Exhibit 10.46


 


Executed
version


 




 





Machine Equipment Pledge Agreement


 


 


Between


 


Tianjin New Highland Science Development Co., Ltd.


 





(as Pledgor)


 


and


 


DB TRUSTEES (HONG KONG) LIMITED


(as the Security Agent
and the Pledgee)




 





 





 

















 


Table of contents


 


	
  CLAUSES

  	
   

  	
  PAGE NO.

  
	
   

  	
   

  	
   

  	
   

  
	
  1

  	
  DEFINITION AND EXPLANATION

  	
   

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  2

  	
  PLEDGE

  	
   

  	
  4

  
	
   

  	
   

  	
   

  	
   

  
	
  3

  	
  PERFECTION OF THE PLEDGE

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  
	
  4

  	
  INSURANCE

  	
   

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  5

  	
  CLAIMS AGAINST THIRD PARTIES

  	
   

  	
  9

  
	
   

  	
   

  	
   

  	
   

  
	
  6

  	
  DOCUMENTS TO BE DELIVERED BY THE PLEDGOR

  	
   

  	
  10

  
	
   

  	
   

  	
   

  	
   

  
	
  7

  	
  REPRESENTATION AND WARRANTY

  	
   

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  8

  	
  COMMITMENT

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  9

  	
  CONTINUING SECURITY INTEREST

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  
	
  10

  	
  ENFORCEMENT OF THE PLEDGE

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  
	
  11

  	
  DESIGNATION OF ACCOUNTS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  12

  	
  USE OF ENFORCEMENT PROCEEDS

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  13

  	
  THE SECURITY AGENT AND ITS
  AGENT

  	
   

  	
  17

  
	
   

  	
   

  	
   

  	
   

  
	
  14

  	
  POWER OF ATTORNEY

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  15

  	
  COSTS AND EXPENSES

  	
   

  	
  19

  
	
   

  	
   

  	
   

  	
   

  
	
  16

  	
  COMPENSATIONS

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  17

  	
  RELEASE

  	
   

  	
  20

  
	
   

  	
   

  	
   

  	
   

  
	
  18

  	
  NOTIFICATION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  19

  	
  APPLICABLE LAWS AND JURISDICTION

  	
   

  	
  21

  
	
   

  	
   

  	
   

  	
   

  
	
  20

  	
  OTHERS

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  ATTACHMENT 1:

  	
  SPECIFICS OF SECURED
  EQUIPMENT

  	
   

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTACHMENT 2:

  	
  THE FORMAT OF ADDITIONAL PLEDGE COMMITMENTS

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  
	
  SIGNATURE PAGE

  	
   

  	
   

  	
  26

  
					



 


1

















 


The Machine Equipment Pledge Agreement (hereinafter
referred to as “the Agreement”) is
entered into on 11 January 2010 by:


 


A.                                   Tianjin New Highland Science Development Co., Ltd.
, the pledgor (hereinafter referred to as the Pledgor),
a company (registration number: 120109000004324) incorporated under the laws of
the People’s Republic of China (hereinafter referred to as China),
with its registered address at Dagang Economic Development Area (DEDA),
Tianjin, China; and


 





 


Whereas:


 


1                                On 8 January 2010, the Pledgor, as the Borrower, and among others, Deutsche
Bank AG, Hong Kong Branch, as the Arranger, Facility Agent and Calculation Agent,
and DB Trustees (Hong Kong) Limited, as
the Security Agent, have entered
into a Facility Agreement (including amendments and restatements of the
Facility Agreement through an Amendment
Agreement, and other modifications, revisions, extensions, additions,
updates and restatements of the Facility Agreement from time to time)
(hereinafter collectively referred to as the “Loan
Contract”), under which, the Lenders
have agreed, as per the terms and conditions of the Loan Contract, to provide a loan to the Borrower of no more than USD65,000,000;


 


2                                The Borrower may enter into a Hedging Agreement with a Hedging
Counterparty;


 


3                                The Borrower
and among others, Deutsche Bank AG, Hong Kong Branch, as the Facility Agent, and DB
Trustees (Hong Kong) Limited, as the Security
Agent, have entered into a Security
Trust Deed on 11 January 2010; and


 


4                                As a prerequisite for the Lenders to
extend the loan to the Borrower, the Pledgor agrees to, under the terms and conditions of the Agreement, provide its machine equipment to the Facility Agent, Security Agent,
Calculation Agent, Arranger,
Lenders and Hedging
Counterparty as pledge that the Borrower shall
settle in full and on time its obligations under the Transaction
Finance Documents.


 


2

















 


The two parties have herein reached agreement as
follows:


 


1                                         Definition and Explanation


 


1.1                                 Definition


 


The Agreement constitutes the Mortgage over
LHD Units as defined in the Security Trust
Deed. Unless otherwise specifically stated, the terms used in this Agreement shall have the same meaning as
defined in the Security Trust Deed
(and the same applies to the Chinese translation). The Agreement defines the following terms as
follows:


 


The Secured Obligations
refer to obligations specified under Clause 2.5 (Scope of the
pledge) of the Agreement.


 


The Pledged Equipment refers to the Lateral
Hydraulic Drilling Units (the LHD Units), including the existing LHD Units
described in details in Attachment 1 (Pledge Specifics)
and any New Equipment described in details in
every attachment for Additional Pledge
Commitments.


 


New Equipment refers to the Financed LHD Units and Upcoming LHD Units purchased by the
Pledgor.


 


Additional Pledge refers to the pledge provided by the Pledgor
on the New Equipment as per Clause 2.4 (Additional Pledge) of the Agreement.


 


Additional Pledge Commitment refers to a letter of commitment or document over the Additional Pledge signed by the Pledgor
as per the format and contents of Attachment 2 (The Format
of Additional Pledge Commitments).


 


The Pledge Registration
Authority refers to Tianjin Industrial and Commercial Administrative
Bureau or other competent government bodies responsible for the registration of
movable properties.


 


The Security Registration
Authority refers to the Tianjin Bureau of the State Administration
of Foreign Exchange or other relevant governmental bodies responsible for the
registration of the provision of security for the pledge established under the Agreement.


 


The Security Certificate
refers to the security registration certificate or documents of similar status,
with the Security Agent as the obligee, issued
by the Security Registration Authority for the
pledge established under the Agreement.


 


The Approving Authority
refers to Tianjin Municipal Commission of Commerce or other relevant
governmental bodies responsible for approving issues in connection with the
pledge under the Agreement.


 


3

















 


The Pledge Certificate
refers to the document bearing witness to the registration of pledge with the Security Agent as the obligee issued by the Pledge Registration Authority for the purpose of the Secured Equipment.


 


China refers to the People’s Republic of China and for the purpose of this Agreement, does not cover the Hong Kong Special
Administrative Region, Macao Special Administrative Region and Taiwan.


 


1.2                                 Explanation


 


(a)               The Clause 1.3 (Rule of
explanation) (as adjusted where necessary) of the Security Trust Deed should apply to this Agreement.


 


(b)              The use of Security
Agent, Borrower, Pledgor and Secured Parties, unless the context specifically indicates
otherwise, shall include their respective successors and assignees and any and
all those who have acquired rights from the aforementioned.


 


2                                         Pledge


 


2.1                                 The establishment of pledge


 


(a)               As a means of security for payment and
settlement on time and in full of the Secured
Obligations by the Borrower,
the Pledgor establishes herein the
first right of pledge for the Security Agent on
the Secured Equipment and all the
(existing and future) rights, benefits and interests from the Secured Equipment.


 


(b)              In spite of the above provision, the Pledgor should perform all of its
obligations in connection with the Secured
Equipment, and the Security Agent
shall not be obligated to perform such obligations, or be liable to any party
for any consequences as a result of the failure to perform such obligations.


 


2.2                                 Use of the Secured Equipment


 


The Secured Equipment
shall be in the control of the Pledgor and
used by the Pledgor until the execution of the
security interest under the Agreement by
the Security Agent in accordance with
Clause 10 (Execution of the Pledge), but the Pledgor’s use of the Secured Equipment
should not in any way be harmful to all or any of the rights and interests of
the Security Agent under the Agreement.


 


2.3                                 Value of the Secured Equipment


 


The Pledgor and the
Security Agent (following the
instruction of the Instructing Group)
agree and confirm that the value stated in Attachment I (Pledge
Specifics) shall be the assessed value of the Secured
Equipment on the date of signing of the Agreement.


 


4

















 


2.4                                 Additional pledge


 


(a)               After acquiring the ownership of any New Equipment, the Pledgor should pledge the New Equipment and all the (existing and
future) rights, benefits and interests from the New Equipment to the Security
Agent as security for the obligations under the Transaction Finance Document.


 


(b)              The Pledgor
should ensure that the Security Agent,
within 30 days upon completion of customs clearance for the New Equipment, receives the Additional Pledge Commitment signed by the Pledgor in substantially the same format as
the Attachment II (The Format of Additional
Pledge Commitments), and ensure that the Security Agent, within 60 days upon completion of the customs
clearance for the New Equipment,
receives the Pledge Certificate for the purpose of the pledge of the New Equipment and within 90 days upon
completion of the customs clearance for the New
Equipment, the Security Certificate and the approval and
registration documents from the Approving Authority or certificates for the
unavailability of the relevant approval document or registration document.


 


2.5                                 Scope of the pledge


 


The debts covered by the
pledge of the Pledgor under the Agreement include the following:


 


(a)               The principals, interests (including interests, interests on overdue
debts and interests on late payment fines), costs, commitment fees, arranging
fees, agent fees, other fees, expenditures, compensations, default fines,
damages and expenses incurred to enforce the creditor’s rights (including but
not limited to litigation fees, lawyers’ fees, notary fees, enforcement
expenses, etc.) that the Borrower should
settle with or pay to the Secured Parties
under the Transaction Finance Documents and any other
amounts payable by the Borrower (no
matter whether the settlement or payment is due upon maturity of the loans or
becomes due under other conditions); and


 


(b)              All expenses incurred by the Secured Parties to enforce their secured
rights and interests under the Agreement
(including but not limited to litigation fees, lawyers’ fees, notary fees and
enforcement expenses, etc) and any other amounts payable by the Pledgor.


 


3                                         Perfection of the Pledge


 


3.1                                 Approval and registration


 


The Pledgor should,
at its own expense and as soon as possible, obtain approval from the Approval
Authority for the pledge under the Agreement,
complete the security registration with Security Registration Authority, and 


 


5

















 


complete registration with the Pledge Registration
Authority.


 


3.2                                 Delivery and possession of the registration documents


 


(a)               The Pledgor commits to the Security Agent that immediately upon completion of the
registration required under Clause 3.1 (Approval and registration),
the Pledgor shall deliver to the Security Agent the approval from the Approving
Authority, Security Certificate issued  by the Security Registration Authority,
Pledge Certificate issued by the Pledge Registration Authority, and any other
approval and registration documents that the Security
Agent deems necessary for the perfection of the security interests
under the Agreement.


 


(b)              The Pledgor confirms that any time
when the Security has not obtained, is not in possession and/or in custody of the
approval documents, security certificates and/or pledge certificates issued by
the Approving Authorities, the Security Certificates and/or Pledge Certificates
should be deemed to have been obtained, be in possession and/or in custody by
the holder of these approval documents and/or certificates for the benefits of
the Security Agent on behalf of the Security Agent. The Pledgor is
obligated to, as soon as possible, deliver the approval documents, Security
Certificates and Pledge Certificates to the Security
Agent or cause others to deliver these approval documents and/or
certificates to the Security Agent,
and shall compensate the Security Agent
for any losses thereby incurred.


 


3.3                                 Further warranties


 


Before the irrevocable
settlement of the Secured Obligations
in full in a manner satisfactory to the Secured
Parties and the termination of the Agreement
in accordance with Clause 17 (Release of the Agreement),
upon reasonable request of the Security Agent,
the Pledgor shall, at any time and
at its own expenses, take any actions that the Security Agent may reasonably require for the following
purposes (including but not limited to signing of documents, obtaining
approvals and completion of registration, filing or documentation):


 


(a)               Establishment and perfection of the pledge
under the Agreement;


 


(b)              For the interests of the Security Agent, perform the registration,
alteration and extension of the pledge under the Agreement with the Approving
Authority, Security Registration
Authority and/or Pledge
Registration Authority; and


 


(c)               Implement the Agreement in accordance with the terms and conditions of the Agreement, or exercise any rights, powers
or discretion in respect of the pledge under the Agreement.


 


6

















 


3.4                                 Additional security


 


Should the value of the Secured
Equipment decreases due to any  action of the Pledgor, the Security Agent
has the right to require the Pledgor to stop
such action and require the Pledgor to take
remedial measures to restore the value of the Secured
Equipment, or require the Pledgor to
provide additional security acceptable to the Security
Agent.


 


3.5                                 No impairment of value


 


During the terms of the Agreement, the Security Agent has the right to engage, at any time it deems
appropriate, a qualified valuation agency to assess the Secured Equipment. If the assessed value of
the Secured Equipment is lower
than the value specified in Clause 2.3 (Value of the Secured Equipment), the Pledgor should take measures to restore the
value of the Secured Equipment or
provide additional security acceptable to the Security
Agent, and any costs thus incurred (including but not limited to the
assessment fees) shall be assumed by the Pledgor.


 


4                                         Insurance


 


4.1                                 Purchase of insurance


 


The Pledgor should, at its own expense, buy
insurance in accordance with the requirements of the Loan Contract from an insurer approved by the Security Agent (following the instructions
from the Instructing Group) for (i) the
Secured Equipment (other than the New Equipment) before the initial
utilization date under the Loan Contract
and (ii) the New Equipment
within a commercially reasonable period of time upon completion of customs
clearance, and the insurance should cover fire, earthquake, other risks
generally included under all risk insurance and other insurance required by the
Security Agent. If the existing insurance
policies and/or insurance contracts for the Secured
Equipment do not cover the scope of insurance described in this
clause, the Pledgor has the obligation
to expand the scope of insurance to comply with this clause.


 


4.2                                 Amount of insurance


 


The amount of insurance
for the Secured Equipment should
not be lower than the value of the Secured
Equipment specified in Attachment I (Pledge
Specifics) and Attachment II (The Format of Additional
Pledge Commitment).


 


4.3                                 Modification of the insurance clauses


 


The insurance policies
and/or insurance contracts covering the Secured
Equipment should not contain any terms or conditions that will or
may jeopardize or compromise the rights and interests of the Security Agent under the Agreement. If the existing insurance
policies and/or insurance contracts covering the Secured Equipment are not satisfactory to the 


 


7

















 


Security Agent, the Pledgor
should modify the insurance policies and/or insurance contracts to the
satisfaction of the Security Agent
(acting in accordance with the instructions of the Instructing Group). During the life of the Agreement, without the prior written
consent of the Security Agent
(acting in accordance with the instructions of the Instructing Group), the Pledgor
must not modify, amend, transfer, cancel or terminate relevant insurance
policies and/or insurance contracts.


 


4.4                                 Assignment of insurance benefits


 


In securing insurance for
the Secured Equipment, the Pledgor should take all necessary measures and
sign all necessary documents to assign all or any of its benefits under the
insurance purchased to the Security Agent.
For the purpose of assignment of the insurance benefits, the Pledgor should cause the insurer(s) to
sign all necessary documents and designate the Security Agent as the first beneficiary to the relevant
insurance policies and/or insurance contracts. In the event of an insured
event, the Pledgor should
immediately notify the Security Agent,
proceed with the claim issues, and notify the Security
Agent of the status of the claims in a timely manner. The Pledgor should, as per requirement of the insurance
contracts, require the insurer(s) to carbon copy all its correspondences
with the Pledgor to the Security Agent. When the insurer accepts a
claim and agrees to pay relevant insurance proceeds, the Security Agent should notify the insurer of
the account into which the insurance proceeds should be paid.


 


4.5                                 Continuing validity of insurance


 


(a)               The Pledgor
should take all necessary measures (including but not limited to paying
premiums or renewing the policies) to ensure the continuing validity of insurance
before the complete settlement of the Secured Obligations and the termination
of the Agreement in accordance
with Clause 17 (Release of the Agreement). Should
the Pledgor fail to perform this
obligation, the Security Agent has
the right but is not obligated to buy or renew policies on behalf of the Pledgor, with any expenses thus incurred to
be assumed by the Pledgor. The Pledgor should compensate the Security Agent for all the losses, costs
and expenses incurred as a result of the Pledgor’s
failure to comply with this clause.


 


(b)              After the complete settlement of the Secured
Obligations and termination of the Agreement
in accordance with Clause 17 (Release of the Agreement),
the beneficiary under the relevant insurance policies/contracts for the Secured Equipment shall be changed back to
the Pledgor.


 


4.6                                 The maintenance of the insurance documents


 


After the Pledgor has purchased insurance policies in
accordance with Clause 4 (Insurance) of
the Agreement, the Pledgor should deliver the


 


8














 


originals of the policies
(including any modifications or additions), insurance contracts (including any
modifications or additions), receipts for premium payment or invoices or any
other relevant documents to the Security
Agent for keeping.


 


4.7                                 Use of insurance proceeds


 


Before complete
settlement of the Secured Obligations and the termination of the Agreement in accordance with Clause 17 (Release of the Agreement), the Pledgor agrees that the Security
Agent (acting in accordance with the instructions of the Instructing Group) has the right to select,
at its own discretion, either of the following methods for the use of insurance
proceeds, and the Pledgor should
provide assistance as required:


 


(a)               Upon payment of insurance proceeds by the
insurer(s), if the Security Agent
(acting in accordance with the instruction of the Instructing
Group) believes that a default event as specified in the Loan Contract has occurred, the Security
Agent shall instruct the insurer(s) to pay the insurance
proceeds to an account or accounts designated by the Security
Agent as payment or prepayment of the Secured Obligations.


 


(b)              Upon payment of insurance proceeds by
the insurer(s), if the Security Agent
(acting in accordance with the instruction of the Instructing
Group) believes that there is no default event as specified in the Loan Contract, the Security Agent
shall instruct the insurer(s) to pay the proceeds to the Pledgor’s Onshore Controlled Account
as required under the Loan Contract
for repairing the Secured Equipment
to restore its value.


 


5                                         Claims against Third Parties


 


5.1                                 Third-party actions


 


During the term of the Agreement, if the value of the Secured Equipment decreases due to any
actions or inaction of a third party, the damages from the third party should
be deposited into the account(s) designated by the Security Agent. The Pledgor agrees that the Security Agent has the right to use the
damages in accordance with Clause 17 (Use of  insurance proceeds), and should provide necessary assistance
as required.


 


5.2                                 Expropriation


 


During the term of the Agreement, if, for any reason, the Secured Equipment is requisitioned or
expropriated, the Pledgor should
deposit the indemnities it has received from the requisition or expropriation
into the account(s) designated by the Security
Agent. The Pledgor
agrees that the Security Agent has
the right to use these indemnities for the 


 


9

















 


settlement or payment of
the Secured Obligations, or deposit these indemnities into the account(s) designated
by the Security Agent as security
for the settlement of the Secured Obligations, and should provide necessary
assistance as required.


 


6                                         Documents to be delivered by the Pledgor


 


6.1                                 Without prejudice to the provisions of other
Clauses of the Agreement, unless
expressly waived by the Security Agent,
the Pledgor should ensure that the
Security Agent receives, no later
than the Initial Utilisation Date as
specified in the Loan Contract and
in a manner that is satisfactory to the Security
Agent in terms of format and content, the originals or authenticated
copies of following documents:


 


(a)               Documents to be provided by the Borrower as specified in Section 1(a)(iii) of
the Attachment 2 (Preconditions) to the Loan Contract (as per its format and contents
on the date of Agreement);


 


(b)              Indebtedness registration certificates for the
purpose of the Loan Contract;


 


(c)               The originals of the Pledgor’s board meeting resolutions for
approving the signing and performance of the Agreement,
the Registration Agreement and
relevant Additional Pledge Commitments
and for authorizing the signer(s), and the signature specimens of the
authorized signer(s);


 


(d)              Properly signed Loan Contract and Agreement;


 


(e)               Supporting  documents
giving testimony to the Borrower’s
submission of materials for approval, registration and filing purposes to the Approving Authority and the Security Registration Authority;


 


(f)                 Purchase agreements or other documents
supporting the rights of the Pledgor
over any Secured Equipment (other
than the New Equipment), including
but not limited to any purchase agreements, bills of lading, transportation
contract, commercial invoices and other supporting documents issued by relevant
counterparties or government bodies that bear witness to the rights of the Pledgor over the Secured Equipment (other than the New Equipment);


 


(g)              The insurance policies, insurance contracts,
receipts of premiums paid or invoices or any other supporting documents for
insurance purchased or to be purchased by the Pledgor
for the Secured Equipment (other
than the New Equipment); and


 


(h)              Other documents reasonably required by the Security Agent from time to time.


 


10

















 


6.2                                 The Pledgor
should ensure that the Security Agent
receives the Pledge Certificates in
a satisfactory manner in terms of the format and contents within 30 days from
the Initial Utilisation Date, and make its best efforts to enable the Security Agent to receive, within 90 days
from the Initial Utilisation Date and in a satisfactory manner in terms of
format and contents, the approval from the Approving
Authority, the Security
Certificate and other approval and registration documents, or
supporting documents testifying that relevant approval or registration documents
cannot be obtained.


 


6.3                                 Other documents to be delivered by the Pledgor as per reasonable requests of the Security Agent from time to time.


 


7                                         Representation and Warranty


 


7.1                                 Representations and warranties


 


The Pledgor herein makes the following representations
and warranties to the Security Agent:


 


(a)               It is a wholly foreign owned enterprise
properly incorporated and validly existing under the laws of China, with the right to own property and
carry out its current business activities;


 


(b)              It has full rights to sign the Agreement, , exercise its rights under the Agreement, perform its obligations under
the Agreement, and has taken all
necessary internal actions within the Company and other actions to obtain
authorization or has obtained such authorization to sign and perform the Agreement;


 


(c)               Other than the registration required under
Clause 3.1 (Approval and registration) of the Agreement, it has obtained all
authorizations, approvals, consent, registration and filing from all government
bodies and other organizations required for the signing and performance of the Agreement and ensuring the validity of the Agreement;


 


(d)              Its signing of the Agreement and its performance of the obligations under the Agreement do not violate: (i) its
organizing documents; or (ii) any documents that are binding on the
Company, or the Secured Equipment
or other properties owned by the Company; or (iii) any applicable laws;


 


(e)               There is no litigation, arbitration or
administrative proceedings against it or the Secured
Equipment that are taking place, pending, or to its knowledge,
threatened, and which, once unfavorable decisions are made, may have adverse
impact on its performance of obligations under the Agreement;


 


(f)                 It has full ownership over the Secured Equipment, there is no dispute over
its rights with respect to the Secured
Equipment, there 


 


11

















 


is no other pledge
of the Secured Equipment (other
than the pledge under the Agreement),
and the Secured Equipment has not been
seized, confiscated or subject to other restrictions;


 


(g)              The Secured
Equipment is in good repair in all material aspects, and the Secured Equipment does not have structural
or other material deficiencies or damages (whether potential or others);


 


(h)              It complies with all applicable laws governing
the ownership, possession and/or use of the Secured
Equipment;


 


(i)                  All due payments and taxes in connection with
the Secured Equipment have been
paid in full, and there is no outstanding debt or default in connection with
the Secured Equipment; and


 


(j)                  All information, documents and materials it
has provided to the Security Agent
in connection with the Agreement
and the Secured Equipment are, in
all respects, true and accurate as of the date such information, documents and
materials are provided or representations on them are made, and all documents
provided in photocopies conform to their originals.


 


7.2                                 Repetition of representations and warranties


 


The Pledgor further represents and warrants to
the Security Agent that the above
representations and warranties shall remain true and accurate at any time
during the effective term of the Agreement
on the basis of the facts and circumstances of the time.


 


8                                         Commitment


 


8.1                                 Positive commitment


 


The Pledgor commits
to the Security Agent that within the valid
term of the Agreement, the Pledgor shall:


 


(a)               Ensure that the whole or any part of the Secured Equipment shall not be confiscated,
seized, placed in custody or subject to any litigation, judicial or administrative
enforcements or restrictions;


 


(b)              Immediately notify the Security Agent of any events that may have
impact on the Security Agent’s
rights under the Agreement,
including but not limited to Events of
Default under the Transaction
Finance Document, or any litigation, arbitrary and administrative
proceedings involving the Pledgor,
the Secured Equipment or other
assets of the Pledgor;


 


(c)               Take actions as soon as practicably possible
to remedy any damages to the Secured
Equipment or contest any claims or disputes over the Secured Equipment, and notify the Security Agent of any such 


 


12

















 


claims or disputes
involving amounts of over RMB7 million (RMB seven million)(or an equivalent
amount);


 


(d)              Should the Security
Agent enforce the pledge under the Agreement,
provide the Security Agent with
all assistance required and support and carry out all procedures in connection with
the enforcement;


 


(e)                Fully observe and
perform all its obligations under any contracts or agreements in connection
with the Secured Equipment;


 


(f)                 Strictly comply with the laws and regulations
of China applicable to the Secured Equipment,
and obtain all authorization, approval and consent from and complete all
registration and filing procedures with government bodies or other
organizations (including but not limited to the approval and registration
specified in Clause 3.1 (Approval and registration)
of the Agreement) required for the
signing, validity and enforcement of the Agreement;


 


(g)              Fully comply with all the regulatory
requirements of the China customs for the Secured
Equipment;


 


(h)              Apply due care in the use of the Secured Equipment in compliance with the
designed purpose and maintenance manuals and maintain the Secured Equipment in good conditions in all
respects;


 


(i)                  Purchase and maintain appropriate insurance
for the Secured Equipment as
required under the Agreement;


 


(j)                  Pay on time all expenses it is obligated to
pay in connection with the Secured Equipment,
including but not limited to purchase consideration, possible taxes, insurance
premiums and other relevant costs and expenses that become due from time to
time;


 


(k)               Given proper notification in advance by the Security Agent, allow the Security Agent or any individual designated
by the Security Agent to examine
the Secured Equipment or its any
parts;


 


(l)                  Without the need of obtaining prior consent of
the Pledgor, the Secured Parties may assign their obligee’s
right under the Agreement in
accordance with the requirements of the Transaction
Finance Document, with their right of the pledge under the Agreement transferred to the third party
(parties) at the same time, and the Pledgor
should complete relevant legal procedures for this purpose; and


 


(m)            Upon request of the Security Agent, immediately provide to the Security Agent any other information on the
Agreement or Secured Equipment.


 


13

















 


8.2                                 Negative commitment


 


The Pledgor commits
to the Security Agent that during the life of
the Agreement, unless otherwise agreed by
the Security Agent, the Pledgor shall not:


 


(a)               Establish pledge or other security rights (other
than the pledge established under the Agreement)
over the whole or any part of the Secured
Equipment;


 


(b)              Dispose the whole or any part of the Secured Equipment via sale, grant,
transfer, lease, exchange or other means;


 


(c)               Take actions or fail to take any actions that
compromise any rights and interests of the Security
Agent under relevant insurance policies and/or insurance contracts
for the Secured Equipment,
including but not limited to terminating the insurance policies and/or
insurance contracts for whatever reasons;


 


(d)              Take actions or allow any other parties or
individuals to take actions that may reduce the value of the Secured Equipment in any respect; or


 


(e)               Commit, cause or allow the commission of any
events that may be harmful to the rights and interests of the Security Agent under the Agreement.


 


9                                         Continuing security interest


 


9.1                                 Continuing security interest


 


The pledge under the Agreement is a continuous security
interest, and shall remain in full force until all Secured Obligations have been settled in full, each and every Lender is no longer bound by any
obligations under the Loan Contract
and all transactions under the Swap Agreement
have been completed, without regard to whether there have been any settlements
or release in whole or in part in the interim.


 


9.2                                 Restitution


 


If, in reliance on
certain payments, security interests or other dispositions, the Secured Parties have released the
obligations in whole or in part or have made arrangements for these
obligations, but the payments, security interests or dispositions have become
void or must be restored due to insolvency, liquidation, judicial administration
or other causes, the obligations of the Pledgor
under the Agreement shall continue
to exist or be restored, as if there had not been any such release or
arrangements.


 


14

















 


9.3                                 Non-diminishment


 


The pledge under the Agreement or the relevant right of remedy
of the Security Agent shall not be
diminished as a result of the following:


 


(a)               Any other security interests, warranties or
compensations assumed currently by the Security
Agent or any other parties or assumed after the signing of the Agreement in relation to the Secured Obligations or any other debts;


 


(b)              Waiver, release, enforcement or
non-enforcement of any other security interests, warranties or compensations;


 


(c)               Perfection or non-perfection of rights in any
other security interests, warranties or arrangements, or full or partial
realization of the value of the security interests in security arrangements;


 


(d)              Any revisions to any other security interests,
warranties or compensations or any revisions to any Transaction Finance Documents;


 


(e)               Grace extended to the Pledgor or any other parties in term of
time or other respects;


 


(f)                 Any debts that any other parties require or do
not require the Pledgor or others
to meet;


 


(g)              Situations where any party becomes incapable,
disempowered, unauthorized, disqualified as a legal entity or is dissolved, or
there is change to the members or legal status of any party;


 


(h)              Any bankruptcy or similar proceedings;


 


(i)                  Situations where, to the extent allowed by applicable
laws, any obligation of any party under the Transaction
Finance Document or any other documents or the security interests
has become unenforceable, illegal, void or unverifiable;


 


(j)                  Release of the obligations of any party in
accordance with settlement agreements or arrangements; or


 


(k)               Any action, event or situation that would have
diminished or released the rights of the Security
Agent under the Agreement
without the provisions of this clause,


 


9.4                                 Execution of the security interests


 


To the extent permissible
under applicable laws, the Pledgor
waives its rights to require the Security
Agent to claim or execute any other rights, security interests or
rights to demand payments before the Security



 


15

















 


Agent can exercise any of its rights under the Agreement.


 


9.5                                 Additional security interests


 


The Agreement and the pledge under the Agreement constitute the supplement to any
other security interests currently held or to be held by the Security Agent, and shall not, in any way,
be affected by other such security interests.


 


10                                  Enforcement of the pledge


 


10.1                           Enforceability of the pledge


 


(a)               Upon enforcement notification of the Security Agent, the security interests
under the Agreement become immediately
enforceable.


 


(b)              Upon request of the Security Agent after the issue of the execution notification,
the Pledgor shall, in accordance
with the requirements of the Security Agent,
take all legal and appropriate actions to enable the Security Agent to execute the security interests under the Agreement. In order for the Security Agent to forcibly execute the
security interests, the Pledgor
shall sign all necessary agreements, transfer, notification, authorization,
decisions, commitments and other relevant documents reasonably required by the Security Agent.


 


10.2                           Validity of the enforceability of the Security
Interests


 


When the security
interests established under the Agreement
become enforceable in accordance with Clause 10.1 (Enforceability
of the Pledge), unless otherwise specified under the Agreement or otherwise agreed by the Security Agent, the Pledgor shall not have the right to
exercise and execute the rights, discretion and remedy vested in the Pledgor over the Secured Equipment, and the Security
Agent shall have the right to exercise or execute the security
interests in any manner it deems appropriate.


 


10.3                           Verification of the amounts of Secured Obligations


 


The verifications issued
by the Secured Parties with
respect to the amounts of Secured Obligations,
unless there are obvious mistakes, shall be binding on the Pledgor.


 


10.4                           Rights of the Security Agent


 


When the pledge under the
Agreement becomes executable, the Security Agent has the right to, pursuant
to the instructions of the Instructing Group,
immediately execute and exercise all powers and remedial measures available to
it as the Pledgee of the Secured Equipment, including but not
limited to the following (and the Security
Agent shall notify the Pledgor
when it adopts any such measures):


 


16

















 


(a)               Exercising all or part of the powers vested by
the laws of China in this respect
through public auction or sale to sell and realize all or any part of the Secured Equipment;


 


(b)              Instituting (or instructing the Pledgor to institute as per its
requirements) all litigation, arbitration or legal proceedings in connection
with all or any Secured Equipment,
and proceeding with, settling or releasing any claims in connection with the Secured Equipment;


 


(c)               Exercising any rights of the Pledgor over the Secured Equipment  for
the purpose of the pledge under the Agreement;
and/or


 


(d)              For the above purposes, adopting and signing
all relevant actions, contracts and items that the Security Agent deems reasonably necessary or appropriate.


 


11                                  Designation of Accounts


 


The Security Agent
should, acting in accordance with the instructions of the Instructing
Group, instruct the Pledgor to pay
relevant amounts to the designated accounts.


 


12                                  Use of Enforcement Proceeds


 


All proceeds (whether or not they exceed the value
of the Secured Equipment as specified in
Clause 2.3 (Value of the Secured Equipment)
or Attachment I (Pledge Specifics)) received from
time to time or recovered by the Security Agent
under the Agreement should be used and
distributed in the order as specified under Clause 7 (Application
of Proceeds) of the Security Trust Deed.


 


13                                  The Security Agent and its Agent


 


13.1                           Agents


 


(a)               The Security
Agent may, at any time it deemed appropriate, delegate all or any of
its rights, powers, authority and decision-making right vested in the Security Agent under the Agreement to any agent through a power of
attorney or other means. The delegation may be done in terms and conditions
deemed appropriate by the Security Agent
in the interests of the Secured Parties,
but the terms and conditions must not be inconsistent with any provisions of
the Agreement; and


 


(b)              Without prejudice to Clause 13.3 (The responsibilities of the Security
Agent and its Agents), the Security Agent does not need to supervise litigation
proceedings involving any of its agents, and shall not be liable for any loss
incurred by any of its agents, unless by law, 


 


17

















 


the agent(s) should
be responsible for its material negligence or intentional misconducts.


 


13.2                           The rights of the Security Agent and its Agents


 


To the extent specified
in Clause 13.3, the Pledgor and
the Security Agent herein make
express representations as follows:


 


(a)               The Security
Agent and any of its designated agents may carry out conducts in
connection with the Agreement
based on the recommendations and opinions of and information obtained from any
lawyers, valuers, accountants, bankers, brokers or other professionals, without
regard to whether such recommendations, opinions or information have been
obtained by the Pledgor, any Secured Parties or any other parties, and
shall not be liable for any loss as a result of such conducts;


 


(b)              The Security
Agent and any of its designated agents have the right to accept the
certificate documents signed by any authorized representatives of the Pledgor and affixed with the stamp of the Pledgor, and use these certificates as
sufficient evidence for any transaction or the facts, substance or interests of
anything. In this case, the Security Agent
or any of its designated agents do not need further evidence and shall not be
held liable for any loss as a result of conducts based on the certificate
documents;


 


(c)               The Security
Agent or any of its designated agents do not need to take any
measures to determine whether any event has occurred that may cause the pledge
established under the Agreement to
become enforceable. Unless the Security Agent
or any of its designated agents have become aware or there is express notice to
the contrary, the Security Agent
and any of its agents shall have the right to assume nothing of the sort has
happened, and that the Pledgor is
observing and performing all its obligations under the Agreement and Transaction Finance Document; and


 


(d)              The Security
Agent or any of its designated agents shall not be liable for the
invalidity, flaw or insufficiency of the Agreement
or the pledge under the Agreement
or the ownership of any Secured Equipment.


 


13.3                           The responsibilities of the Security Agent and its
Agents


 


The Security Agent and any of its designated
agents, or the directors of the board, management or employees of the Security Agent, shall in no event, be
liable for any costs, expenses, losses, debts or expenditures as a result of
the pledge under the Agreement or
any enforcement of the pledge, or any action or inaction of the Security Agent or its agents, directors,
management or employees in connection of the Secured
Equipment, or the exercise or non-exercise of any exercisable rights


 


18














 


under
the Agreement by the Security Agent or its agents, directors,
management or employees, unless the above costs, expenses, losses, debts or
expenditures have been incurred as a result of the material negligence or
intentional misconduct of the Security Agent
or its agent, directors, management or employees.


 


14           Power of Attorney


 


14.1         Designation


 


The Pledgor
herein irrevocably designates the Security Agent
(and the Security Agent’s agents) as its agents
(via power of attorney) to, on its behalf, in its name or through other means,
and in a manner and at the time deemed appropriate by the Security
Agent (and the Security Agent’s
agents), within the scope permissible under the laws of China:


 


(a)   Perform anything that the Pledgor is obligated to perform under the Agreement but has not properly performed, including
but not limited to signing documents necessary for the perfection, protection
and (after the issue of enforcement notice,) realization of the security
interests under the Agreement; and


 


(b)   Exercise any rights vested in the Security Agent under the Agreement.


 


14.2         Acknowledgement and notification


 


The Pledgor
herein acknowledges and confirms anything done by the Security
Agent (and its agents) for the exercise of its rights in the power
of attorney under Clause 14.1 (Designation). Anyone
who takes any action or signs any document as per the above power of attorney
should notify the Pledgor, and
should, subsequently when appropriate and as soon as reasonably possible,
provide the copies of any such documents to the Pledgor.


 


15           Costs and Expenses


 


Upon request, the Pledgor
shall, from time to time, pay to or compensate the Security
Agent for:


 


(a)   All costs and expenses incurred by the Security Agent as a result of preparing,
signing, performing and perfecting the Agreement
and any other relevant documents, and any revision or extension of the Agreement, or any consent or waiver under
the Agreement; and


 


(b)   All costs, expenses ad expenditures (including
legal fees and all other actual expenditures) incurred by the Security Agent as a result of exercising
any of its rights or powers under the Agreement,
instituting legal proceedings in connection with and recovering overdue
payments under the Agreement,
preserving or enforcing its


 


19

















 


rights under the Agreements
in other means, contesting any claims against it in connection with the Agreement, or releasing the Agreement and the pledge under the Agreement upon full settlement of all
amounts secured under the Agreement.


 


16           Compensations


 


16.1         The Pledgor
shall make compensations to the Security
Agent, its agents, directors, management and employees for all
verifiable losses, liabilities, damages, taxes (if any), costs and expenses
incurred by the Security Agent as
a result of signing or performing the Agreement,
and for all litigations, legal proceedings, claims, requests, costs, expenses and
expenditures that may be caused by, suffered or incurred from the failure of
the Pledgor to perform or observe
any of its commitments and agreements as stated under Agreement, except those incurred as a
result of frauds, intentional misconducts or material negligence of the Security Agent, its agents, directors,
management or employees.


 


16.2         All amounts payable by the Pledgor under the Agreement when they fall due shall be paid
in full without imposing set-off, counter-claim or any other restrictions or
conditions, and should be exempt from taxes, deductions or withholding. If as
per laws or regulations that the Pledgor
or any other parties should deduct or withhold any amounts from any payments to
the Security Agent (for tax or
other purposes), the Pledgor shall
make an additional payment on top of the above payments so as to ensure that
the total amounts (not subject to further taxes or deductions or withholding)
actually received by the Security Agent
should be the same as the Security Agent
would have received without the deductions or withholding. The Pledgor shall, after making the payments,
immediately hand over the official documentations or the photocopies of other
documentations to prove that it has already paid the deducted or withheld
amounts to relevant tax authorities or other competent authorities.


 


17           Release


 


The
obligations of the Pledgor under
the Agreement shall terminate on
the date the Secured Obligations
have been irrevocably and unconditionally paid and settled in full, the Lenders are no longer bound by any
obligations under the Loan Contract
and all transactions under the Swap
Agreements have been completed, and at the same time:


 


(a)   All rights of the Security Agent under the Agreement
shall terminate, and the security interests arising from the Agreement or established under Agreement shall be released;


 


(b)   The Pledgor
shall, as soon as practically possible and at its own expense, cancel the Agreement and the approval and/or
registration of the pledge established under the Agreement at relevant authorities in accordance with the laws and
regulations of China; and


 


20

















 


(c)   Upon written request of the Pledgor, the Security Agent shall, as soon as practically possible, take
actions or allow the taking of actions that may be required by the Pledgor for the purpose of the release of the
security interests arising from the Agreement
or established under the Agreement,
and shall, at the expense of the Pledgor,
sign and deliver or cause the signing and delivery of any and all of the
additional papers and documents that may be required by the Pledgor for the purpose of the release of the
security interests arising from the Agreement
or established under the Agreement.


 


18           Notification


 


18.1         Unless specified otherwise, any notifications
or other documents in connection with the Agreement
should be prepared in writing and may be delivered by facsimile or postal mail.
If by facsimile, the delivery is deemed done upon the receipt by the addressee
of clearly readable documents sent through facsimile; and if by postal mail,
the delivery is deemed done upon the notification being placed at the relevant
address or 5 Business Days after
the notification is deposited into the mailbox in a pre-paid envelope with
clearly marked address.


 


18.2         The contact information of the Pledgor and the Security Agent is listed on the signing page of the Agreement.


 


18.3         Any party may change its contact information
by issuing notification to the other party 5 Business
Days in advance.


 


19           Applicable laws and jurisdiction


 


The
Agreement is governed and construed
under the laws of China. In case
of any dispute under the Agreement or
any dispute in connection with the Agreement, both
parties agree to refer the disputes to China International Economic and Trade
Arbitration Commission and resolve the disputes in Beijing in accordance with the
prevailing arbitration rules.


 


20           Others


 


20.1         Severability


 


If
any provisions of the Agreement
are or have become illegal, void or unenforceable in any jurisdiction, the
validity or enforceability of other provisions of the Agreement in that jurisdiction and the
validity or enforceability of those provisions and other provisions of the Agreement in other jurisdictions shall not
be impaired.


 


20.2         Waiver


 


The
Security Agent’s failure to
exercise or delay in exercising any right, power or remedy under the Agreement shall not diminish such rights,
powers or remedies, or constitute a waiver of such rights, powers or


 


21

















 


remedies;
single or partial exercise by the Security
Agent of such rights, powers or remedies shall not prevent it from
further exercising such rights, powers or remedies or exercising any other
rights, powers or remedies. All rights, powers and remedies under the Agreement are cumulative, and not exclusive
of any other rights, powers or remedies provided by law.


 


20.3         Amendments


 


Any
revisions to the Agreement can
only be made in writing by the Security Agent
and the Pledgor.


 


20.4         Languages


 


The
Agreement is drafted and signed in
Chinese, with an English version translated from Chinese at the expense of the Pledgor.


 


Notifications
in connection with the Agreement
between the Pledgor and the Security Agent should be drafted and
prepared in English.


 


Documents
provided by the Pledgor under the Agreement to the Security Agent or other document provided in connection with the
Agreement should be drafted and
prepared in English, or if drafted and prepared in languages other than
English, such documents should attach an English translation that has been
verified by the Pledgor to be
truthful, accurate and complete and such that the Security Agent may act in accordance with the English
translation.


 


20.5         Entry into force


 


The
Agreement enters into force upon
signing by the Security Agent and the
Pledgor, but if according to the
laws and regulations of China, the Agreement
(for parties or any party to the Agreement)
may not enter into force before completion of any approval and or registration
procedures, the Agreement (for
parties or any party to the Agreement)
shall enter into force upon the date such approval and/or registration
procedures are completed.


 


In witness whereof, the Agreement
has been executed by both parties on the date stated at the beginning of the Agreement,


 


22

















 


Attachment 1:      Specifics
of Secured Equipment


 


1.     Pledgor:  Tianjin New
Highland Science Development Co., Ltd.


 


2.     Security
Agent: DB Trustees (Hong Kong) Limited


 


3.     
Specifics of the Secured Equipment


 


	
  No.

  	
   

  	
  Description

  	
   

  	
  Price

  	
   

  	
  Supplier

  	
   

  	
  Invoice Numbers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  One suit of Jet-Drill Semi-Enclosed Skid Shallow
  (2000 meters) Well Units

  	
   

  	
  RMB72,38 million

  	
   

  	
  Dongying Luda Petrochemical Equipment Co., Ltd.

  	
   

  	
  00514753, 00514754, 00514755, 00514756, 00514757,
  00514758, 00514759, 00514760

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
  One suit of Jet-Drill Semi-Enclosed Skid Shallow
  (3000 meters) Well Units

  	
   

  	
  RMB79.62 million

  	
   

  	
  Dongying Luda Petrochemical Equipment Co., Ltd.

  	
   

  	
  00514761, 00514762, 00514763, 00514764, 00514765,
  00514766, 00514767, 00514768, 00514769

  



 


4.     Assessed
value of the Secured Equipment: as per the
Assessment Report (Jin ZTC Ping Zi [2010] No.2) issued on 5 January 2010
by Tianjin Zhong Tian Cheng Real Estate and Land Assessment Co., Ltd., as
at 30 November 2009 and based on the current use of the Secured Equipment, its market value is RMB135.6969 million.


 


5.     Loan
amount: no more than USD65 million


 


6.     Use
of loan: purchase of Secured Equipment
and working capital


 


7.     Term
of pledge: until the termination of the Agreement in
accordance with Clause 17 (Release)


 


8.     The
Secured Parties: Facility Agent, Security Agent, Calculation Agent,
Arranger, Lenders
and Swap Counterparty.


 


23

















 


Attachment
2:      The
Format of Additional Pledge Commitments


 


The Format of Additional Pledge
Commitments


 


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


 


[date]


 


Dear sir or madam:


 


We refer to the machine equipment pledge agreement
dated [date]
between Tianjin New Highland Science
Development Co., Ltd. (the Pledgor) and DB
Trustees (Hong Kong) Limited (the Security Agent),
including their revisions and additions from time to time (the Pledge Agreement). This document is the Additional
Pledge Commitments referred to in Clause 2.4 (Additional
pledge) of the Pledge Agreement.
The terms used in the Additional Pledge
Commitments shall have the same meanings as defined in the Pledge Agreement.


 


With respect to the New
Equipment that hasn’t been effectively pledged under the Pledge Agreement and which will be used as the consideration
for the Secured Parties to continue to provide or
maintain the loan limits or sign or maintain various related agreements and
arrangements and as the security interests for securing the payment of all Secured Obligations by the Pledgor
on time and its performance of all its other obligations under the Transaction Finance Document, in accordance with the Real
Right Law of the People’s Republic of China , the
Guarantee Law of the People’s Republic of China and other laws and regulations
of China, the Pledgor, as the rightful owner of
the New Equipment (with details listed in the
following attachment), pledge the New Equipment to
the Security Agent who acts in the
interests of and represents the Secured Parties,
which are the beneficiaries of the pledge interests and rights under the Additional Pledge Commitments.


 


The Pledgor should ensure the Security Agent receives this Additional Pledge Commitment within 30 days
upon completion of the customs clearance procedures for the New Equipment, ensure the Security Agent receives the Pledge
Certificate for the pledge of the New
Equipment within 60 days upon completion of the customs clearance
procedures for the New Equipment,
and ensure the Security Agent
receives, within 90 days upon completion of the customs clearance procedures
for


 


24

















 


the New Equipment and for the purpose of the
pledge of the New Equipment, the
Security Certificate and the Approving
Authorities’ approval and registration documents or documents
testifying that the relevant approval, registration or filing documents cannot
be obtained. Within a commercially reasonable period of time upon completion of
the customers clearance procedures for the New
Equipment, the Pledgor
should purchase insurance for the New
Equipment in accordance with Clause 4 (Insurance),
and immediately hand over the originals of the relevant insurance policies,
insurance contracts, premium payment receipts, invoices or any other relevant
documents to the Security Agent
for keeping.


 


All terms and conditions
included in the Pledge Agreement
apply to the Additional Pledge Commitments,
as if the Additional Pledge Commitments
had provided all the above terms and conditions (including all necessary
contextual modifications).


 


The Additional Pledge
Commitments are governed and construed by the Laws of China.


 


Pledgor: Tianjin New Highland Science Development Co., Ltd.
(company seal)


 


	
  Authorized
  signatory

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position:

  	
   

  	
   

  



 


 


Attachment to the Additional
Pledge Commitments


Specifics of New Equipment:


 


	
  No.

  	
   

  	
  Description

  	
   

  	
  Price

  	
   

  	
  Supplier

  	
   

  	
  Invoice Numbers

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


25

















 


Signature page


 


Pledgor: Tianjin New Highland Science Development Co., Ltd.


 


	
  Address:

  	
  Bldg 21-B4, Binhai
  Chuangxin Venture Park, No. 4668, Xinbei Road, Tanggu District, Tianjin

  
	
  Facsimile:

  	
  +86-22-6635-1181

  
	
  Telephone:

  	
  +86-22-6636-1185

  
	
  Addressee:

  	
  Mr Liu Qingzeng

  



 


 


	
  /s/ Liu Qingzeng

  	
   

  
	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  
	
   

  	
   

  
	
  Name: Liu Qingzeng

  	
   

  



 


Signature page for the Machine Equipment Pledge
Agreement


 

















 


Security Agent: DB Trustees (Hong Kong) Limited


 


	
  Address:

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

  
	
  Facsimile:

  	
  +852 2203 7320/7323

  
	
  Telephone:

  	
  +852 2203 8888

  
	
  Addressee:

  	
  Managing Director

  



 


 


	
  /s/ Chiu Kin Wing Edward

  	
  /s/ Choi Siu Ling

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name of
  Authorized Signatory)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: Chiu Kin Wing Edward

  	
  Choi Siu Ling

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Position: Authorized
  Signatory

  	
  Director

  	
   

  



 


Signature page for the Machine Equipment
Pledge Agreement