Blueprint





 











 Exhibit 4.10



 



EQUITY PLEDGE AGREEMENT


 


This
equity pledge agreement (this “Agreement”) is made on
the 23rd day of December, 2016, at Shijiazhuang, the
People’s Republic of China (the “PRC”) by and
among the following parties:


 


(1)
Hebei
Chuanglian Finance Leasing Co., Ltd. ( “Pledgee ”)


Registered
Number: 91130000673204841J


Registered
Address: 5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Geng Juncai


 


(2)
Hebei
Yarui Trading Co., Ltd. (“Pledgor ”)


Registration
Number: 9113010MA07X0GPXX


Registered
Address: 5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Li Mingxia


 



WHEREAS:


 


1.   
     Pledgor, a limited
liability company registered and existing under the laws of PRC,
hold the equity interests of Hebei Xuhua Trading Co., Ltd
(hereinafter “Xuhua Trading”) 【 within the
jurisdiction of china】 , and holds 100% of
the equity of Xuhua Trading, the amount of capital contributed
being 470 million RMB.


 


2.         Pledgee,
a wholly foreign owned enterprise organized and existing under the
laws of the PRC.


 


3.         Pledgee
and Pledgor both agree, Pledgor shall assign and transfer the
equity interests of Xuhua Trading to Pledgee unconditionally and
perform the obligations (hereinafter “Security
Obligation” )of Option Agreement(hereinafter
“Transaction Agreement ” )which signed by Pledgor and
Pledgee good and completely after the Pledgee have
authorized.


 


4.         The
Pledgor agrees to pledge all of his equity interest in Xuhua
Trading to Pledgee as collateral for securing his
obligations.


 



NOW THEREFORE, through mutual consents, the Parties have
reached the following agreements:


 


1. 
   DEFINITIONS


 


Unless
otherwise provided, the definitions below shall have the following
meanings throughout this Agreement:


 


1.1 
PLEDGES: means all the right and beneficial interest set forth at
the Clause 2 of this Agreement.


 


1.2
 EQUITY INTEREST: means any and all the equity interests of
Xuhua Trading held by Pledgor legally and the rights and interests
in connection with the equity interests in the meantime and in the
future.


 


1.3
 EVENT OF DEFAULT: means any event set forth at the Clause 8
herein.


 


1.4
 NOTICES OF THE EVENT OF DEFAULT: means the notices delivered
by the Pledgee for the purpose of declare the event of default
pursuant to this Agreement.


 



 

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2.  
  THE PLEDGED INTERESTS


 


2.1
 Pledgor hereby pledge all its equity interests in Xuhua
Trading to secure performance of all obligations, penalties,
damages, costs of exercising the pledged interests and any
indebtedness to Pledgee pursuant to the terms of the Transaction
Agreement.


 


2.2 
 The Pledge Interests hereunder means the rights and interests
owned by Pledgee and take the right to request first priority
repayment which Pledgor pledge its equity interest to Pledgee as
collateral for securing his obligation.


 


2.3 
Unless the Pledgee otherwise consent in writing after the execution
of this Agreement, the pledge under this Agreement shall be valid
until the obligations have been fully discharged and have been
permitted by Pledgee in writing.


 


3. 
   NATRUE OF PLEDGE


 


3.1
 The pledge under this Agreement shall not be affected by any
other pledge or security interest in accordance with security
obligation, and not affect the effectiveness of any other pledge or
security interest.


 


3.2 
The right of Pledgor and Pledgee hereunder shall not be affected or
waived at any circumstance set forth below:


 


3.2.1  Any
extension, waiver, relief or termination of the obligations of any
Party with the consent of Pledgee.


 


3.2.2  Any
amendment, mortification or supplementary of the Transaction
Agreement.


 


3.2.3
Any disposal, change or termination in connection with any other
pledge or guaranty on the secured obligation;


 


3.2.4
Any agreement made by Pledgee and any other parties which may
affect the Pledged Interests;


 


3.2.5
Any delay, performance, breach or mistake in connection with
exercising of rights by Pledgee under this Agreement.


 


3.2.6
Any acknowledgement of illegality, invalidity or unenforceability
of any transaction or its performance, or


 


3.2.7
Any other event which may affect any Pledgor’s obligation
under this Agreement.


 


4. EFFECTIVENESS


 


4.1  This
Agreement becomes effective upon the entry of such pledge into the
shareholder’s register of Administration Bureau of Industry
and Commerce.


 


4.2  During
the term of pledge, provide the Pledgor fail to performance of its
security obligation, the Pledgee entitle the right to exercise the
rights subject to this Agreement.


 


5.    THE
POSSESSION OF CERTIFICATE


 


5.1  The
Pledgor shall put the certificate of capital (original) on Xuhua
Trading under the safekeeping of the Pledgee during the pledge term
provided by this Agreement. The Pledgor shall deliver the
certificate (original) and the appropriate evidence which can prove
the pledge has been entered into the Register of Shareholders to
Pledgee within one (1) week.


 


5.2
Without prior written consent of Pledgee, Pledgor shall not declare
or distribute any income (if any, including but not limitation,
dividend and profit), such income shall be deemed as collateral for
securing their obligations. Pledgor shall transfer such income
generated by the said equity interests to a bank account designated
in writing by Pledgee.


 



 

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6.    REPRESENTATIONS
AND WARRANTIES


 


Pledgor
hereby represents and warrants to the Pledgee set forth as below,
and acknowledges that the execution and enforcement hereof by
Pledgee is depended upon the represents and warrants
herein:


 


6.1
 Xuhua Trading are enterprises established and existing under
the laws of the PRC.


 


6.2
 Xuhua Trading have had any and all necessary approval,
authorization and permission from government, and have accomplished
all the registration and filing.


 


6.3
 The Pledgor has the capacity for civil right and capacity for
civil conduct for execute and perform this Agreement.


 


6.4
 The execution and performance of this Agreement by Pledgor
shall not conflict with the Article of Association of the Xuhua
Trading or any other relevant documents. The Pledgor has obtained
any and all necessary approvals and authorizations for the
execution and performance of this Agreement.


 


6.5 
The execution and performance of this Agreement will not violate
any laws or regulations of the PRC, or violate any conditions of
licenses, authorities, notices or any other governmental documents
necessary, or conflict with or result in a breach or violation of
any contracts or agreements to which Pledgor is a
party.


 


6.6
 The Pledgor has paid up the registered capital according to
the equity in connection with Xuhua Trading under the PRC laws and
obtained the capital verification report issued by qualified
certified public accounting firm.


 


6.7
 The Pledgor has full right, title and interest in the Pledged
Interests and free of lien or other security interest other than
the pledges created by this Agreement.


 


6.8
 The Pledgor or Xuhua Trading have not conducted any acts or
actions which may material adverse affect the assets, business of
Xuhua Trading or the obligations of the Pledgor until the date of
execution.


 


6.9  The
Pledgor have not pledged, assigned or otherwise transferred to any
third party any of their interest in the pledged Interests during
the term.


 


6.10
 The Pledgor have not pledged, mortgaged or created any other
priority right in Xuhua Trading’s assets except that the
encumbrances have already disclosed.


 


6.11
 All the documents delivered from Pledgor to Pledgee are true,
completed, and accurate and contain no material misrepresentation
or error.


 


6.12
 No further intervention other than the applicable law in the
event that the Pledgee exercises its rights according to the terms
and conditions under this Agreement at any time.


 


6.13
 The Pledgee is entitled to acquire all right, title and
interest to any of the pledged interests or beneficial interests
according to the terms and conditions in this Agreement and under
the PRC laws.


 


6.14
 On the date of this Agreement entered, there is no civil or
criminal legal proceeding and arbitration is current or pending
against Pledgor’s entry into this Agreement or performance of
their obligations hereunder.


 


6.15
 No outstanding taxes, expenses due or unconsummated legal
proceedings, procedures which should have consummated as of the
date of execution.


 



 

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6.16
 All or any provisions hereunder represent the real intention
of parties, and each party will legally bound by this
Agreement.


 


7.
   CONVENANTS


 


7.1 
During the terms of this Agreement, Pledgor hereby covenants to
Pledgee as follows:


 


7.1.1  It
will not transfer the Pledged Interests or cause or allow the
Pledged Interests to be used as security for any other obligation
that may affect Pledgee’s right or beneficial without the
prior written consent of Pledgee except that the Pledgee require
the Pledgor to assign or transfer the equity interest.


 


7.1.2
Without the Pledgee’s written consent, during the term from
the signature of this Agreement to the termination of the pledge
hereunder, the Pledgor or Xuhua Trading shall not take any action
involve in any event which will material adversely affects the
asset and business of Xuhua Trading or the responsibility of the
Pledgor.


 


7.1.3
Without the Pledgee’s written consent, during the term from
the execution of this Agreement to the termination of the pledge
hereunder, the Pledgor warranty that Xuhua Trading shall not
pledge, mortgage or create any other restrictive right in all or
any of their asset.


 


7.1.4
It will comply with and enforce any and all applicable laws, rules
and regulations and deliver all the notices, instructions or
advices within five(5) days to Pledgee in the event that he
received such notices, instructions and advices from the authorized
government entity, and conduct acts under the reasonable
instructions of Pledgee.


 


7.1.5
It shall promptly notify Pledgee of any event that may materially
affect Pledgee’s rights to any portion of the Pledged
Interests or any of Pledgor’s guarantees or obligations
hereunder and follow the instructions of Pledgee.


 


7.1.6
Comply with the representations and warranties aforesaid at Clause
6 and keep it effective.


 


7.2 The
Pledgor agrees, the Pledgee is entitled to exercise the rights
according to the terms and conditions of this Agreement, and free
from the intervention and encumbrance from the Pledgor, its
successor, assignor or any other person.


 


7.3 The
Pledgor hereby covenants to Pledgee, he will enter into and cause
any other person who affects the Pledged Interests to enter into
any certificate, deed which required by Pledgee in good faith,
and/or conduct and cause any other person who affects the Pledged
Interests to conduct actions which required by Pledgee. And it will
enter into all the alter documents in connection with the equity
interest certificate with the Pledgee or any other person
designated by it, and provides all the necessary documents
according to the Pledged Interests to Pledgee during the reasonable
term.


 


7.4 
Pledgor shall comply with and perform all the guarantees,
covenants, agreements, represents and conditions. If it is failed
to perform or performed in full, it shall reimburse all the
relevant losses and damages to Pledgee.


 


8. 
  EVENT OF DEFAULT


 


8.1 
Each of the followings shall be deemed an Event of
Default:


 


8.1.1
Pledgor, its successors and agents fails to perform any security
obligation;


 


8.1.2
Any representation or warranty made by the Pledgor in Clause 6
herein contains a material misrepresentation or error;


 



 

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8.1.3
Any Pledgor breaches any of the warranties in Clause 6 or covenants
made in Clause 7 herein;


 


8.1.4
Any Pledgor breaches any clauses under this Agreement;


 


8.1.5
Any Pledgor transfers the Pledged Interest without the prior
written consent of Pledgee, except as provided in Clause 7.1.1
herein;


 


8.1.6
Loans, encumbrances, indemnities, promises or any other remedies
arising in connection with breach which demands that Pledgor
immediately perform all the obligations including payment of all
outstanding payments due leads the Pledgee believe that the
Pledgor’s ability to perform his or her obligations under
this Agreement has been adversely affected.


 


8.1.7
Pledgor cannot satisfy its indebtedness or any other
debt;


 


8.1.8
The promulgation of any applicable laws or regulations renders this
Agreement illegal or makes the Pledgor’s performance under
this Agreement impossible.


 


8.1.9
Any approval, license, permit or authorization of government
agencies that makes this Agreement enforceable, legal and effective
is withdrawn, terminated, invalidated or substantively
changed.


 


8.1.10
A adversely change occurring in the financial conditions of Pledgor
leads Pledgee to believe the Pledgor’s ability to perform his
or her obligations under this Agreement has been adversely
affected.


 


8.1.11
The discontinuance, termination, forced closure or liquidation of
the Pledgor or Xuhua Trading.


 


8.1.12
Any other event precludes Pledgee to exercise its pledge right
under the applicable laws.


 


8.2
Pledgor shall immediately notify Pledgee in writing upon the
incident of any Event of Default or any event which with lapse of
time and/or notice will constitute an Event of
Default.


 


8.3
Unless the Event of Default specified in Clause 8.1 aforesaid has
been resolved satisfaction, Pledgee may deliver a written notice of
default to Pledgor, which demands that Pledgor immediately perform
all the obligations or enforces or disposes of the Pledged Interest
in accordance with the Clause 9 under this Agreement.


 


9.   
ENFORCEMENT OF PLEDGES


 


9.1
Prior to the Pledgor’s security obligation has been
discharged, Pledgor shall not transfer its equity interest without
prior written consent of Pledgee.


 


9.2 An
Enforcement Notice shall be delivered to Pledgor before Pledgee
exercise its Pledge right under this Agreement.


 


9.3
Subject to Clause 8.3, from and including delivery of the Default
Notice under this Agreement, Pledgee shall become entitle to
exercise the right of Pledged Interest at its sole
discretion.


 


9.4
Pledgee is entitled to enforce the pledges of first order in
priority by dispose of the pledge interests hereunder
legally.


 


9.5 The
Pledgor shall not hinder and shall take necessary assistance for
the enforcement of pledges by Pledgee.


 



 

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10. 
ASSIGNMENTS


 


10.1
Without Prior written consent by Pledgee, the Pledgor shall not
assign or transfer all or any of its rights or obligation under
this Agreement.


 


10.2
This Agreement shall have binding force on Pledgor and its
successors and assigns, and this Agreement is in full force and
effect for the Pledgee and its successors and assigns.


 


10.3
Pledgee may transfer or assign the security obligation to any third
party designated by it. In that event, the assignee shall have the
same rights and obligations as the Pledgee under this Agreement.
The Pledgor shall execute relevant agreements or documents in
connection with the assignment upon received the request of
Pledgee.


 


10.4
The Parties shall execute a new pledge equity agreement provide the
verification of the Pledgee which caused by
assignment.


 


11. 
BREACH OF AGREEMENT


 


11.1
Any breach of provisions under this Agreement, or Pledgor fails to
perform the obligation of security in time, or the breach of
contract pursuant to the sub-clause 8.1 shall deem as breach of
agreement by Pledgor. Pledge may notify the Pledgor in writing to
ask for correction and take actions to eliminate the consequence
and indemnify Pledgee for its breach pursuant to specifications
under this Agreement.


 


11.2 In
the event of breach by Pledgor, the Pledgee may terminate the
performance of obligations hereunder temporarily by deliver a
written notice to Pledgor in consideration that the performance is
impossible or unfair until the Pledgor take the actions to
eliminate the consequence and indemnify the costs arising in
connection with the breach.


 


11.3
Pursuant to this clause, Pledgee is entitle the right to claim
Pledgor to be compensated for all losses, including the direct
economic losses, any reasonably foreseeable indirect economic
losses and related costs arising there from, including but not
limited to legal fees, litigation costs , arbitration fees and
travel expenses.


 


12. 
TERMINATION


 


This
Agreement shall be terminated upon the performance of the
obligation of security by Pledgor is completed, then Pledgee shall
cancel or terminate this Agreement as soon and reasonable as
practicable. The Pledgor shall not terminate this Agreement in any
reason by any way without the consent of the Pledgee.


 


13. 
COMMISSION AND OTHER FEES


 


13.1
Any and all costs and actual expenses incurred in connection with
this Agreement, including, without limitation, any legal fees,
disbursements, stamp duties or any other taxes and fees are
undertaken by the Pledgor. The Pledgor shall compensate the Pledgee
for costs and expenses which was undertaken by the Pledgee pursuant
to the applicable laws.


 


13.2  Pledgor
shall undertake any and all costs and expenses (including, without
limitation, taxes, commission charges, administration fees, legal
fees, fees of attorney and any insurance fees) in the event that
Pledgor fail to pay any or all of taxes, expenses or for any other
reason that cause Pledgee have such claim.


 


14. 
GOVERNING LAW AND SETTLEMENT OF DISPUTES


 


14.1
The execution, effectiveness, performance, construction and
settlement of disputes shall be governed by the laws of the
PRC.


 


14.2 In
the event of any dispute with respect to or in connection with the
construction and performance of the provisions of this Agreement,
the Parties shall first negotiate in good faith to resolve the
dispute. In the event the Parties fail to reach an agreement on the
resolution of such a dispute, any Party may submit the relevant
dispute to China International Economic and Trade Arbitration
Commission in Shijiazhuang for binding arbitration. The languages
used during arbitration shall be Chinese. The arbitration shall be
final and binding by both Parties.


 



 

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14.3
The Parties shall in good faith in all other respects continue
their implementation of this Agreement except issues in dispute
between the Parties.


 


15.
NOTICES


 


All the
notices or other communications given or made pursuant hereto shall
be sent in writing in Chinese and delivered to the address as
specified below by personally delivery, registered mail pre-paid
post, courier or facsimile transmission.


 



Pledgee:
Hebei
Chuanglian Finance Leasing Co., Ltd.




Address:
5 East
Main Street, 27th Floor,
Shijiazhuang


 


Facsimile:
0311-83819636


Telephone:
0311-83827688


 


Attention:
Geng
Juncai


 


Pledgor:
Hebei
Yarui Trading Co., Ltd.


Address:
5 East
Main Street, 27th Floor,
Shijiazhuang


Facsimile:
0311-83819639


Telephone:
0311-83827688


 


Attention:
Li
Mingxia


 


16. 
SCHEDULES AND ANNEXES


 


All
schedules are an integral part of this Agreement.


 


17. 
WAIVER


 


No
delay or omission by Pledgee in exercising the right, remedy, power
or privilege by this Agreement shall be deemed as a waiver of such
right, remedy, power or privilege. The single or partial exercise
of any right, remedy, power or privilege shall not preclude any
exercise of any other right, remedy, power or privilege. The right,
remedy, power or privilege under this Agreement is cumulative and
are not exclusive of any right, remedy, power or privilege provided
by laws.


 


18. 
MISCELLANEOUS


 


18.1           
No amendment, supplementary or modification of this Agreement shall
occur except in writing. The amendment agreement and supplementary
agreement that have been signed and sealed by the Parties shall
have the same validity as this Agreement.


 


18.2           
In the event that any provision of this Agreement is determined to
be invalid or unenforceable in any respect in accordance with the
applicable laws, the validity or enforceability of the remaining
provisions of this Agreement shall not be affected.


 


18.3           
This Agreement is signed in quadruplicate originals, with each of
equally binding force.



 


 


[REMAINEDROF
PAGE INTENIONALLY LEFT BLANK]


 



 

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[SIGNATURE PAGE]


 


 



PLEDGEE: Hebei Chuanglian Finance Leasing Co.,
Ltd.(SEAL)


 


AUTHORIZED
PERSON:(SIGNATURE ):


 


 



PLEDGOR: Hebei Kaiyuan Yarui Trading Co., Ltd.(SEAL)


 


AUTHORIZED
PERSON:(SIGNATURE ):


 



 


 




 

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