Exhibit 10.6


 


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: TAO Hongbing  (“The Pledgor”)


PRC ID Number: 620102196702105837


Address: Room 5A, Building
9, Fifth District, Central City, West Si Huan, Haidian 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
citizen of the People’s
Republic of China (the “PRC”), holds 2.42%
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 2.42% 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 


 


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lawfully
held by the Pledgor.


 


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 


 


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person (individual
or legal entity) designated by the Pledgee, and provide all notices, 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.


 


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


 


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assignment
upon the request of the Pledgee.


 


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.


 


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Article 13            Dispute Resolution


 


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


	
  (Signature):

  	
  /s/ Hongbing Tao

  



 


 


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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. I, being the
shareholder of Syswin Xing Ye, hold 2.42% equity interests in Syswin Xing Ye,
and together with the other two shareholders, Beijing Syswin International Real
Estate Consulting Company Limited, Qingling Company Limited, in aggregate hold
100% equity interests in Syswin Xing Ye. I hereby acknowledge and warrant that
I would permanently and irrevocably waive my preemptive purchase option to the
remaining 97.58% 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.


 


 


	
  TAO Hongbing

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
  /s/ Hongbing Tao

  	
   

  
	
   

  	
   

  
	
  August 4, 2010