Unassociated Document


    SHARE
PLEDGE AGREEMENT

    
       

      THIS
SHARE PLEDGE AGREEMENT (this
“Agreement”) is entered into on this April 1,
2010 between:
 
  

    

    Beijing Yangguang Jiaze Network Technology Co.,
Ltd., with its registered office at Room 702, Block C, International
Finance Center, West Third Ring, Beijing, China (“Part A”)

     

    Zhang Fan, holder of the PRC Identity Card No.
610103197209193692, with residence at No. 4l, Daxue Donglu, Beilin Qu, Xian Shi,
Shanxi, China;

     

    Cao Ping, holder of the PRC Identity Card No.
610103195504173222, with residence at No. l3, 5 Ceng, Unit I, Building 7, 3546
Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi, China;

     

    Gao Qinghong, holder of the PRC Identity Card
No. 420106197310014867, with residence at No.
99601, Rencai Fuwu Zhongxin No.29 Yi, Suzhou Jie, Haldian, Beijing,
China;

     

    Jiang Yu, holder of the PRC Identity Card No.
350403196604211043, with residence at Room
302, Building 70, Dongan Xincun, Meilie Qu, Sanming Shi, Fujian,
China;

     

    Li Yurong, holder of the PRC Identity Card No.
310110194712296225, with Residence at Room 405, No. l1, Lane 542, Qingyuan Huan Road, Yangpu District, Shanghai,
China;

     

    Lin Xianzhen, holder of the PRC Identity Card
No. 350321197403276416, with residence at Room 307, 99 Zhuang, Chonggui Xincun
Meilie Qu, Sanming Shi, Fujian, China;

     

    Liu Lingtang, holder of the PRC Identity Card
No. 61010419500104613X, with residence at No. 16, Unit 2, Building9, Yanguang
Li, Penghu Qu, Xian Shi, Shanxi, China;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    Ni Bin, holder of the PRC Identity Card No.
310108197103294410, with residence at Room602, No.2, 588 Nong, Liuying Lu,
Zhabei Qu, Shanghai, China;

    


    Shi Wentao, holder of the PRC Identity Card No.
610103197912200436, with residence at No.4m 13 Ceng, Building 1, No.8 Yuan,
Taibai Nanlu, Yanta Qu, Xian Shi, Shanxi,
China;

    


    Tian Xianlu, holder of the PRC Identity Card
No. 5102031957083110817, with residence at No.Fu 54, No.9 Ganghua Cun, Dadukou
Qu, Chongqing, China;

    


    Wang Ping, holder of the PRC Identity Card No.
210102195110211221, with residence at Room 1-5-4, No. 19, Shengli Beijie,Hephig
Qu, Shenyang Shi, Liaoning, China;

    


    Wei Jianhua, holder of the PRC Identity Card
No. 342129195204120348, with residence at Room10, No.132, Xinyang Xilu, Xicheng
Banshichu, Jieshou Shi, Anhui, China;

    


    Xu Li, holder of the PRC Identity Card No.
430305197405191520, with residence at Building 612, No. 113, Bagua Erlu, Futian
Qu, Shenzhen Shi, Guangdong, China;

    


    Yang Peiying, holder of the PRC Identity Card
No. 610103195603060442, with residence at No.5, 3Ceng, Unit3, No.3, Zhongliu
Xiang, Beilin Qu, Xian Shi, Shanxi, China;

    


    The
individuals above are collectively regarded as “Party B”

    


    Each of
Party A and Party B are individually referred to herein as a “Party”, and
collectively as the “Parties”.

    


    RECITALS:

    


    
      
        	
                1.

              	
                Party
      B is the shareholder of Sunity Information Technology (Beijing) Co., Ltd,
      (“the Company”) holding 100% of the shares in the
  Company;

              


      

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

    

    
      	
              2.

            	
              The
      Company and Party A have entered into
      an Exclusive Collaboration Agreement and a Business Operation Agreement
      dated April 1 2010 (collectively the “Services Agreements”) whereby Party
      A has agreed to provide services to the Company in consideration for a
      services fee (“Services Fee”) to be paid by the
  Company;

            


    

     

    
      	
              3.

            	
              In
      order to secure the full, timely and effective performance of the Services
      Agreement and the payment of the Services Fee, Party B is willing to
      pledge the entire 100% shares in the Company to Party A as collateral
      security.

            


    

    


    NOW,
THEREFORE, the Parties agree as follows:

    


    
      	
              I.

            	
              Definitions and
      Interpretations

            


    

    


    
      	
              1.1

            	
              Definitions:
      Unless otherwise indicated, the following terms in this Agreement shall
      have the meanings set forth below:

            


    

    


    
      
        
          
            	
                    “Shareholder’s

                    
                      Certificate”

                    

                  	
                    the
      shareholder’s certificate issued by the Company to Party
      B evidencing his/her ownership of the Shares;

                  
	 
      	 
      
	
                    “Designee”

                  	
                    An
      individual, corporation or other appropriate entity designated by Party A
      to be the recipient of the transferred Share;

                  
	 
      	 
      
	
                    “Shares”

                  	
                    including
      but not limited to the following:

                  
	 
      	
                    (a)

                  	
                    all
      the equity shares and its interests in relation to 100% shares in the
      Company held by Party B; and

                  
	 
      	
                    (b)

                  	
                    all
      of his/her incidental rights with respect to the Shares, now or hereafter
      acquired

                  


          

        

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              II.

            	
              Share
      Pledge

            


    

    


    
      	
              2.1

            	
              As
      a guarantee for the full and complete performance of the obligations under
      the Services Agreement, Party B hereby pledges to Party A and creates in
      favor of Party A first priority security rights and interest (“Security
      Rights”) in and to the Shares.

            


    

     

    
      	
              2.2

            	
              Party B
      shall immediately procure the Company to record the Security Rights
      created under this Agreement on the shareholders’ list of the Company and
      other official records, and then deliver the original Shareholder’s
      Certificate to Party A upon request by Party A. In addition, Party B
      shall, and shall procure the Company to duly complete the procedures for
      registering the Security Rights with the competent Administration for
      Industry and Commerce pursuant to the requirements under the laws of the
      People’s Republic of China (the “PRC Law”) within sixty (60) working days
      following the execution of this Agreement, and shall afterwards
      immediately provide to Party A with the proof evidencing the completion of
      the registration procedures.

            


    

    


    
      	
              2.3

            	
              The
      Security Rights created hereunder shall become effective and valid once
      they are registered with the competent Administration for Industry and
      Commerce.

            


    

    


    
      	
              2.4

            	
              Party
      A shall have the right to collect dividends generated by the Shares during
      the term of the Security Rights.

            


    

    


    
      	
              III

            	
              Power
      of Attorney

            


    

    


    
      	
              3.1

            	
              As
      a further guarantee for the full and complete
      performance of the obligations under the Services Agreement, Party B
      hereby constitutes and appoints Party A and each officer or agent
      designated by Party A to act as his/her true and lawful attorney-in-fact
      with full irrevocable power and authority in the place of and instead of
      Party B.

            


    

    


    
      
        
          	
                  3.2

                	
                  Under
      such appointment, Party A shall have the right to exercise on behalf of
      Party B his/her rights in connection with the establishment and management
      in relation to the Company, including but not limited to the voting rights
      in the
      shareholders’ meeting of the Company, and the right to appoint the
      directors and senior management of the Company. 

                


        

         

      

    

    
      	
              3.3

            	
              For
      such purpose, Party B undertakes and agrees to execute and sign a power of
      attorney for Party A or its designated officer or agent, as
      appropriate.

            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              3.4

            	
              The
      power of
      attorney granted pursuant to this Article shall be irrevocable for so long
      as all the shares held by Party B have all been transferred to Party A or
      its Designees in order to exercise and enforce the Security Rights granted
      by Party B to Party A hereunder
      or until terminated in accordance with the terms of this
      Agreement

            


    

      

    
      	
              IV

            	
              Exercise
      of Security Rights

            


    

    


    
      	
              4.1

            	
              If
      at any time Party B defaults in its obligations to pay the Services
      Fee under the Services Agreement for more than thirty (30) days, Party A
      shall have the right to request for the exercise and enforcement of the
      Security Rights on any and all of the Shares. In this case, Party B shall
      not refuse or withhold in any manner the exercise of Party A’s Security
      Rights. The detailed Breaching Conditions please refer to the Service
      Agreements entered into by the
Parties.

            


    

    


    
      	
              4.2

            	
              To
      exercise and enforce the Security Rights, Party A shall send a written
      notice to Party B specifying the amount of Shares to be transferred to
      Party A or its designees and the name of the relevant designee(s) to the
      extent permitted by the PRC Law at the time being (“Enforcement Notice”),
      or specifying any other ways permitted by the PRC Law for the disposal of
      such Shares by Party A.

            


    

    


    
      	
              4.3

            	
              Within 10
      working days after the receipt of an Enforcement Notice (“Enforcement
      Date”), Party B must, according to the request
      set forth in the Enforcement Notice, effect the transfer of the portion of
      the Shares specified in the Enforcement Notice, either to Party A directly
      or to the relevant designee(s) (each a “Share Transfer”), or ensure Party A to
      realize its Security Rights in accordance with any other ways for the
      disposal of such Shares specified in the Enforcement Notice of Party
      A.

            


    

    


    
      	
              4.4

            	
              For
      the avoidance of doubt, at the request of Party A upon the completion of
      the transfer of all the Shares owned by Party B, Party A shall hold as
      many of the Shares as is
      permissible under the PRC Law, and the remainder of the Shares (if
      applicable) shall be held by the designees, with Party B no longer holding
      any Shares.

            


    

    


    
      	
              4.5

            	
              To
      effect the transfer of the Shares to Party A under this Agreement or
      otherwise dispose of the Shares pursuant to the request specified in the
      Enforcement Notice of Party A, Party B undertakes
  to:

            


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              4.5.1.

            	
              Obtain
      all the unanimous resolutions as shareholders’ meetings and/or board
      of directors of the Company as necessary for the completion of the Share
      transfer or share disposal requested by Party
A;

            


    

    


    
      	
               
      

            	
              4.5.2.

            	
              Provide
      Party A or its relevant designees with full power of attorney for the
      purpose of completing any procedures required under PRC Law in order to
      give each Share transfer or share disposal requested by Party A full legal
      effect, including without limitation to those to amend the Company’s
      register of shareholders and any of its registrations with the relevant
      governmental authorities;

            


    

    


    
      	
               
      

            	
              4.5.3.

            	
              Within
      ten (10) working days of the receipt of the Enforcement Notice, execute a
      share transfer agreement or share disposal agreement requested by Party A,
      and other documents necessary to effect the transfer of share equity to
      Party A (or any eligible party designated by Party A) or the relevant
      share disposal; and immediately notify Party A of any delay in effecting
      the aforementioned Share transfer/disposal or completing the procedures
      described in Article 4.5.2 above, together with the reason for such delay
      and revised effective date of the Share transfer or proposal,
      provided that the revised effective date shall not be later than the
      originally prescribed effective date for more than 30
  days.

            


    

    


    
      	
              V.

            	
              Representations
      and Warranties

            


    

    


    
      	
              5.1

            	
              Party
      B hereby represents and warrants to Party A
  that:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Party
      B has the power to enter into and
      perform his/her obligations under this
  Agreement;

            


    

    


    
      
        
          	 	
                  (ii)

                	
                  Party
      B has obtained consent or approval from a shareholders’ meeting of the
      Company to pledge his/her shares in the
      Company to the Party A as Security
      Rights over the Shares; and 

                


        

          

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

      

    

    
      	
               
      

            	
              (iii)

            	
              All
      information which has been given to Party A in respect of himself/herself
      from time to time is
      accurate in all material
respects.

            


    

    


    
      	
              VI.

            	
              Breach of
      Agreement

            


    

    


    
      	
              6.1

            	
              The
      occurrence of any of the following events shall constitute a breach of
      this Agreement (an “Event of
Default”):

            


    

    


    
      	
               
      

            	
              6.1.1

            	
              A
      Share transfer has not been effected by Party B within 15 days alter the
      corresponding Enforcement Date;

            


    

    


    
      	
               
      

            	
              6.1.2

            	
              Party
      B is in breach
      of any of the terms and conditions hereof, and such breach has not been
      rectified within 10 days after receipt of Party A’s written notice
      requesting such rectification; and

            


    

    


    
      	
               
      

            	
              6.1.3

            	
              Party
      B makes any arrangement with his respective creditors which may impede
      this Agreement or takes or suffers any similar action in consequence of a
      debt.

            


    

    


    
      	
              6.2

            	
              In
      the event of any occurrence of an Event of Default Party B shall
      compensate the losses or damages sustained by Party A due to his/her
      breach of agreement.

            


    

    


    
      	
              VII.

            	
              Governing
      Law and Dispute Settlement

            


    

    


    
      	
              7.1

            	
              The
      execution, validity, interpretation and implementation of this Agreement
      shall be governed by PRC Law.

            


    

    


    
      	
              7.2

            	
              If
      a dispute arises in connection with the interpretation or implementation
      of this Agreement, the Parties shall attempt in the first instance to
      resolve any such dispute through friendly consultations among themselves
      and/or mediation by a neutral third party. If the dispute cannot be
      resolved in the aforementioned manner within thirty (30) days
      after the commencement of discussions, any Party may submit the dispute to
      arbitration.

            


    

    


    
      	
              7.3

            	
              Any
      dispute arising in connection with this Agreement shall be submitted to
      the China International Economic and Trade Arbitration Commission and
      should be resolved in accordance with the Arbitration Rules of
      CIETAC.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	
              VIII.

            	
              Miscellaneous

            


    

    


    
      	
              9.1

            	
              The
      provisions of this Agreement may not be waived, modified or amended except
      by an instrument in writing
      signed by the Parties (which instrument shall be attached as an Appendix
      hereto).

            


    

    


    
      	
              9.2

            	
              Failure
      or delay on the part of either Party to exercise any right under this
      Agreement stall not be deemed as a waiver
  thereof.

            


    

    


    
      	
              9.3

            	
              The
      invalidity of any provision of this Agreement shall not affect the
      validity of any other provision of this Agreement which is unrelated to
      that provision.

            


    

    


    
      	
              9.4

            	
              Party
      B may not assign or otherwise transfer his rights or obligations under
      this Agreement without the prior written consent of Party
    A.

            


    

    


    
      	
              9.5

            	
              This
      Agreement shall become effective as of the date when this Agreement is
      duly signed by the Parties.

            


    

    


    
      	
              9.6

            	
              This
      Agreement is executed in two (2) originals in English and Chinese, with
      each Party holding one (l) set of originals. In the event of a conflict,
      the Chinese version will prevail.

            


    

    


    (Rest of
this page shall be left blank; execution page is on the following
page)

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    THE
PARTIES HERETO have executed or caused this Agreement to be executed by their
duly authorized representatives as of the date first indicated
above.

     

    Party
A:


    Beijing
Yangguang Jiaze Network Technology Co., Ltd.,

     

    
      	/s/
      Fan Zhang 	 
      	 
      

  

    Authorized  representative

    Date:              
April 1, 2010

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  	Party
      B:	 
	 	 
	
                                                                          Zhang
      Fan,

                                                                        	
                                                                          /s/
      Zhang Fan

                                                                        
	 
      	 
      
	
                                                                          Cao
      Ping,

                                                                        	
                                                                          /s/
      Cao Ping

                                                                        
	 
      	 
      
	
                                                                          Gao
      Qinghong  

                                                                        	
                                                                          /s/
      Gao Qinghong

                                                                        
	 
      	 
      
	
                                                                          Jiang
      Yu

                                                                        	
                                                                          /s/
      Jiang Yu

                                                                        
	 
      	 
      
	
                                                                          Li
      Yurong,

                                                                        	
                                                                          /s/
      Li Yurong

                                                                        
	 
      	 
      
	
                                                                          Lin
      Xianzhen,

                                                                        	
                                                                          /s/
      Lin Xianzhen

                                                                        
	 
      	 
      
	
                                                                          Liu
      Lingtang,

                                                                        	
                                                                          /s/
      Liu Lingtang

                                                                        
	 
      	 
      
	
                                                                          Ni
      Bin,

                                                                        	
                                                                          /s/
      Ni Bin

                                                                        
	 
      	 
      
	
                                                                          Shi
      Wentao,

                                                                        	
                                                                          /s/
      Shi Wentao

                                                                        
	 
      	 
      
	
                                                                          Tian
      Xianlu,

                                                                        	
                                                                          /s/
      Tian Xianlu

                                                                        
	 
      	 
      
	
                                                                          Wang
      Ping,

                                                                        	
                                                                          /s/
      Wang Ping

                                                                        
	 
      	 
      
	
                                                                          Wei
      Jianhua,

                                                                        	
                                                                          /s/
      Wei Jianhua

                                                                        
	 
      	 
      
	
                                                                          Xu
      Li,

                                                                        	
                                                                          /s/
      Xu Li

                                                                        
	 
      	 
      
	
                                                                          Yang
      Peiying,

                                                                        	
                                                                          /s/
      Yang
Peiying

                                                                        


                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    
 

    
      
         


      

      
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