale of whole or part of
the Equity Interest pledged herein in accordance with applicable law until the
outstanding technical consulting and service fees and all other payables under
the Service Agreement are fully repaid. A mutual consent should be reached on
the sale price and procedure of disclosure of pledge by and between both
parties, in the event a mutual consent could not be reached, the pledgee should
file a lawsuit with court of competent authority to determine the same.


 


8.5                                 The Pledgor shall not hinder the Pledgee from
foreclosing on the Pledge in accordance with this Agreement and shall provide
all necessary assistance for the foreclosure.


 


Article 9                   Assignment


 


9.1                                 The Pledgor shall not confer or assign any
right or obligation herein to any third party without prior written consent of
the Pledgee.


 


9.2                                 This Agreement shall be binding and
enforceable on Pledgee and each of his successors and assignees.


 


9.3                                 The Pledgee may transfer or assign all or any
of his rights and obligations under the Service Agreement to any person
(individual or legal entity) designated by him at any time. In this case, the
assignee shall enjoy and undertake all rights and obligations herein of the
Pledgee as if the assignee is a party hereto. Where the Pledgee transfers or
assigns the rights and obligations under the Service Agreement, the Pledgor
shall execute the relevant agreements and/or documents with respect to such
transfer or assignment upon the request of the Pledgee.


 


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9.4                                 After the identity of the Pledgee has been
changed after the assignment, the new parties to the pledge shall re-execute a
pledge contract.


 


Article 10            Termination


 


10.1                                  This Agreement shall not be terminated until
the technology consulting and service fees under the Service Agreement are
fully paid and Syswin Xing Ye no longer undertakes any obligation under the
Service Agreement.


 


Article 11            Processing
Fees and Other Expenses


 


11.1                                  The Pledgor shall be responsible for all the
fees and actual expenditures in relation to this Agreement, including but not
limited to legal fees, cost of production, stamp tax and any other taxes and
charges. If the Pledgee pays the relevant taxes and fees in accordance with
laws, the Pledgor shall fully reimburse such taxes and fees paid by the
Pledgee.


 


11.2                                  If the Pledgor fails to pay any payable
taxes, fees or charges in accordance with this Agreement or the Pledgee, for
certain reasons, has to recource to any forgoing taxes, charges or fees, the
Pledgor shall be responsible for all the fees (including but not limited to any
taxes, proceeding fees, management fees, litigation fees, attorney’s fees, and
various insurance premiums in connection with disclosure of the Pledge)
incurred by the Pledgor.


 


Article 12            Force
Majeure


 


12.1                                  If the fulfilment of this
Agreement is delayed or prevented due to the Force Majeure Events, the party affected
by such a Force Majeure Event shall free from any obligation to the extent of
delay or holdback. Force Majeure refers to any event beyond control of the
affected party and unavoidable with reasonable caution, which shall include but
not limited to, government acts, nature disasters, fire, explosion, typhoon,
flood, earthquake, tidal wave, lightning or war. However, any lack of credit,
assets or financing shall not be deemed as an event beyond control of a Party.
The party claiming the Force Majeure and seeking a waiver of its obligations
hereunder shall promptly inform the other party of the Force Majeure and the
procedure to fulfil its obligations hereunder.


 


12.2                                  If performance of this Agreement
is delayed or prevented due to Force Majeure set forth in the preceding
paragraph, the affected party shall not subject to any liability hereunder
arising from the performances so delayed or prevented. The affected party shall
make reasonable effort to reduce or diminish the effect from such Event, and
shall make reasonable efforts to resume its performance. Both parties shall
resume the performance with best effort upon elimination of such Event.


 


Article 13            Dispute
Resolution


 


13.1                                  This Agreement shall be governed by and construed in all respects in
accordance


 


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with the PRC laws.


 


13.2                                  The
Parties shall settle any dispute arising from the interpretation or
performance, or in connection with this Agreement through friendly
consultation. In case no settlement can be reached through consultation, each
Party can submit such dispute to China International Economic and Trade
Arbitration Committee (“CIETAC”) for
arbitration according to its currently effective arbitration rules. The
arbitration shall be held in Beijing and conducted in Chinese. The arbitration
awards shall be final and binding upon the Parties. The arbitration awards may
be submitted to the applicable People’s Court for enforcement.


 


Article 14            Notices


 


14.1                                  Any notice to which is given by the both Parties hereto regarding the
rights and obligations hereunder shall be in writing. Where such notice is
delivered personally, the time of notice is the time when such notice actually
reaches the addressee; where such notice is transmitted by telex or facsimile,
the notice time is the time when such notice is transmitted. If such notice
does not reach the addressee on business date or reaches the addressee after
the business time, the next business day following such day is the date of
notice. The delivery place is the address first written above of the Parties
hereto or the address advised in writing including, inter alias, facsimile and
telex from time to time.


 


Article 15            Appendix


 


15.1                                    The Appendix of this Agreement as attached
hereto is parts of this Agreement.


 


Article 16            Effectiveness


 


16.1                                 This Agreement and any amendments, supplements
and modifications of this Agreement shall be in writing, and come into effect
upon execution and seal by the Parties thereto.


 


16.2                                 This Agreement is executed both in Chinese
and English with two copies for each language. The Chinese version shall
prevail in the event of any inconsistency between the English and any Chinese
versions thereof.


 


[THIS SPACE IS INTENTIONALLY LEFT BLANK]


 


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This page is the
signing page of this Equity Interest Pledge Agreement.


 


IN
WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first set forth above written.


 


The Pledgee: BEIJING SYSWIN ZHI DI TECHNOLOGY
LIMITED


	
  Legal Representative (Signature):

  	
  /s/ Hongbing Tao

  



 


 


The Pledgor: QINGLING COMPANLY
LIMITED


	
  Legal
  Representatvie (Signature):

  	
  /s/
  Xiaoling Hu

  



 


 


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Appendix I


 


DECLARATION


 


Beijing Syswin Xing Ye Real Estate Brokerage
Company Limited (“Syswin Xing Ye”) is a limited liability company incorporated
in China. We, being the shareholder of Syswin Xing Ye, hold 19.29% equity
interests in Syswin Xing Ye, and together with the other two shareholders,
Beijing Syswin International Real Estate Consulting Company Limited, Mr. TAO
Hongbing, in aggregate hold 100% equity interests in Syswin Xing Ye. We hereby
acknowledge and warrant that We would permanently and irrevocably waive our
preemptive purchase option to the remaining 80.71% equity interests held in
aggregate by the other two shareholders and will not hamper any transfer of
such equity interest in all or in part in any form.


 


Such waiver should take into effect as of the
execution date of this declaration.


 


Qingling Company Limited


 


 


	
  Authorized Representative:

  	
  /s/
  Xiaoling Hu

  	
   

  



 


August 4, 2010