Exhibit
10.41


 


	
  

  	
   

  	
  CLIFFORD CHANCE


  



 


EXECUTION COPY


 


DATED OCTOBER 11, 2010


 


 


PREMIUM SINO FINANCE LIMITED


as Chargor


 


 


IN FAVOUR OF


 


 


DB TRUSTEES (HONG KONG) LIMITED


 


as Security Agent


 






 


SHARE CHARGE


 






 

















 


CONTENTS


 


	
  Clause

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
  Definitions
  and Interpretation

  	
   

  	
  1

  
	
  2.

  	
  Payment
  of Secured Obligations

  	
   

  	
  3

  
	
  3.

  	
  Fixed
  Charge

  	
   

  	
  4

  
	
  4.

  	
  Perfection
  of Security

  	
   

  	
  4

  
	
  5.

  	
  Further
  Assurance

  	
   

  	
  6

  
	
  6.

  	
  Undertakings

  	
   

  	
  7

  
	
  7.

  	
  Shares

  	
   

  	
  8

  
	
  8.

  	
  Enforcement
  of Security

  	
   

  	
  10

  
	
  9.

  	
  Powers
  of Sale

  	
   

  	
  10

  
	
  10.

  	
  Appointment
  of Receiver or Administrator

  	
   

  	
  11

  
	
  11.

  	
  Powers
  of Receiver

  	
   

  	
  12

  
	
  12.

  	
  Application
  of Monies

  	
   

  	
  14

  
	
  13.

  	
  Receipt
  and Protection of Purchasers

  	
   

  	
  14

  
	
  14.

  	
  Power
  of Attorney

  	
   

  	
  15

  
	
  15.

  	
  Representations

  	
   

  	
  15

  
	
  16.

  	
  Effectiveness
  of Security

  	
   

  	
  18

  
	
  17.

  	
  Release

  	
   

  	
  20

  
	
  18.

  	
  Subsequent
  Security Interests

  	
   

  	
  21

  
	
  19.

  	
  Currency
  Conversion and Indemnity

  	
   

  	
  21

  
	
  20.

  	
  Costs,
  Expenses and Indemnity

  	
   

  	
  22

  
	
  21.

  	
  Payments
  free of Deduction

  	
   

  	
  23

  
	
  22.

  	
  Discretion
  and Delegation

  	
   

  	
  23

  
	
  23.

  	
  Set-off

  	
   

  	
  23

  
	
  24.

  	
  Changes
  to Parties

  	
   

  	
  24

  
	
  25.

  	
  Amendments
  and waivers

  	
   

  	
  25

  
	
  26.

  	
  Perpetuity
  Period

  	
   

  	
  25

  
	
  27.

  	
  Notices

  	
   

  	
  25

  
	
  28.

  	
  Counterparts

  	
   

  	
  25

  
	
  29.

  	
  Governing
  Law

  	
   

  	
  25

  
	
  30.

  	
  Jurisdiction

  	
   

  	
  25

  
	
  Schedule 1 Particulars of the Shares

  	
   

  	
  27

  
	
  Schedule 2 FORM OF SUPPLEMENT

  	
   

  	
  28

  
	
  Schedule 3

  	
   

  	
  30

  
	
  Schedule 4

  	
   

  	
  31

  



 


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  Schedule 5

  	
   

  	
  33

  
	
  Schedule 6

  	
   

  	
  34

  
	
  Schedule 7

  	
   

  	
  35

  



 


ii

















 


THIS
DEED is made on


 


BY


 


(1)         PREMIUM
SINO FINANCE LIMITED, a BVI Business Company
incorporated under the laws of the British Virgin Islands with company number
607520 and having its registered office at P.O. Box 957, Offshore Incorporations
Centre, Road Town, Tortola, British Virgin Islands (the “Chargor”)


 


in
favour of


 


(2)         DB
TRUSTEES (HONG KONG) LIMITED,  as security trustee for the Secured Parties on the terms
and conditions set out in the Security Trust Deed (the “Security
Agent”, which expression shall include its successors, assigns and
transferees).


 


NOW THIS DEED WITNESSES as follows:


 


1.             DEFINITIONS
AND INTERPRETATION


 


1.1           Definitions


 


Unless
otherwise defined in this Deed or unless the context otherwise requires, terms
and expressions defined in or construed for the purposes of the Security Trust
Deed shall bear the same meanings when used herein.  In addition:


 


“Amendment to Security
Trust Deed” has the meaning given to it in the definition of “Security
Trust Deed”.


 


“Additional Charged Shares” means any and all of the shares
of and/or interests in the Company specified in any or all of the Supplements
delivered to the Security Agent after the date of this Deed.


 


“Charged Portfolio” means the Shares and the Related Assets.


 


“Collateral Rights” means all rights, powers and remedies of
the Security Agent provided by or pursuant to this Deed or by law.


 


“Company” means SinoTech Energy Limited, an exempted company incorporated with limited liability in the
Cayman Islands with registration
number 241866.


 


“Facility Agreement” means the facility agreement dated 8 January 2010
made between, among others, Tianjin New Highland Science and Technology
Development Co., Ltd. as borrower, Deutsche Bank AG, Hong Kong Branch as
arranger, calculation agent and facility agent and DB Trustees (Hong Kong)
Limited as security agent, as amended and restated by an amendment agreement
dated 11 January 2010 and a second amendment agreement dated                                       
made between, among others, Tianjin New Highland Science and Technology
Development Co., Ltd. as borrower and Deutsche Bank AG, Hong Kong Branch
as facility agent.


 


1

















 


“Initial
Additional Charged Shares” means all those shares in the Company
(other than the Initial Charged Shares) registered in the name of and
beneficially owned by the Chargor immediately after the completion of the
Relevant Permitted Reorganisation.


 


“Initial Charged Shares”
means those shares in the Company which are represented by share certificate
number               
(or any replacement thereof), registered in the name of and are beneficially
owned (as at the date of this Deed) by the Chargor.


 


“Receiver” means a receiver or receiver and manager or an
administrative receiver of the whole or any part of the Charged Portfolio and
that term will include any appointee made under a joint and/or several
appointment.


 


“Related Assets” means, in relation to any
Share, all present and future:


 


(a)           dividends
and distributions of any kind and any other sum received or receivable in
respect of that Share;


 


(b)           rights,
shares, money or other assets accruing or offered by way of redemption, bonus,
option or otherwise in respect of that Share;


 


(c)           allotments,
offers and rights accruing or offered in respect of that Share; and


 


(d)           other
rights and assets attaching to, deriving from or exercisable by virtue of the
ownership of, that Share.


 


“Release Date”
has the meaning ascribed to such term in the Security Trust Deed.


 


“Relevant Permitted Reorganisation” has the meaning ascribed
to such term in Schedule 2 to the Second Amendment Agreement.


 


“Second Amendment Agreement”
means the second amendment agreement dated
                             
2010 and made between, amongst others, the Borrower, Deutsche Bank AG, Hong
Kong Branch as facility agent and DB Trustees (Hong Kong) Limited as security
agent in relation to the Facility Agreement


 


“Security Trust
Deed” means the security trust deed
dated 11 January 2010 between, among others, Tianjin New Highland Science
and Technology Development Co., Ltd., Deutsche Bank AG, Hong Kong Branch
as Facility Agent and DB Trustees (Hong Kong) Limited as Security Agent, as
amended by a deed of amendment (the “Amendment to Security
Trust Deed”) dated                                                   .


 


“Shares” means together:


 


(a)           the Initial Charged Shares;


 


(b)           the Initial Additional Charged Shares; and


 


(b)           any Additional Charged
Shares.


 


2

















 


“Supplement” means any supplement to this Deed substantially
in the form of Schedule 2 (Form of Supplement).


 


“Transaction Warrant
Instruments” means the transaction warrant instruments dated 8 January 2010
and entered into by Premium Sino as issuer, Holdco, Parentco and the Founder,
as amended by the First Supplemental Instruments and Second Supplemental
Instruments (in each case) as defined in the Second Amendment Agreement.


 


1.2           Construction


 


In
this Deed:


 


1.2.1        the rules of
construction set out in clause 1.3 (Construction)
of the Security Trust Deed shall apply to this Deed  mutatis mutandis;


 


1.2.2        any reference to the
Chargor, the Security Agent or any or all of the Secured Parties shall be
construed so as to include its or their (and any subsequent) successors and any
permitted assigns and transferees in accordance with their respective
interests;


 


1.2.3        any reference to the
Security Trust Deed or any other agreement or instrument shall be a reference
to the Security Trust Deed or that other agreement or instrument as amended or
novated from time to time; and


 


1.2.4        save where the
context otherwise requires, references in this Deed to any Clause or Schedule shall be to a clause or schedule contained in
this Deed.


 


2.             PAYMENT
OF SECURED OBLIGATIONS


 


2.1           Covenant
to Pay


 


The Chargor covenants with the Security Agent that it shall pay,
discharge and satisfy each of the Secured Obligations on their due date in
accordance with their respective terms provided that neither such covenant nor
the Security constituted by this Deed shall extend to or include any liability
or sum which would, but for this proviso, cause such covenant or Security to be
unlawful or prohibited by any applicable law.


 


2.2           Interest
on Demands


 


If the Chargor fails to pay any sum on the due date for payment of that
sum the Chargor shall pay interest on such sum (before and after any judgment
and to the extent interest at a default rate is not otherwise being paid on
such sum) from the date of demand until the date of payment of such sum in full
by the Chargor, calculated on a daily basis at the rate determined in
accordance with the provisions of clause 9.3 (Default
Interest) of the Facility Agreement (for such purpose only, in the
form subsisting as at the date of this Deed).


 


3

















 


3.             FIXED
CHARGE


 


The Chargor hereby charges as beneficial owner in favour of the Security
Agent as trustee for the Secured Parties, as Security
for the payment and discharge of the Secured Obligations, by way of first fixed
charge all the Chargor’s right, title and interest from time to time in and to the
Charged Portfolio.


 


4.             PERFECTION
OF SECURITY


 


4.1           Perfection


 


4.1.1        The Chargor shall deliver
to the Security Agent the following (in respect of (A) the Initial Charged
Shares, within 10 Business Days from
the date hereof or, if earlier, the Effective Date as defined in the Amendment to
Security Trust Deed; or (B) any Initial Additional Charged Shares or Additional
Charged Shares, promptly but in any event within 10 Business Days from the date
of completion of the Relevant Permitted Reorganisation or (as the case may be) the
date of the Supplement to which such Additional Charged Shares relate):


 


(a)           a
certified true copy of the Company’s register
of members, annotated to include details of this Deed and the charge of such
Shares; and


 


(b)           a
certified true copy of the Chargor’s register of charges, duly stamped and
filed at the Registry of Corporate Affairs in the British Virgin Islands,
showing details of this Deed.


 


4.1.2        If at any time after
the date of this Deed, the Chargor applies to have itself registered as a
non-Hong Kong company under Part XI of
the Companies Ordinance (Cap. 32), it shall forthwith notify the Security
Agent.  Without prejudice to the
foregoing, upon its being registered as a non-Hong Kong company under Part XI of the Companies Ordinance
(Cap. 32), it shall (a) forthwith notify the Security Agent and provide
the Security Agent with the details of such registration and (b) promptly
(and in any case within five weeks after the date of such registration) take
all steps to comply with the requirements under section 91(5) of the
Companies Ordinance (Cap. 32) in respect of this Deed and the Security created hereby.


 


4.2           Delivery
of Documents of Title


 


The Chargor shall:


 


4.2.1        on the date of this Deed (in respect of the Initial Charged Shares) and
promptly but in any event by no later than the date of completion of the
Relevant Permitted Reorganisation (in respect of the Initial Additional Charged
Shares), deposit with or deliver to the Security Agent (or procure the deposit with or delivery to the Security Agent of) the following in respect of such Shares:


 


(a)           all original certificates or other documents evidencing ownership of
such Shares by the Chargor;


 


4

















 


(b)           undated
share transfer forms or, as the case may be, other appropriate instruments of
transfer in respect of such Shares executed in blank by or on behalf of the
Chargor
in the form as set out in Schedule 3 (Share Transfer);


 


(c)           executed and undated
letters of resignation together with letters of authority to date the same from
each of the directors and alternate directors (if any) of the Company, in the
form as set out in Schedule 4 (Letter of Resignation),
unless such letters have already been delivered to the Security Agent;


 


(d)           an executed shareholder
proxy in respect of such Shares in favour of the Security Agent in the form as
set out in Schedule 5 (Irrevocable Proxy);


 


(e)           an executed notice of
charge from the Chargor to the Company in the form as set out in Schedule 6 (Notice of Charge); and


 


(f)            a certified copy of a
memorandum signed by the directors of the Company with respect to the
endorsement of a note of charge in respect of this Deed to the register of
members of the Company in the form as set out in Schedule 7 (Director’s Memorandum);


 


4.2.2        promptly upon (1) the delivery of
any Supplement to the Security Agent, or (2) the accrual, offer or issue of any stocks, shares, warrants or other
securities in respect of or derived from any Shares, notify the Security Agent
of that occurrence (in the case of (2)) and procure the delivery to the Security Agent of:


 


(a)           all original certificates or other documents evidencing ownership of
such Shares by the Chargor;


 


(b)           undated
share transfer forms or, as the case may be, other appropriate instruments of
transfer in respect of such Shares or other items executed in blank by or on behalf of the Chargor  in the form as set out in Schedule 3 (Share Transfer) or such other form as the Security Agent may
request;


 


(c)           if applicable, an executed
shareholder proxy in respect of such Shares or other items in favour of the
Security Agent in the form as set out in Schedule 5 (Irrevocable
Proxy) or such other form as the Security Agent may request;


 


(d)           in the case of Shares:


 


(i)            an
executed notice of charge from the Chargor to the Company in the form as set
out in Schedule 6 (Notice of Charge); and


 


(ii)           a
certified copy of a memorandum signed by the directors of the Company with
respect to the endorsement of a note of charge in respect of this Deed and such Shares to the register of members of the Company;


 


5

















 


4.2.3        procure that, immediately upon the appointment of any replacement or
additional director or alternate director of the Company, an executed and
undated letter of resignation together with a letter of authority to date the
same from such director, in the form as set out in Schedule 4 (Letter of Resignation).


 


4.3           Delivery
of Supplements


 


The Chargor may from time to time deliver
any duly executed Supplement to the Security Agent. Upon such delivery, any and
all shares and/or interests in the Company specified in such Supplement shall
immediately become subject to the security constituted by this Deed.


 


5.             FURTHER
ASSURANCE


 


5.1           Further
Assurance: General


 


5.1.1        The Chargor shall
promptly at its own cost do all such acts and/or execute all such documents
(including without limitation assignments, transfers, mortgages, charges,
notices and instructions) as the Security Agent may specify (and in such form
as the Security Agent may require in favour of the Security Agent or its nominee(s)):


 


(a)           to
perfect the Security created or intended to be created in respect of the
Charged Portfolio (which may include, without limitation, the execution by the
Chargor of a mortgage, charge or assignment over all or any of the assets
constituting, or intended to constitute, any part of Charged Portfolio) or for
the exercise of the Collateral Rights;  and/or


 


(b)           to facilitate the realisation of the Charged
Portfolio.


 


5.2           Necessary
Action


 


The Chargor shall from time to time take all such action (whether or not
requested to do so by the Security Agent) as is or shall be available to it
(including without limitation obtaining and/or effecting all Authorisations) as
may be necessary for the purpose of the creation, perfection, protection or
maintenance of any Security conferred or intended to be conferred on the
Security Agent by or pursuant to this Deed.


 


5.3           Implied
Covenants for Title


 


The obligations of the Chargor under this Deed shall be in addition to
any covenants for title deemed to be included in this Deed under the
Conveyancing and Property Ordinance (Cap. 219) and/or general law.


 


6

















 


6.             UNDERTAKINGS


 


6.1           Negative
Pledge


 


The Chargor undertakes that it shall not, at any time during the
subsistence of this Deed, create or permit to subsist any Security or
Quasi-Security over all or any part of the Charged Portfolio
other than Security constituted by this Deed.


 


6.2           No
Disposal of Interests


 


The Chargor undertakes that it shall not and shall not agree to at any
time during the subsistence of this Deed, sell, assign,
transfer or otherwise dispose of any of its interest in the Charged Portfolio
except (i) with the prior consent in writing of the Security Agent or (ii) for
any transfers of any Charged Portfolio pursuant to the exercise of Transaction
Warrants in accordance with the terms of the Transactions Warrant Instruments
(provided that the provisions of Clause 6.5 (Maintenance of minimum Charged Portfolio) are
satisfied before and after such transfer).


 


6.3           Ownership


 


At any time and
except as a result of any Permitted Reorganisation, on or after the date of
this Deed but prior to the occurrence of a Qualifying IPO (as defined in the
Facility Agreement), the Chargor shall legally and beneficially own directly at
least 90% of the shares in the Company (of each class) of and equity interests
in the Company, free from Security (other than Transaction Security (if any))
and shall not cease to have management control over the Company.


 


6.4           Other
adverse actions


 


The Chargor undertakes that it shall not, at any time during the
subsistence of this Deed:


 


6.4.1        create, grant or
permit to subsist any restriction on the ability of the Security Agent to
transfer or realise, all or any of its
right, title and interest in the Charged Portfolio or any part thereof; or


 


6.4.2        do or permit to be done any act or thing which could
reasonably be expected to jeopardise the rights of the Security Agent in the
Charged Portfolio or any part thereof or which could reasonably be expected to
adversely affect or diminish the value of the Charged Portfolio or any part
thereof.


 


6.5           Maintenance of Minimum Charged Portfolio


 


The Chargor undertakes that until the
Release Date (except with the prior (i) sanction of a Transaction Written
Consent, as defined in the Transaction Warrant Instruments and (ii) consent
of the Security Agent (acting in accordance with the Security Trust Deed)), it
shall ensure that at all times, and notwithstanding any transfers pursuant to
the exercise of the Transaction Warrants in accordance with the terms of the
Transaction Warrant Instruments, the Charged Portfolio
subject to security constituted by this Deed are
not less than the higher of (a) the aggregate maximum number of shares in
the Company


 


7






 










 


that may be required to satisfy the exercise of all outstanding
Transaction Warrants in full and to satisfy any obligations that it may have
under the Transaction Warrant Instruments in full and (b) such number of
shares in the Company comprised in the  Charged
Portfolio as shall be equal to 30% of the Fully Diluted Share
Capital (as defined in the Transaction Warrant Instruments) from time to time.


 


6.6           Changes
to share capital etc


 


Except as otherwise
permitted under the Facility Agreement (in the form subsisting on the date of
this Deed), the Chargor shall
procure that there shall be no increase or reduction in the number of
authorised or issued shares of the Company, no change in the registered
office, no change to the register of members, no appointment of any
further director or officers of the Company and no change to the register of
directors, in each case, without the prior consent in writing of the Security
Agent.


 


6.7           Initial
Additional Charged Shares


 


6.7.1        The Chargor shall ensure
that, immediately after the completion of the Relevant Permitted
Reorganisation, 90% of the entire issued share capital of the Company will be
registered in the name of and beneficially owned by the Chargor.


 


6.7.2        The Chargor shall promptly
notify the Security Agent of the particulars of the Initial Additional Charged
Shares (including without limitation the number and par value of such Shares,
and the number of the share certificate(s) representing such Shares) in
writing.


 


7.             SHARES


 


7.1           Dividends


 


7.1.1        Any and all dividends
and/or distributions received, recovered, paid or delivered to the order of the
Chargor in respect of the Charged Portfolio at any time on or after the occurrence of an Event of Default (as long
as any Event of Default is continuing) shall be promptly paid and delivered to
(and the Chargor shall promptly deliver such dividends and/or distributions to)
the Security Agent for application in accordance with this Deed.


 


7.1.2        Without prejudice to
the foregoing, the Chargor shall promptly inform the Security Agent of the
receipt of any dividend or distribution (whether or not in cash) in respect of
the
Charged Portfolio.


 


7.2           Before
Event of Default


 


7.2.1        Prior to the
occurrence of an Event of Default which is continuing the Chargor shall be
entitled to exercise all voting rights in relation to the Charged Portfolio  provided that
the Chargor shall not exercise such voting rights in any manner, or otherwise
permit or agree to any (a) variation of the rights attaching to or
conferred by any of the Charged Portfolio or (b) increase in the issued share capital, registered capital or



 


8

















 


equity
interest of any company, corporation or entity whose shares/securities/equity
interests are charged or subject to Security
under this Deed, except (in the case of such increase) where such increase is
permitted under the Facility Agreement and any and all such additional shares,
registered capital or equity interests are paid for in full and immediately
made subject to the Security
constituted under this Deed upon their issuance.


 


7.3           After
Event of Default


 


The Security Agent
may, upon and/or after the occurrence of an Event of Default (as long as any
Event of Default is continuing), at its discretion (in the name of the Chargor
or otherwise and without any further consent or authority from the Chargor):


 


7.3.1        exercise (or refrain
from exercising) any voting rights in respect of the Charged Portfolio;


 


7.3.2        apply all dividends,
distributions, interest and other monies arising from the Charged Portfolio as
though they were proceeds of sale under this Deed;


 


7.3.3        transfer all or any
of the
Charged Portfolio into the name of such
nominee(s) of the Security Agent as it shall think fit; and


 


7.3.4        exercise (or refrain
from exercising) the powers and rights conferred on or exercisable by the legal
or beneficial owner of the Charged Portfolio, including without limitation the right, in relation to any company,
corporation or entity whose shares, equity interests or other securities are
included in the Charged Portfolio or any part thereof, to concur or participate
in:


 


(a)           the
reconstruction, amalgamation, sale or other disposal of such company,
corporation or entity or any of its assets or undertaking (including without
limitation the exchange, conversion or reissue of any shares, equity interests
or securities as a consequence thereof);


 


(b)           the
release, modification or variation of any rights or liabilities attaching to
such shares, equity interests or securities; and


 


(c)           the
exercise, renunciation or assignment of any right to subscribe for any shares,
equity interests or securities,


 


in each case in such manner and on such terms as
the Security Agent may think fit, and the proceeds of any such action shall
form part of the Charged Portfolio and may be applied by the Security Agent in
accordance with Clause 12 (Application of
Monies).


 


7.4           Payment
of Calls


 


The Chargor shall pay when due all calls or other payments which may be
or become due in respect of any of the Charged Portfolio,
and in any case of default 


 


9

















 


by the Chargor in such payment, the Security Agent may, if it thinks
fit, make such payment on behalf of the Chargor in which case any sums paid by
the Security Agent shall be reimbursed by the Chargor to the Security Agent on
demand and shall carry interest from the date of payment by the Security Agent
until reimbursed in full at the rate and in accordance with Clause 2.2 (Interest on Demands).


 


7.5           Exercise
of Rights


 


The Chargor shall not exercise any of its rights and powers in relation
to any of the Charged Portfolio in any manner which,
in the opinion of the Security Agent, would prejudice the value of, or the
ability of the Security Agent to realise, the Security created by this Deed.


 


8.             ENFORCEMENT
OF SECURITY


 


8.1           Enforcement


 


Upon and after the occurrence of an Event of Default (as long as any
Event of Default is continuing) or if the Chargor requests the Security Agent
to exercise any of its powers under this Deed, the Security created by or
pursuant to this Deed is immediately enforceable and the Security Agent may,
without notice to the Chargor or prior authorisation from any court, in its
absolute discretion:


 


8.1.1        enforce all or any
part of such Security (at the times, in the manner and on the terms it thinks
fit) and take possession of and hold or dispose of all or any part of the
Charged Portfolio; and


 


8.1.2        whether or not it has
appointed a Receiver, exercise all or any of the powers, authorities and discretions
conferred by the Conveyancing and Property Ordinance (Cap. 219) (as varied or
extended by this Deed) on mortgagees and by this Deed on any Receiver or
otherwise conferred by law on mortgagees and/or Receivers.


 


8.2           No
Liability as Mortgagee in Possession


 


Neither the Security Agent nor any Receiver shall be liable to account
as a mortgagee in possession in respect of all or any part of the Charged
Portfolio or be liable for any loss upon realisation or for any neglect,
default or omission in connection with the Charged Portfolio to which a
mortgagee or a mortgagee in possession might otherwise be liable.


 


9.             POWERS OF
SALE


 


9.1           Extension
of Powers


 


The power of sale or other disposal conferred on the Security Agent and
on any Receiver by this Deed shall operate as a variation and extension of the
statutory power of sale under Sections 51 and 53 of the Conveyancing and
Property Ordinance (Cap. 219) and such power shall arise (and the Secured
Obligations shall be deemed due and payable for that purpose) on execution of
this Deed.


 


10

















 


9.2           Restrictions


 


The restrictions contained in paragraph 11 of the Fourth Schedule to the
Conveyancing and Property Ordinance (Cap. 219) shall not apply to this Deed or
to the exercise by the Security Agent of its right to consolidate all or any of
the Security created by or pursuant to this Deed with any other Security in
existence at any time or to its power of sale, which powers may be exercised by
the Security Agent without notice to the Chargor on or at any time after the
occurrence of an Event of Default (as long as any Event of Default is
continuing). Any restrictions on the consolidation of Security shall be
excluded to the fullest extent permitted by law.


 


10.           APPOINTMENT
OF RECEIVER OR ADMINISTRATOR


 


10.1         Appointment
and Removal


 


Upon and after the occurrence of an Event of Default (as long as any
Event of Default is continuing) or if requested to do so by the Chargor, the
Security Agent may by deed or otherwise (acting through an authorised officer
of the Security Agent), without prior notice to the Chargor:


 


10.1.1      appoint one or more
persons to be a Receiver of the whole or any part of the Charged Portfolio;


 


10.1.2      appoint two or more
Receivers of separate parts of the Charged Portfolio;


 


10.1.3      remove (so far as it
is lawfully able) any Receiver so appointed; and/or


 


10.1.4      appoint another
person(s) as an additional or replacement Receiver(s).


 


10.2         Capacity
of Receivers


 


Each person appointed to be a Receiver pursuant to Clause 10.1 (Appointment and Removal) shall be:


 


10.2.1      entitled to act
individually or together with any other person appointed or substituted as
Receiver;


 


10.2.2      for all purposes
deemed to be the agent of the Chargor which shall be solely responsible for his
acts, defaults and liabilities and for the payment of his remuneration and no
Receiver shall at any time act as agent for the Security Agent; and


 


10.2.3      entitled to
remuneration for his services at a rate to be fixed by the Security Agent from
time to time.


 


10.3         Statutory
Powers of Appointment


 


The powers of appointment of a Receiver herein contained shall be in
addition to all statutory and other powers of appointment of the Security Agent
under the Conveyancing and Property Ordinance (Cap. 219) (as varied and
extended by this Deed) or otherwise and such powers shall remain exercisable
from time to time by the Security Agent in respect of all or any part of the
Charged Portfolio.


 


11

















 


11.           POWERS OF
RECEIVER


 


11.1         Powers of
Receiver


 


Every Receiver shall (subject to any restrictions in the instrument
appointing him but notwithstanding any winding-up or dissolution of the
Chargor) have and be entitled to exercise, in relation to the Charged Portfolio
(and any assets of the Company which, when got in, would be Charged Portfolio)
or that thereof in respect of which he was appointed, and as varied and
extended by the provisions of this Deed (in the name of or on behalf of the
Chargor or in his own name and, in each case, at the cost of the Chargor):


 


11.1.1      all the powers
conferred by the Conveyancing and Property Ordinance (Cap. 219) on mortgagors
and on mortgagees in possession and on receivers appointed under that
Ordinance;


 


11.1.2      all the powers and
rights of an absolute owner and power to do or omit to do anything which the
Chargor itself could do or omit to do; and


 


11.1.3      the power to do all
things (including without limitation
bringing or defending proceedings in the name or on behalf of the Chargor)
which seem to the Receiver to be incidental or conducive to (a) any of the
functions, powers, authorities or discretions conferred on or vested in him or (b) the
exercise of any Collateral Rights (including without limitation realisation of all or any part of the Charged
Portfolio) or (c) bringing to his hands any assets of the Chargor forming,
or which when got in would be, part of the Charged Portfolio.


 


11.2         Additional
Powers of Receiver


 


In addition to and without prejudice to the generality of the foregoing,
every Receiver shall (subject to any limitations or restrictions expressed in
the instrument appointing him but notwithstanding any winding-up or dissolution
of the Chargor) have the following powers in relation to the Charged Portfolio
(and any assets of the Chargor which, when got in, would be part of the Charged
Portfolio), in respect of which he was appointed (and every reference in this
Clause 11.2 to the “Charged Portfolio”
shall be read as a reference to that part of the Charged Portfolio in respect
of which such Receiver was appointed):


 


11.2.1      Take Possession


 


power to enter upon, take immediate possession
of, collect and get in the Charged Portfolio including without limitation
dividends, distributions and other income whether accrued before or after the
date of his appointment  and
for that purpose to make, or to require the directors of the Company to
make, calls conditionally or unconditionally upon the holders of the Company’s
share capital in respect of any such capital of the Company
which remains uncalled and to enforce payment of calls so made and any previous
unpaid calls by taking proceedings in the name of the Chargor or in his own
name;


 


12

















 


11.2.2     Proceedings and
Claims


 


power to bring, prosecute, enforce, defend and
abandon applications, claims, disputes, actions, suits and proceedings in
connection with all or any part of the Charged Portfolio or the Deed in the
name of the Chargor or in his own name and to submit to arbitration, negotiate,
compromise and settle any such applications, claims, disputes, actions, suits
or proceedings  and
in addition to take or defend proceedings for the compulsory winding-up of the
Chargor and proceedings for directions under Section 255 of the Companies
Ordinance (Cap. 32);


 


11.2.3     Deal with Charged
Portfolio


 


without the need to observe the restrictions imposed by paragraph 11 of
the Fourth Schedule to the Conveyancing and Property Ordinance (Cap. 219),
power, in relation to the Charged Portfolio and each and every part thereof, to
sell, transfer or convey the same (in each case with or without consideration)
or concur in any of the foregoing by the Chargor or any other receiver or
manager of the Chargor (including without limitation to or in relation to the Security
Agent or any of the other Secured Parties) in such manner and
generally on such terms as he thinks fit;


 


11.2.4     Insurance


 


power to effect, maintain or renew indemnity and
other insurances and to obtain bonds and performance guarantees;


 


11.2.5     Borrowing


 


power to raise or borrow money from the Security
Agent or any of the other Secured Parties or any other person to rank either in
priority to the Security constituted by this
Deed or any part of it or otherwise and with or without a mortgage or charge on
the Charged Portfolio or any part of it on such terms as he shall in his
absolute discretion think fit (and no person lending such money shall be
concerned to see or enquire as to the propriety or purpose of the exercise of
such power or the application of money so raised or borrowed);


 


11.2.6     Redemption of
Security


 


power to redeem, discharge or compromise any Security
whether or not having priority to the Security
constituted by this Deed or any part of it;


 


11.2.7     Covenants, Guarantees
and Indemnities


 


power to enter into bonds, covenants,
guarantees, commitments, indemnities and other obligations or liabilities as he
shall think fit, to make all payments needed to effect, maintain or satisfy
such obligations or liabilities and to use the company seal of the Chargor; and


 


13

















 


11.2.8     Exercise of Powers in
Chargor’s Name


 


power to exercise any or all of the above powers
on behalf of and in the name of the Chargor (notwithstanding any winding-up or
dissolution of the Chargor) or on his own behalf.


 


11.3         Terms of
Disposition


 


In making any sale or other disposal of all or any part of the Charged
Portfolio or any acquisition in the exercise of their respective powers a
Receiver or the Security Agent may accept or dispose of as, and by way of
consideration for, such sale or other disposal or acquisition, cash, shares,
loan capital or other obligations, including without limitation consideration
fluctuating according to or dependent upon profit or turnover and consideration
the amount whereof is to be determined by a third party.  Any such consideration may, if thought
expedient by the Receiver or the Security Agent, be nil or may be payable or
receivable in a lump sum or by instalments. 
Any contract for any such sale, disposal or acquisition by the Receiver
or the Security Agent may contain conditions excluding or restricting the
personal liability of the Receiver or the Security Agent.


 


12.           APPLICATION
OF MONIES


 


12.1         Order of
Application


 


Save as otherwise expressly provided in this Deed, all moneys received
or recovered by the Security Agent or any Receiver pursuant to this Deed or the
powers conferred by it shall (subject to the claims of any person having prior
rights thereto and subject to Clause 12.2 (Suspense Account),
and by way of variation of the Conveyance and Property Ordinance (Cap. 219)) be
applied in accordance with Clause 7 (Application of Proceeds) of the Security
Trust Deed.


 


12.2         Suspense
Account


 


All monies received, recovered or realised under this Deed by the
Security Agent or any Receiver or the powers conferred by it (including the
proceeds of any conversion of currency) may in its discretion be credited to
and held in any suspense or impersonal account pending their application from
time to time in or towards the discharge of any of the Secured Obligations in
accordance with Clause 12.1 (Order of Application).


 


12.3         Application
by Chargor


 


Any application under this Clause 12 shall override any application by
the Chargor.


 


13.           RECEIPT
AND PROTECTION OF PURCHASERS


 


13.1         Receipt
and Consideration


 


The receipt of the Security Agent or any Receiver shall be conclusive
discharge to a purchaser of any part of the Charged Portfolio from the Security
Agent or such Receiver and in making any sale or disposal of any part of the
Charged 


 


14

















 


Portfolio or making any acquisition, the Security Agent or any Receiver
may do so for such consideration, in such manner and on such terms as it thinks
fit.


 


13.2         Protection
of Purchasers


 


No purchaser or other person dealing with the Security Agent or any
Receiver shall be bound to inquire whether the right of the Security Agent or
such Receiver to exercise any of its powers has arisen or become exercisable or
be concerned with any propriety or regularity on the part of the Security Agent
or such Receiver in such dealings.  The
protection given to purchasers from a mortgagee in Sections 52 and 55 of the
Conveyancing and Property Ordinance (Cap. 219) shall apply equally to purchaser(s) and
other person(s) dealing with the Security Agent or any Receiver.


 


14.           POWER OF
ATTORNEY


 


14.1         Appointment
and Powers


 


The Chargor by way of Security
irrevocably (within the meaning of Section 4 of the Powers of Attorney
Ordinance (Cap. 31)) appoints the Security Agent and any Receiver severally,
upon or after the occurrence of an Event of Default (as long as any Event of
Default is continuing), to be its attorney and in
its name, on its behalf and as its act and deed to execute, deliver and perfect
all documents and do all things which the Security Agent or
such Receiver may consider to be necessary for:


 


14.1.1      carrying out any
obligation imposed on the Chargor by this Deed or any other agreement binding
on the
Chargor to which the Security Agent
is party (including without limitation the execution and delivery of any deeds, charges, assignments or other Security and any transfers of the Charged Portfolio or
any part thereof); and


 


14.1.2      enabling the Security
Agent and any Receiver to exercise, or delegate the exercise of, any of the
rights, powers and authorities conferred on them by or pursuant to this Deed or
by law (including, without limitation, upon or after the occurrence of an Event of
Default (as long as any Event of Default is continuing) the exercise of any right of a legal or beneficial
owner of the Charged Portfolio or any part thereof).


 


14.2         Ratification


 


The Chargor shall ratify and confirm all things done and all documents
executed by any attorney in the exercise or purported exercise of all or any of
his powers.


 


15.           REPRESENTATIONS


 


15.1         Representations


 


The Chargor represents and warrants to the Security Agent that as at the
date of this Deed:


 


15.1.1      it is a  company incorporated with limited liability and validly existing under the laws of the British
Virgin Islands; and


 


15

















 


15.1.2      subject to any
general principles of law as at the date of this Deed limiting its obligations
which are specifically referred to in any legal opinion delivered pursuant to the terms of the Second
Amendment Agreement:


 


(a)           each
of the obligations expressed to be assumed by it in this Deed  are legal, valid, binding and enforceable
obligations; and


 


(b)           (without
limiting the generality of Clause 15.1.2(a) above), this Deed creates the
security interests which it purports to create and such security interests are
valid and effective;


 


15.1.3      the entry into and
performance by it of, and the transactions contemplated by, this Deed do not
and will not:


 


(a)           conflict
with any law or regulation applicable to it;


 


(b)           conflict
with its constitutional documents;


 


(c)           conflict
with any agreement or instrument binding upon it or any of its assets; or


 


(d)           result
in the existence of or oblige it to create any Security over all or any of its
assets (other than the Security constituted pursuant to this Deed);


 


15.1.4      it has the power to
enter into, perform and deliver, and has taken all necessary action to
authorise its entry into, performance and delivery of, this Deed;


 


15.1.5      no limit on its
powers will be exceeded as a result of the grant of Security contemplated by
this Deed;


 


15.1.6      all Authorisations
required or desirable:


 


(a)           to
enable it lawfully to enter into, exercise its rights and comply with its
obligations in this Deed;


 


(b)           to
make this Deed admissible in evidence in its jurisdiction of incorporation, the Cayman Islands and/or Hong Kong; and/or


 


(c)           to
enable it to create the Security expressed to be created by it pursuant to this
Deed and to ensure that such Security has the priority and ranking it is
expressed to have,


 


have been obtained or effected and are in full force and effect;


 


15.1.7      the choice of the
laws of Hong Kong as the governing law of this Deed will be recognised and
enforced in its jurisdiction of incorporation and in the Hong Kong courts;


 


15.1.8      any judgment obtained
in the Hong Kong courts in relation to this Deed will, subject to the legal
qualifications specifically referred to in any 


 


16

















 


legal
opinion delivered pursuant to the terms of the Second Amendment Agreement, be recognised and enforced in its jurisdiction of
incorporation and/or Hong Kong;


 


15.1.9      under the law of its
jurisdiction of incorporation and the Cayman Islands, it is not necessary that this Deed be filed, recorded or enrolled with
any court or other authority in that jurisdiction or that any stamp,
registration or similar tax be paid on or in relation to this Deed;


 


15.1.10    it
has not sold or otherwise disposed of, or created, granted or permitted to
subsist any Security over, all or any of its right, title and interest in the
Charged Portfolio (other than the Security
constituted pursuant to this Deed);


 


15.1.11    the
particulars of the Initial Charged Shares as at the date of this Deed as set out in Schedule 1 (Particulars of the Shares), the particulars of the Initial Additional
Charged Shares as notified by the Chargor to the Security Agent, and (in respect of any and all Additional Charged Shares)
the particulars of such Additional Charged Shares as at the date of the
Supplement relating thereto as set out in such Supplement, are accurate in all
respects;


 


15.1.12    the
Shares have been validly issued by the Company and are fully paid up and there
are no monies or liabilities payable or outstanding in relation to any of the
Shares;


 


15.1.13    the
Chargor legally and beneficially owns all of the Shares, free and clear of all
Security, except for any Security constituted hereby, and exercises management control over the
Company; and


 


15.1.14    as at the date of this Deed, the Chargor is not
registered as a non-Hong Kong company under Part XI of the Companies
Ordinance (Cap. 32) nor has it made any application to be so registered.


 


17






 


 










 


15.2         All
of the representations and warranties in Clause 15.1 (Representations) are made by the Chargor
to the Security Agent on the date of this Deed and each of such  representations and warranties (except
sub-Clauses 15.1.11 and  15.1.14)
shall be deemed to be repeated by the Chargor on the date of each Utilisation
Request, on each Utilisation Date and on the first day of each Interest Period
relating to each Loan, the date of the Second Amendment Agreement, the
Effective Date (as defined in the Second Amendment Agreement) and (for so long as the Release Date has not
occurred) on each date falling on the last day of each successive period of
three Months from and including the Facility Release Date, in each case by
reference to the facts and circumstances existing at the date on which such
representation or warranty is deemed to be made or repeated.


 


16.           EFFECTIVENESS
OF SECURITY


 


16.1         Continuing
Security


 


16.1.1      The Security created
by or pursuant to this Deed shall remain in full force and effect as a continuing
Security for the Secured Obligations unless and until
discharged by the Security Agent.


 


16.1.2      No part of the Security from time to time intended to be constituted
by this Deed will be considered satisfied or discharged by any intermediate
payment, discharge or satisfaction of the whole or any part of the Secured
Obligations.


 


16.2         Cumulative
Rights


 


The Security created by this Deed and the Collateral Rights shall be
cumulative, in addition to and independent of every other Security
which any or all of the Secured Parties may at any time hold for any or all of
the Secured Obligations or any rights, powers and remedies provided by
law.  No prior Security
held by any Secured Party over the whole or any part of the Charged Portfolio
shall merge into the Security
constituted by this Deed.


 


16.3         Chargor’s
Obligations


 


None of the obligations of the Chargor under this Deed or the Collateral
Rights shall be affected by an act, omission, matter, thing or event which, but
for this Clause 16.3, would reduce, release or prejudice any of its obligations
under this Deed (without limitation and whether or not known to it or any
Secured Party) including:


 


16.3.1      any time, waiver or
consent granted to, or composition with, any Obligor or other person;


 


16.3.2      the release of any
Obligor or any other person under the terms of any composition or arrangement
with any creditor of any member of the Group;


 


16.3.3      the taking,
variation, compromise, exchange, renewal or release of, or refusal or neglect
to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor or other person or
any non-presentation or non-observance of any formality or other requirement in



 


18

















 


respect
of any instrument or any failure to realise the full value of any Security;


 


16.3.4      any incapacity or
lack of power, authority or legal personality of or dissolution or change in
the members or status of any Obligor or any other person;


 


16.3.5      any amendment, novation, supplement,
extension (whether of maturity or otherwise) or restatement (in each case
however fundamental and of whatsoever nature and whether or not more onerous)
or replacement of a Transaction Document or any other documents or Security or
of the Secured Obligations;


 


16.3.6      any variation of the
terms of the trust upon which the Security Agent holds any Transaction
Security;


 


16.3.7      any unenforceability,
illegality or invalidity of any obligation of any person under any Transaction Document or any other document or Security; or


 


16.3.8      any insolvency or
similar proceedings;


 


16.3.9      any claims or set-off
right that the Chargor may have; or


 


16.3.10    any
law, regulation or decree or order of any jurisdiction affecting any Obligor.


 


16.4         Remedies
and Waivers


 


No failure on the part of the Security Agent to exercise, or any delay
on its part in exercising, any Collateral Right shall operate as a waiver
thereof or constitute an election to affirm this Deed.  No election to affirm this Deed shall be
effective unless it is in writing.  No
single or partial exercise of any Collateral Right preclude any further or
other exercise of that or any other Collateral Right.


 


16.5         No
Liability


 


None of the Security Agent, its nominee(s) or any Receiver shall be
liable by reason of (a) taking any action permitted by this Deed or (b) any
neglect or default in connection with all or any part of the Charged Portfolio
or (c) taking possession of or realising all or any part of the Charged
Portfolio, except in the case of gross negligence or wilful default upon its
part (as finally judicially determined).


 


16.6         Partial
Invalidity


 


If, at any time, any provision of this Deed is or becomes illegal,
invalid or unenforceable in any respect under the law of any jurisdiction,
neither the legality, validity or enforceability of the remaining provisions of
this Deed under such laws nor of such provision under the laws of any other
jurisdiction shall in any way be affected or impaired thereby and, if any part
of the Security intended to be
created by or pursuant to this Deed is invalid, unenforceable or ineffective
for any reason, that shall not affect or impair any other part of that Security.


 


19

















 


16.7         No Prior
Demand


 


The Security Agent shall not be obliged to make any demand of or enforce
any rights or claim against any Obligor or any other person, to take any action
or obtain judgment in any court against any Obligor or any other person or to
make or file any proof or claim in a liquidation, bankruptcy or insolvency of
any Obligor or any other person or to enforce or seek to enforce any other
Security in respect of any or all of the Secured Obligations before exercising
any Collateral Right.


 


16.8         Deferral
of rights


 


Until the occurrence of the Release Date, the Chargor will not (unless
the Security Agent otherwise directs) exercise any rights which it may have by
reason of performance by it of its obligations under this Deed:


 


16.8.1      to be indemnified by
any Obligor;


 


16.8.2      to claim any
contribution from any guarantor of any Obligor’s obligations under any or all of the
Transaction Documents;
and/or


 


16.8.3      to take the benefit (in whole or in part and whether
by way of subrogation or otherwise) of any rights of the Secured Parties under
the Transaction Documents or of any other guarantee or Security taken pursuant to, or in connection with, the Transaction Documents by any Secured Party.


 


16.9         Settlement
conditional


 


Any settlement, discharge or release hereunder in relation to the
Chargor or all or any part of the Charged Portfolio shall be conditional upon
no Security or payment by any or all of the Obligors to, or recovery from any
or all of the Obligors by, any or all of the Secured Parties being avoided or
reduced by virtue of any bankruptcy, insolvency, liquidation or similar laws of
general application or any similar event or for any other reason and shall in
those circumstances be void.


 


17.           RELEASE


 


17.1         Release of Security


 


17.1.1      After the occurrence
of the Release Date and subject to Clauses 16.9 (Settlement conditional)
and 17.2 (Avoidance of payments), the Security Agent shall (at the request and cost of
the Chargor) execute such documents and do all such reasonable acts as may be
necessary to release the Charged Portfolio from the security constituted by
this Deed
without recourse to, or any representation or warranty by, the Security Agent
or any of its nominees.


 


17.1.2      Upon any transfer of
any Charged
Portfolio pursuant to the exercise of
any Transaction Warrants in accordance with the terms of the Transaction
Warrant Instruments, provided that the provisions of Clause 6.5 (Maintenance
of minimum Charged Portfolio) are satisfied before 


 


20

















 


and
after such transfer, the Security Agent shall (at the request and cost of the Chargor) execute such documents and do all such reasonable
acts as may be necessary to release such Charged Portfolio so transferred from the security constituted by this Deed without recourse to,
or any representation or warranty by, the Security Agent or any of its nominees, such release shall not prejudice the security
hereunder over the other Charged Portfolio.


 


17.2         Avoidance
of Payments


 


If the Security Agent considers that any amount paid or credited to any Security Party
by or from any Obligor is capable of being avoided or reduced
by virtue of any bankruptcy, insolvency, liquidation or similar laws, the
liability of the Chargor under this Deed and the Security
constituted by this Deed shall continue and such amount shall not be considered
to have been irrevocably paid.


 


18.           SUBSEQUENT
SECURITY INTERESTS


 


18.1         Subsequent
Security Interests


 


If the Security Agent (acting in its capacity as security
agent or trustee or otherwise) or any of the other Secured Parties at any time
receives or is deemed to have received notice of any subsequent Security or
other interest affecting all or any part of the Charged Portfolio or any
assignment or transfer of the Charged Portfolio which is prohibited by the
terms of this Deed or any Transaction Document,
all payments thereafter by or on behalf of any or all of the Obligors to the
Security Agent (whether in its capacity as security agent or trustee or
otherwise) or any of the other Secured Parties shall be treated as having been
credited to a new account of the Security Agent or, as the case may be, that
other Secured Party and not as having been applied in reduction of the Secured
Obligations as at the time when (or at any time after) the Security Agent or
any other Secured Party received such notice of such subsequent Security or
other interest or such assignment or transfer.


 


18.2         Prior
Security Interests


 


In the event of any
action, proceeding or step being taken to exercise any powers or remedies
conferred by any prior ranking Security or upon the exercise by the Security
Agent or any Receiver of any power of sale under this Deed, the Security Agent
may redeem that prior Security or procure the transfer of it to itself.  The Security Agent may settle and agree the
accounts of the prior Security and any accounts so settled and agreed will be
conclusive and binding on the Chargor. 
All principal monies, interest, costs, charges and expenses of and
incidental to any redemption or transfer will be paid by the Chargor to the Security
Agent on demand.


 


19.           CURRENCY CONVERSION AND INDEMNITY


 


19.1         Currency
Conversion


 


For the purpose of or pending the discharge of any of the Secured
Obligations the Security Agent may convert any money received, recovered or
realised or 


 


21

















 


subject to application by it under this Deed from one currency to
another, as the Security Agent may think fit, and any such conversion shall be
effected at the Security Agent’s spot rate of exchange (or, if so such spot of exchange
is quoted by the Security Agent, such other rate of exchange as may be
available to the Security Agent) for the time being for obtaining such other
currency with such first-mentioned currency.


 


19.2         Currency
Indemnity


 


If any sum (a “Sum”) owing by
the Chargor under this Deed or any order or judgment given or made in relation
to this Deed has to be converted from the currency (the “First
Currency”) in which such Sum is payable into another currency (the “Second Currency”) for the purpose of:


 


19.2.1      making or filing a
claim or proof against the Chargor;


 


19.2.2      obtaining an order or
judgment in any court or other tribunal;


 


19.2.3      enforcing any order
or judgment given or made in relation to this Deed; or


 


19.2.4      applying the Sum in
satisfaction of any of the Secured Obligations,


 


the Chargor shall indemnify the Security Agent from and against any loss
suffered or incurred as a result of any discrepancy between (a) the rate
of exchange used for such purpose to convert such Sum from the First Currency into
the Second Currency and (b) the rate or rates of exchange available to the
Security Agent at the time of such receipt or recovery of such Sum.


 


20.           COSTS,
EXPENSES AND INDEMNITY


 


20.1         Costs and
expenses


 


The Chargor shall, on demand of the Security Agent, reimburse the
Security Agent on a full indemnity basis for all costs and expenses (including
legal fees and any value added tax) incurred by the Security Agent in
connection with (a) the execution of this Deed or otherwise in relation to
this Deed, (b) the perfection or enforcement of the Security constituted
by this Deed and/or (c) the exercise of any Collateral Right, together
with interest from the date such costs and expenses were incurred to the date
of reimbursement of the same by the Chargor, calculated in accordance with the
provisions of the Facility Agreement (applying mutatis
mutandis as if the same were an Unpaid Sum thereunder).


 


20.2         Stamp
taxes


 


The Chargor shall pay all stamp, registration and other Taxes to which
this Deed, the Security contemplated in this Deed and/or any judgment given in
connection with this Deed is, or at any time may be, subject and shall, from
time to time, indemnify the Security Agent on demand against any liabilities,
costs, claims and/or expenses resulting from any failure to pay or delay in
paying any such Tax.


 


22

















 


20.3         Indemnity


 


The Chargor shall, notwithstanding any release or discharge of all or
any part of the Security constituted by this Deed, indemnify the Security Agent
and each other Secured Party (through the Security Agent), their respective
agents, attorneys and any Receiver against any action, proceeding, claims,
losses, liabilities and costs which it may sustain as a consequence of any
breach by the Chargor of the provisions of this Deed, the exercise or purported
exercise of any of the rights and powers conferred on any of them by this Deed
or otherwise relating to the Charged Portfolio or any part thereof.


 


21.           PAYMENTS
FREE OF DEDUCTION


 


All payments to be made to the Security Agent under this Deed shall be
made free and clear of and without deduction for or on account of Tax unless
the Chargor is required to make such payment subject to the deduction or
withholding of Tax, in which case the sum payable by the Chargor in respect of
which such deduction or withholding is required to be made shall be increased
to the extent necessary to ensure that, after the making of such deduction or
withholding, the person on account of whose liability to Tax such deduction or
withholding has been made receives and retains (free from any liability in
respect of any such deduction or withholding) a net sum equal to the sum which
it would have received and so retained had no such deduction or withholding
been made or required to be made.


 


22.           DISCRETION
AND DELEGATION


 


22.1         Discretion


 


Any liberty or power which may be exercised or any determination which
may be made under this Deed by the Security Agent or any Receiver may, subject
to the terms and conditions of the Security Trust Deed,
be exercised or made in its absolute and unfettered discretion without any
obligation to give reasons.


 


22.2         Delegation


 


Each of the Security Agent and any Receiver shall have full power to
delegate (either generally or specifically) the powers, authorities and
discretions conferred on it by this Deed (including without limitation the
power of attorney under Clause 14 (Power of Attorney))
on such terms and conditions as it shall see fit which delegation shall not
preclude any subsequent exercise, any subsequent delegation or any revocation
of such power, authority or discretion by the Security Agent or any Receiver.


 


23.           SET-OFF


 


The Security Agent may set off any matured obligation due from the
Chargor under any or all of the Transaction Documents (to the extent
beneficially owned by the Security Agent) against any matured obligation owed
by the Security Agent to the Chargor, regardless of the place of payment,
booking branch or currency of either obligation.  If such obligations are in different
currencies, the 


 


23

















 


Security Agent may convert either obligation at a market rate of
exchange in its usual course of business for the purpose of such set-off.


 


24.           CHANGES
TO PARTIES


 


24.1         Successors


 


This Deed shall be binding upon and enure to the benefit of each party
hereto and its and/or any subsequent successors and permitted assigns and
transferees.  Without prejudice to the
foregoing, this Deed shall remain in effect despite any amalgamation or merger
(however effected) relating to the Security Agent; and references to the
Security Agent herein shall be deemed to include any person who, under the laws
of its jurisdiction of incorporation or domicile, has assumed the rights and
obligations of the Security Agent under this Deed or to which, under such laws,
those rights and obligations have been transferred.


 


24.2         No
Assignment or Transfer by the Chargor


 


The Chargor may not assign or transfer any or all of its rights (if any)
and/or obligations under this Deed.


 


24.3         Assignment
and Transfer by Security Agent to Successor


 


The Security Agent may:


 


24.3.1      assign all or any of
its rights under this Deed; and


 


24.3.2      transfer all or any
of its obligations (if any) under this Deed,


 


to any successor Security Agent in accordance with the provisions of the
Security Trust Deed provided that it is acknowledged that such transfer shall
not in any way prejudice the priority of the Security constituted by this Deed
(which shall be assigned to such successor Security Agent pursuant to the terms
of the Security Trust Deed).  Upon such
assignment and transfer taking effect, the successor Security Agent shall be
and be deemed to be acting as security agent and trustee for the Secured
Parties for the purposes of this Deed and in place of the former Security
Agent.


 


24.4         Assignment
by other Secured Parties


 


Each Secured Party (other than the Security Agent) may assign all or any
of its rights under this Deed (whether direct or indirect).  The Chargor irrevocably and unconditionally
confirms that:


 


24.4.1      it consents to any
assignment or transfer by any Secured Party of its rights and/or obligations
made in accordance with the provisions of the applicable Transaction Documents;


 


24.4.2      it shall continue to
be bound by the terms of this Deed, notwithstanding any such assignment or
transfer; and


 


24.4.3      the assignee or
transferee of such Secured Party shall acquire an interest in this Deed upon
such assignment or transfer taking effect.


 


24

















 


24.5         Disclosure


 


The Chargor agrees to any disclosure of any information made in
accordance with Clause 23.9 (Disclosure of information) of the Facility
Agreement.


 


25.           AMENDMENTS
AND WAIVERS


 


Any provision of this Deed
may be amended or waived only by agreement in writing between the Chargor and
the Security Agent.


 


26.           PERPETUITY
PERIOD


 


The perpetuity period under the rule against perpetuities, if
applicable to this Deed, shall be the period of eighty years from the date of
the Facility Agreement.


 


27.           NOTICES


 


The provisions of Clause 30 (Notices)
of the Facility Agreement (in the form subsisting as at the date of this Deed)
shall apply to this Deed mutatis mutandis.


 


28.           COUNTERPARTS


 


This Deed may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument.


 


29.           GOVERNING
LAW


 


This Deed is governed by the laws of Hong Kong.


 


30.           JURISDICTION


 


30.1         Hong Kong
Courts


 


The courts of Hong Kong have exclusive jurisdiction to settle any dispute
(a “Dispute”) arising out of, or connected
with this Deed (including a dispute regarding the existence, validity or
termination of this Deed or the consequences of its nullity).


 


30.2         Convenient
Forum


 


The parties hereto agree that the courts of Hong Kong are the most
appropriate and convenient courts to settle Disputes between them and,
accordingly, that they will not argue to the contrary.


 


30.3         Exclusive
Jurisdiction


 


This Clause 30 (Jurisdiction)
is for the benefit of the Security Agent only. 
As a result and notwithstanding Clause 30.1 (Hong Kong
Courts), nothing herein shall prevent the Security Agent from taking
proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law the Security
Agent may take concurrent proceedings in any number of jurisdictions.


 


25

















 


30.4         Service
of process


 


Without prejudice to any other mode of service allowed under any
relevant law, the Chargor:


 


30.4.1      irrevocably appoints
International Petroleum Services Corporation Limited of 1/F., Sunning Plaza, 10
Hysan Avenue, Causeway Bay, Hong Kong as its agent for service of process in
relation to any proceedings before the Hong Kong courts in connection with this
Deed; and


 


30.4.2      agrees that failure by a process agent to notify the
Chargor of any process will not invalidate the proceedings concerned.


 


30.5         Waiver of
immunity


 


The Chargor waives generally all immunity it or its assets or revenues
may otherwise have in any jurisdiction, including immunity in respect of:


 


30.5.1      the giving of any
relief by way of injunction or order for specific performance or for the
recovery of assets or revenues; and/or


 


30.5.2      the issue of any
process against its assets or revenues for the enforcement of a judgment or, in
an action in rem, for the arrest,
detention or sale of any of its assets and revenues.


 


IN
WITNESS WHEREOF this
Deed has been signed on behalf of the Security Agent and
executed as a deed by the Chargor
and is intended to be and is hereby delivered by it as a deed on the date
specified above.


 


26






 


 


 










 


SCHEDULE 1

PARTICULARS OF THE SHARES


 


	
  Beneficial owner

  	
   

  	
  Shares (ordinary shares of          each in

  the issued capital of the Company)

  	
   

  	
  Registered holder

  
	
  Premium Sino Finance Limited

  	
   

  	
   

  	
   

  	
  Premium Sino Finance Limited

  



 


27

















 


SCHEDULE 2

FORM OF SUPPLEMENT


 


	
  From:

  	
  Premium Sino Finance Limited as Chargor

  	
   

  
	
   

  	
   

  	
   

  
	
  To:

  	
  [DB Trustees (Hong Kong)
  Limited] as Security Agent

  	
   

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
  [                        ]

  	
   

  



 


SUPPLEMENT TO SHARE CHARGE


 


This Supplement now witnesses as follows:


 


We refer to the share charge dated [          ] between DB Trustees
(Hong Kong) Limited as security agent and Premium Sino
Finance Limited as chargor (as amended and/or supplemented from time
to time, the “Deed”).  Unless otherwise defined herein, terms and
expressions defined in or construed for the purposes of the Deed shall have the
same meaning in this Supplement.  This
Supplement is supplemental to the Deed.


 


Without prejudice to the provisions of the Deed, the Chargor hereby
charges as beneficial owner and by way of first fixed charge all its rights,
title and interest in and to the shares of and/or interests in the Company
specified in the Schedule hereto (the “Relevant
Additional Shares”) and the Related Assets relating thereto, in favour
of the Security Agent for the payment and discharge of all of the Secured
Obligations.


 


The provisions of Clauses 16 (Effectiveness of Security),
24 (Changes to Parties), 28 (Counterparts), 29 (Governing Law)
and 30 (Jurisdiction) of the Deed shall apply to
this Supplement as if set out in full herein mutatis
mutandis, and as if any reference therein to the Deed included a
reference to this Supplement.


 


IN WITNESS WHEREOF this Supplement has
been signed on behalf of the Security Agent and executed as a deed by the Chargor
and is intended to be and is hereby delivered by the Chargor as a deed on the
date specified above.


 


28

















 


SIGNED, SEALED AND DELIVERED


as a DEED for and on behalf
of


and EXECUTED AS A DEED by


PREMIUM SINO FINANCE LIMITED


by


 


in the presence of:


 


 


(Name of witness)


 


Name:


 


Address:


 


 


Schedule


 


	
  Description of Relevant

  Additional Shares

  	
   

  	
  Share certificate

  number

  representing

  Relevant

  Additional

  Shares

  	
   

  	
  Registered Holder

  	
   

  	
  Beneficial Owner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


29

















 


SCHEDULE 3


 


SHARE
TRANSFER


 


The Undersigned, Premium
Sino Finance Limited, (the “Transferor”),
for value received does hereby transfer to
                                  
(the “Transferee”), the
              shares
standing in its name in the undertaking called SinoTech Energy Limited to hold
the same unto the Transferee.


 


	
  Signed by the
  Transferor

  	
   

  	
   

  
	
  in the presence
  of:

  	
   

  	
  ,

  
	
   

  	
  Premium
  Sino Finance Limited

  	
   

  



 


 


(Name of witness)


 


Name:


 


 


	
  Signed by the
  Transferee

  	
   

  	
   

  
	
  in the presence
  of:

  	
   

  	
  ,

  



 


 


(Name of witness)


 


Name:


 


 


Dated this             day of                20


 


30

















 


SCHEDULE 4


 


LETTER
OF RESIGNATION


 


	
  To:

  	
  The
  Secretary

  
	
   

  	
  SinoTech
  Energy Limited

  
	
   

  	
  PO
  Box 309

  
	
   

  	
  Ugland
  House

  
	
   

  	
  Grand
  Cayman

  
	
   

  	
  Cayman
  Islands

  
	
   

  	
  KY1-1104

  



 


[ ]
201[ ]


 


Dear
Sirs


 


Letter of Resignation


 


I
hereby resign as a director of SinoTech Energy Limited (the “Company”) with effect from the date hereof
and confirm that I have no claims against the Company for loss of office,
arrears of pay or otherwise howsoever.


 


Yours
faithfully


 


 


	
   

  	
   

  
	
  [Director]

  	
   

  



 


31

















 


LETTER
OF AUTHORISATION


 


To:          DB Trustees (Hong Kong) Limited (the
“Security Agent”)


 


[ ]
201[ ]


 


Dear
Sirs


 


Authorisation re Letter of Resignation


 


You
are hereby authorised to complete and date the letter of resignation I have
deposited with you today in respect of my directorship of SinoTech Energy
Limited by dating the same at any time after an Event of Default has occurred
(as defined in the Share Charge between Premium Sino Finance Limited and the
Security Agent dated
           day of
                    
2010).


 


Yours
faithfully


 


 


	
   

  	
   

  
	
  [Director]

  	
   

  



 


32

















 


SCHEDULE 5


 


IRREVOCABLE
PROXY


 


SinoTech Energy Limited


 


The
undersigned, Premium Sino Finance Limited, being the legal owner of
           issued shares (the
“Shares”) in the share capital of
SinoTech Energy Limited (the “Company”),
a company incorporated in the Cayman Islands, hereby makes, constitutes and
appoints DB Trustees (Hong Kong) Limited (the “Attorney”) as the true and lawful attorney and proxy of the
undersigned with full power to appoint a nominee or nominees to act hereunder
from time to time and to vote the Shares represented by the Share Certificate(s) of
the Company at all general meetings of shareholders or stockholders of the
Company with the same force and effect as the undersigned might or could do and
to requisition and convene a meeting or meetings of the shareholders of the
Company for the purpose of appointing or confirming the appointment of new
directors of the Company and/or such other matters as may in the opinion of the
Attorney be necessary or desirable for the purpose of implementing the Share
Charge referred to below and the undersigned hereby ratifies and confirms all
that the said attorney or its nominee or nominees shall do or cause to be done
by virtue hereof.


 


The
Shares have been charged to the Attorney pursuant to a Share Charge dated
                    
2010 between Premium Sino Finance Limited and the Attorney (the “Share Charge”).


 


This
power and proxy is given to secure a proprietary interest of the donee of the
power or the performance of an obligation owed to the donee and is irrevocable
and shall remain irrevocable as long as the Share Charge is in force.


 


IN WITNESS whereof this instrument has been duly executed this [
] 2010 as a deed.


 


 


	
  [EXECUTED and

  	
  )

  	
   

  	
   

  
	
  DELIVERED as a DEED by

  	
  )

  	
   

  	
   

  
	
  Premium
  Sino Finance Limited

  	
  )

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ]

  
	
   

  	
   

  	
  Director

  	
   

  



 


33

















 


SCHEDULE 6


 


NOTICE
OF CHARGE


 


[letterhead of Premium Sino Finance
Limited]


 


	
  To:

  	
  SinoTech
  Energy Limited

  
	
   

  	
  PO
  Box 309

  
	
   

  	
  Ugland
  House

  
	
   

  	
  Grand
  Cayman

  
	
   

  	
  Cayman
  Islands

  
	
   

  	
  KY1-1104

  



 


[ ]
2010


 


Dear
Sirs


 


Re: Share Charge


 


We
hereby notify you that pursuant to a Share Charge dated
           day of
                    
2010 between us (the “Chargor”) and
DB Trustees (Hong Kong) Limited (the “Security Agent”)
(the “Share Charge”), the Chargor
has granted a security interest over the
           shares standing in
its name in SinoTech Energy Limited and at any time after the Security Agent
notifies you that an Event of Default (as defined in the Share Charge) has
occurred you may take such steps to register the Security Agent or its nominee
as the registered holder of the shares pursuant to the Share Charge.


 


Yours
faithfully


 


 


for
and on behalf of


Premium Sino Finance Limited


 


34

















 


SCHEDULE 7


 


DIRECTOR’S
MEMORANDUM


 


SinoTech Energy Limited


PO Box 309


Ugland House


Grand Cayman


Cayman Islands


KY1-1104


 


To:          DB Trustees (Hong Kong) Limited (the
“Security Agent”)


 


[ ]
201[ ]


 


Dear
Sirs


 


Re: Share Charge


 


I
confirm that we have been instructed by Premium Sino Finance Limited (the “Chargor”) to make and have accordingly made an annotation of
the existence of the Share Charge between the Chargor and the Security Agent
noting the existence of the security interests created in favour of the
Security Agent, by the Share Charge in the Register of Members of SinoTech
Energy Limited.


 


Yours
sincerely


 


 


	
   

  	
   

  
	
  Director

  	
   

  



 


35

















 


EXECUTION


 


THE CHARGOR


 


	
  SIGNED, SEALED AND DELIVERED

  	
   

  
	
  as a DEED for and on
  behalf of

  	
   

  
	
  and EXECUTED AS A DEED by

  	
   

  	
  L.S

  
	
  PREMIUM SINO FINANCE LIMITED

  	
   

  
	
  by

  	
   

  



 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  in the presence of:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ Ma Bowen

  	
   

  
	
   

  	
   

  
	
  (Name of witness)

  	
   

  



 


Name:  Ma Bowen


 


Address:  No. 19 Ronghua
South Road, Beijing Economic and Technological


 


Development Area, Beijing, P.R. China


 


 


	
  Address:

  	
  

  
	
   

  	
   

  
	
  Telephone:

  	
  +86-22-6635-1185

  
	
   

  	
   

  
	
  Fax:

  	
  +86-22-6635-1181

  
	
   

  	
   

  
	
  Attention:

  	
  Mr Liu Qingzeng

  



 


SIGNATURE PAGE TO SHARE
CHARGE OVER CAYMAN CO


 

















 


The Security Agent


 


	
  SIGNED for and on behalf
  of

  	
   

  	
   

  
	
  DB TRUSTEES (HONG KONG) LIMITED

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Aric Kay-Russell

  	
   

  	
  /s/Ng Yue Min

  



 


	
  Address:

  	
  48/F, Cheung Kong Center, 2 Queen’s Road Central, Hong Kong

  
	
   

  	
   

  
	
   

  	
   

  
	
  Fax:

  	
  +852 2203 7320/7323

  
	
   

  	
   

  
	
  Attention:

  	
  Managing Director

  



 


SIGNATURE PAGE TO SHARE
CHARGE OVER CAYMAN CO