Exhibit
10.5


 


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: BEIJING SYSWIN INTERNATIONAL REAL ESTATE
CONSULTING COMPANY LIMITED (“The Pledgor”)


Registered
Address: 6-1-21, Building 20, Pu Dong, Mentougou District, Beijing


 


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 in People’s
Republic of China (the “PRC”), holds 78.29% equity
interests 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 78.29% 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.


 


1

















 


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.


 


2

















 


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,


 


3

















 


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 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


 


4

















 


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.


 


5

















 


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


 


6

















 


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]


 


7

















 


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: BEIJING SYSWIN
INTERNATIONAL REAL ESTATE CONSULTING COMPANY LIMITED


	
  Legal
  Representative (Signature):

  	
  /s/
  Liangsheng Chen

  



 


 


8














 


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 78.29% equity
interests in Syswin Xing Ye, and together with the other two shareholders,
Qingling Company Liminted, 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 21.71% 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.


 


Beijing Syswin International Real Estate Consulting
Company Limited


 


 


	
  Legal Representative:

  	
  /s/ Liangsheng Chen

  	
   

  



 


August 4, 2010