Exhibit 10.49


 


Executed
version




 





 


Certificates of Deposit Pledge Agreement


 


 


Between


 


Tianjin New Highland Science Development Co., Ltd.


(天津新高地科技发展有限公司)


(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

  	
  7

  
	
   

  	
   

  	
   

  
	
  4

  	
  REPRESENTATION AND WARRANTY

  	
  8

  
	
   

  	
   

  	
   

  
	
  5

  	
  COMMITMENT

  	
  9

  
	
   

  	
   

  	
   

  
	
  6

  	
  CONTINUING SECURITY INTEREST

  	
  11

  
	
   

  	
   

  	
   

  
	
  7

  	
  ENFORCEMENT OF THE PLEDGE

  	
  12

  
	
   

  	
   

  	
   

  
	
  8

  	
  USE OF ENFORCEMENT PROCEEDS

  	
  13

  
	
   

  	
   

  	
   

  
	
  9

  	
  THE SECURITY AGENT AND ITS AGENT

  	
  13

  
	
   

  	
   

  	
   

  
	
  10

  	
  POWER OF ATTORNEY

  	
  15

  
	
   

  	
   

  	
   

  
	
  11

  	
  COSTS AND EXPENSES

  	
  15

  
	
   

  	
   

  	
   

  
	
  12

  	
  COMPENSATIONS

  	
  16

  
	
   

  	
   

  	
   

  
	
  13

  	
  RELEASE

  	
  17

  
	
   

  	
   

  	
   

  
	
  14

  	
  NOTIFICATION

  	
  17

  
	
   

  	
   

  	
   

  
	
  15

  	
  APPLICABLE LAWS AND JURISDICTION

  	
  17

  
	
   

  	
   

  	
   

  
	
  16

  	
  OTHERS

  	
  18

  
	
   

  	
   

  	
   

  
	
  ATTACHMENT
  1:  SPECIFICS
  OF THE ORIGINAL CD

  	
  20

  
	
   

  	
   

  
	
  ATTACHMENT 2:  THE FORMAT OF ADDITIONAL PLEDGE COMMITMENT

  	
  21

  
	
   

  	
   

  
	
  SIGNATURE PAGE

  	
  24

  
	
   

  	
   

  
	
  SIGNATURE PAGE

  	
  25

  
				



 


1

















 


The Certificates of Deposit Pledge Agreement
(hereinafter referred to as “the Agreement”) is
entered into on 30 July 2010 by:


 


A.                                   Tianjin New Highland Science Development Co., Ltd.
(天津新高地科技发展有限公司),
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


 


B.                                    DB Trustees (Hong Kong) Limited (representing the Facility Agent (贷款代理行), Security Agent
(担保代理人), Calculation
Agent (计算代理行), Arranger
(安排行), Lenders
(贷款人) and Swap
Counterparty  (掉期交易方), and their respective future assignees and
successors from time to time under the Transaction
Finance Documents (融资交易文件)), the Security
Agent and the pledgee (hereinafter referred to as the Security Agent), a company incorporated
under the laws of Hong Kong Special Administrative Region of China, with its registered address at 48/F, Cheung Kong Center, 2
Queen’s Road Central, Hong Kong.


 


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, 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, 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 certificates of deposit as security
interest to the Facility Agent, Security Agent, Calculation Agent,
Arranger, Lenders
and Hedging Counterparty (collectively the Secured Parties) 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 Pledge over
Deposit Certificates 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 properly translated Chinese version). Under the Agreement:


 


The Filing
Authorities refer to Tianjin Administration for Industry and
Commerce and other relevant governmental bodies responsible for the
registration of the pledge under the Agreement.


 


The Secured
Obligations refer to obligations specified under Clause 2.4 (Scope of the pledge) of the Agreement.


 


The Additional
Pledge Commitment refers to the commitment or document signed by the
Pledgor for the pledge of new
certificate(s) of deposit (New CDs) as per
the format and contents specified under Attachment 2 (Format for
Additional Pledge Commitment).


 


The original certificate
of deposits (the Original CD) refers to the
certificates for RMB time deposits, as described in detail in Attachment 1 (Specifics of the Original CD), set up for the amount (RMB25
million) placed by the Pledgor in its Onshore Cash Collateral Account as required under item 1(a) of
Attachment 13 (Conditions Subsequent) of the Loan Contract, including all the principals, interests and
any other amounts that the Pledgor is
entitled to and relevant rights and interests.


 


The Security Registration
Authorities refer 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 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 Pledged CDs.


 


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


 


The new certificate(s) of
deposits (the New CDs) refer to certificates of
RMB time deposits for additional amounts placed by the Pledgor
into the Onshore Cash Collateral Account, or the
new certificate of RMB time deposits for the balance after an early withdrawal,
or other certificates of deposits set up by the Pledgor
for the Security Agent (including but not 


 


3

















 


limited to the
certificates of deposits defined under Clause 2.3 (Early
Termination) of the Agreement),
including all the principals, interests and any other amounts that the Pledgor is entitled to and relevant rights and interests.


 


The Account
Control Agreement is an account control agreement, as defined under the
Security Trust Deed, entered into on 13
January 2010 among the Borrower, the Facility Agent, Security Agent
and Account Control Bank (AM) in connection
with the relevant accounts set up by the Pledgor with
the Account Control Bank.


 


The pledged certificate(s) of
deposits (the Pledged CDs) include the Original CD and the New CDs.


 


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                                 Construction


 


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


 


(b)                       The use of Security
Agent, Borrower, Pledgor, the Pledgees, the Lenders
and the 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 Original CD


 


(a)                        As a means of security for payment and
settlement of the Secured Obligations
by the Borrower on time and in
full, the Pledgor establishes
herein the first right of pledge for the Security
Agent on the Original CD.
The Original CD shall be properly
maintained by the Security Agent
(or a party designated by the Security Agent).


 


(b)                       Without prejudice to the provisions of other
Clauses of the Agreement, and unless
expressly waived by the Security Agent,
with respect to the Original CD, the
Pledgor shall ensure that the Security Agent receives, within 5 Business Days upon depositing by the Pledgor into the Onshore Cash Collateral Account the amount required under Item
1(a) of the Attachment 13 (Conditions Subsequent)
to the Loan Contract or no later
than another later date as agreed with the Security
Agent (acting in accordance with the instructions of the Instructing Group), and in a manner that is
satisfactory to the Security Agent
in terms of format and content, the 


 


4

















 


originals or the authentic, complete and most
up-to-date copies as verified by the Pledgor
of following documents:


 


(i)                          The Loan
Contract and Agreement that
have been properly executed;


 


(ii)                       The debt registration certificate in
connection with the Loan Contract;


 


(iii)                    The resolution of the Pledgor’s board of directors to approve the signing and
execution of the Agreement and relevant Additional Pledge Commitment(s) and authorize the
signatories, and the signature specimens of the authorized signatories;


 


(iv)                   The Original CD;


 


(v)                      Confirmation of the Account Control Bank with respect to the Original CD;


 


(vi)                   The Pledgor’s
signature specimens or passwords maintained with the Account
Control Bank in connection with the Original CD;
and


 


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


 


2.2                                 Additional pledge


 


(a)                        When the Pledgor deposits into the Onshore Cash Collateral Account an amount additional to that
required under Attachment 1 (Specifics of the Original
CD) to the Agreement, the Account Control Bank shall set up a RMB certificate of
deposits for the additional amount (for a tenor to be decided by the Security Agent). The Pledgor shall
pledge the New CD to the Security
Agent and establish the first right of pledge for the Security Agent.


 


(b)                       If in accordance with the Loan Contract
and the Account Control Agreement, the Security Agent deems it necessary (as per instructions of
the Instructing Group), it may, in the
manner it considers appropriate at its own discretion, require the Pledgor to withdraw in advance amounts from one or more Pledged CDs. After the early withdrawal, the Account Control Bank shall immediately set up a New CD (with a tenor to be decided by the Security Agent) for the remaining balance of a Pledged CD (or for the balance(s), combined or not as to be
determined by the Security Agent
(acting as per instructions of the Instructing Group),
in the case of early withdrawals from more than one Pledged CDs).
The Pledgor shall pledge the New CD(s) to the Security Agent,
and establish the first right of pledge for the Security
Agent.


 


5

















 


(c)                        For the purpose of setting up pledge under items (a) and (b) in
this clause, the Pledgor shall, within 5 Business Days upon depositing any additional amounts into
the Onshore Cash Collateral Account or
making any early withdrawals from the Pledged CD(s) as
per requirements of the Security Agent,
ensure that the Security Agent receives the Additional Pledge Commitments signed in the format as
specified in Attachment 2 (The Format of Additional
Pledge Commitment), and provide to the Security
Agent (or any party designated by the Security
Agent) the New CD(s), the signature
specimens or passwords and the conformation of the New CD(s).


 


2.3                                 Early termination


 


If the maturity date of a
Pledged CD precedes the date of
termination as specified under Clause 13 (Release) of the
Agreement, the Pledgor
shall redeposit the matured CDs at tenors set by the Security
Agent (acting as per instructions of the Instructing
Group), and for the new certificate(s) of deposits, the Pledgor shall:


 


(a)                        Continue to pledge to the New CDs to the Security Agent
and sign the Additional Pledge Commitments
within 5 Business Days upon the availability of the
New CDs (including relevant signature
specimens or passwords; or


 


(b)                       Or follow other instructions of the Security Agent (acting as per instructions of the Instructing Group).


 


2.4                                 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 shall
settle with or pay to the Secured Parties
under the Transaction Finance Documents and any other
amounts payable by the Borrower
(regardless of 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, including any costs and expenses
to be paid or compensations .to be 


 


6

















 


made by the Pledgor
to the Security Agent under Clause
11 (Costs and Expenses) and Clause 12 (Compensations) of the Agreement.


 


2.5                                 Interests on the Pledged CDs


 


Unless
required otherwise by the Security Agent
(as per instruction of the Instructing Group),
the interests arising from the Pledged CDs
shall be deposited into the Borrower’s Onshore Controlled Account as set out in the Account Control Agreement.


 


3                                                  Perfection of the Pledge


 


3.1                                 Approval, registration and filing


 


The Pledgor
shall, at its own expense and as soon as possible, complete relevant approval,
registration and filing procedures with the Approving
Authorities, Security Registration
Authorities, and Filing Authorities,
for the purpose of the pledge under the Agreement,.


 


3.2                                 Delivery of the perfection documents


 


The Pledgor shall,
to the best of its ability, ensure that the Security
Agent


 


(a)                      in the case described in Clause 2.1 (Original CD),
within 90 days from the Initial Utilization Date
or before a later date separately agreed by the Security
Agent (acting as per instructions of the Instructing
Group);


 


(b)                     in the case described in Clause 2.2 (Additional pledge),
within 90 days from the date of change of balance of the Onshore Cash
Collateral Account or the Pledged CDs;
and


 


(c)                      in the case described in Clause 2.3 (Early termination),
within 90 days from the signing of the Additional Pledge
Commitments,


 


receive, in a
satisfactory manner to the Security Agent
with respect to the format and contents, the Security
Pledge Certificate, the approval documents from the Approving Authorities and the filing documents from the Filing Authorities (including, for avoidance of confusion,
relevant documentations for any changes in the approval, registration and
filing status), or documents giving evidence that such approval, registration
and filing cannot be obtained, or postal evidences that the full set of
application materials required for the approval, registration and filing
purposes have been submitted to the Approving Authorities,
Security Registration Authorities and Filing Authorities, and other documents reasonably required
by the Security Agent from time to time. The Pledgor commits to the Security Agent
that it will deliver these documents to the Security
Agent immediately and without delay upon their becoming available.


 


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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 13 (Release), 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
Authorities, Security Registration
Authorities and/or Filing Authorities;
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.


 


4                                                  Representation and Warranty


 


4.1                                 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, registration and filing) 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 Pledged 


 


8

















 


CDs 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 Pledged
CDs 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 sole ownership over the Pledged CDs, and the Account Control Bank has verified the
Pledged CDs and issued conformation for the certificates of time deposits by
corporate entities;


 


(g)                       There is no dispute over the Pledgor’s rights with respect to the Pledged CDs, there is no other pledge or
collaterization of the Pledged CDS (other
than the pledge under the Agreement),
and the Pledged CDs has not been
seized, confiscated or subject to other restrictions;


 


(h)                       The Pledgor
has completed all relevant procedures required for establishing the pledge
under the Agreement, including but
not limited to supplying the Security Agent
with the Pledged CDs and the Pledgor’s signature specimens or passwords
maintained with the Account Control Bank;
and


 


(i)                           All information, documents and materials it
has provided to the Security Agent
in connection with the Agreement
are, in all respects, true, accurate, complete and 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.


 


4.2                                 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.


 


5                                                  Commitment


 


5.1                                 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 Pledged CDs shall not be confiscated,
seized, placed in custody or subject to any litigation, judicial or
administrative enforcements or restrictions;


 


9














 


(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, arbitration and administrative
proceedings involving the Pledgor,
the Pledged CDs or other assets of
the Pledgor;


 


(c)                        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;


 


(d)                       Take all necessary measures (including but not
limited to instituting and/or maintaining any potential or proper legal or
administrative proceedings) to protect the rights and interests of the Pledgor and the Security Agent with respect to the Pledged CDs.


 


(e)                        Immediately notify the Security Agent of any events that may give
rise to or result in the Pledged CDs becoming invalid or terminated.


 


(f)                          Strictly comply with the laws and regulations
of China applicable to the Pledged CDs,
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, registration and
filing specified in Clause 3.1 (Approval, registration and
filing) of the Agreement)
required for the signing, validation and enforcement of the Agreement;


 


(g)                       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 Transaction Finance
Document, with their right of the pledge under the Agreement transferred to a third party
(parties) at the same time, and the Pledgor
shall complete relevant legal procedures for this purpose; and


 


(h)                       Upon request of the Security Agent, immediately provide to the Security Agent any other information on the
Agreement or Pledged CDs.


 


5.2                                          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 Pledged CDs;


 


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


 


10

















 


(c)                        Issue an application to the Account Control Bank for the registration
of loss of the Pledged CDs;


 


(d)                       Take direct or indirect actions or allow any
other parties or individuals to take any actions that may in any way reduce the
value of the Pledged CDs; 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.


 


6                                                  Continuing security interest


 


6.1                                          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.


 


6.2                                          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.


 


6.3                                          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 or after the signing of the Agreement by the Security Agent or any other parties 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;


 


11

















 


(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, liquidation 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
in the absence of this clause,


 


6.4                                          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 against any
parties before the Security Agent
can exercise any of its rights under the Agreement.


 


6.5                                          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.


 


7                                                  Enforcement of the pledge


 


7.1                                          Enforceability of the pledge


 


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


 


12

















 


(b)                       After the issue of the enforcement
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.


 


7.2                                          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.


 


7.3                                          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 Pledged CDs, including but not limited to the following (and
the Security Agent shall notify
the Pledgor when it adopts any
such measures):


 


(a)                        Directly producing the Pledged CDs to the Account Control Bank to require payment;


 


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


 


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


 


8                                                  Use of Enforcement Proceeds


 


All proceeds received or
recovered by the Security Agent from time to time
under the Agreement shall be used and distributed
in the order as specified under Clause 7 (Application of Proceeds)
of the Security Trust Deed.


 


9                                                  The Security Agent and its Agent


 


9.1                                          Agents


 


(a)                        The Security
Agent may, at any time it deems 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 


 


13

















 


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 9.3 (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, the agent(s) shall be responsible for
its material negligence or intentional misconducts.


 


9.2                                          The rights of the Security Agent and its Agents


 


To
the extent specified in Clause 9.3, the Security
Agent and its  agents
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 Pledged CDs.


 


14

















 


9.3                                          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 Pledged
CDs, or the exercise or non-exercise of any exercisable rights 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.


 


10                                           Power of Attorney


 


10.1                                    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.


 


10.2                                    Acknowledgement and notification


 


The Pledgor
hereby agrees to acknowledge and confirm anything done by the Security Agent (and its agents) for the exercise of its
rights in the power of attorney under Clause 10.1 (Designation).
Anyone who takes any action or signs any document as per the above power of
attorney shall notify the Pledgor, and
subsequently when appropriate and as soon as reasonably possible, provide the
copies of any such documents to the Pledgor.


 


11                                           Costs and Expenses


 


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


 


15

















 


(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 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.


 


12                                           Compensations


 


12.1                                    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.


 


12.2                                    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 shall be exempt from taxes, deductions or withholding. If as
per laws or regulations that the Pledgor
or any other parties shall 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
shall 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.


 


16

















 


13                                           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


 


(c)                        Upon written request of the Pledgor and the expense of the Pledgor, the Security Agent shall return the Pledged CDs to the Pledgor,
take actions or allow the Pledgor
to take actions as soon as practically possible for the purpose of the release
of the security interests arising from the Agreement
or established under the Agreement,
and shall 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.


 


14                                           Notification


 


14.1                                    Unless specified otherwise, any notifications
or other documents in connection with the Agreement
shall be prepared in writing and 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.


 


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


 


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


 


15                                           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


 


17














 


Economic and Trade
Arbitration Commission and resolve the disputes in Beijing in accordance with the
prevailing arbitration rules. The arbitration decision is final and is binding
on both parties.


 


16              Others


 


16.1            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.


 


16.2            Waiver


 


The
Security Agent’s non-exercise of
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 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.


 


16.3            Amendments


 


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


 


16.4            Languages


 


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


 


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


 


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


 


18

















 


16.5            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 both parties or
either party to the Agreement) may
not enter into force before completion of any approval, registration and/or
filing procedures, the Agreement
(for both parties or either party to the Agreement)
shall enter into force upon the date such approval, registration and/or filing
procedures are completed.


 


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


 


19

















 


Attachment 1:               Specifics
of the Original CD


 


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


 


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


 


3.     Specifics
of the Original CD


 


	
  CD

  No.

  	
   

  	
  Cur

  	
   

  	
  Amount

  	
   

  	
  Tenor

  	
   

  	
  IR

  	
   

  	
  Acct.

  name

  	
   

  	
  Acct.

  No.

  	
   

  	
  Date of

  issue

  	
   

  	
  Date of

  deposit

  	
   

  	
  Maturity

  date

  	
   

  	
  Bank

  
	
  120

  	
   

  	
  RMB

  	
   

  	
  25,000,000.00

  	
   

  	
  5 yrs

  	
   

  	
  3.6%

  	
   

  	
  天津新

  	
   

  	
  12001

  	
   

  	
  12 July 2010

  	
   

  	
  9 July 2010

  	
   

  	
  9 July 2015

  	
   

  	
  China Construction Bank

  
	
  100

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  高地科

  	
   

  	
  76560

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  004

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  技发展

  	
   

  	
  00495

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  103

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  有限公

  	
   

  	
  06391*

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  司

  	
   

  	
  0*1

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


20

















 


Attachment
2:               The Format of Additional Pledge Commitment


 


The Format of Additional Pledge
Commitment


 


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


 


[date]


 


Dear sir or madam:


 


We refer to the certificates of deposit pledge
agreement dated [date] July 2010
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 2.2 (Additional
pledge) of the Pledge Agreement.
The terms in bold used in the Additional Pledge
Commitments shall have the same meanings as defined in the Pledge Agreement.


 


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 on time by the Pledgor
of all Secured Obligations 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 (物权法), 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 CD (with
specifics listed in the following attachment), hereby pledges the New CD and its rights to collect all principals, interests
and any other amounts of whatever nature and relevant rights and interest  to the Security Agent
who acts in the interests of the Secured Parties,
which are the beneficiaries of the pledge interests and rights under the Additional Pledge Commitments.


 


The Pledgor shall, within 5 Business Days upon depositing any
additional amounts into the Onshore Cash
Collateral Account or making an early withdrawal from a Pledged CD as per requirement of the Security Agent (as the case may be),  provide to the Security Agent, a New CD,
relevant signature specimens or passwords and confirmation of the New CD. The Pledgor shall, to the best of its ability, ensure that the Security Agent receives, within 90 days
from a change of the


 


21

















 


balance of the Onshore Cash Collateral Account or a Pledged CD (as the case may be) and for the
purpose of the pledge of the New CD,
the
relevant approval registration and filing documents from the Approving Authorities, Security Registration
Authorities and the Filing Authorities
(including, for avoidance of confusion, relevant documentations for any changes
in the approval, registration and filing status), or documents giving evidence
that such approval, registration and filing cannot be obtained, or postal
evidences that the full set of application materials required for the approval,
registration and filing purposes have been submitted to the Approving Authorities, Security Registration
Authorities and Filing Authorities.


 


With respect to the
pledge of New CDs established by
the Pledgor in other
circumstances, the Pledgor shall,
to the best of its ability, ensure that the Security
Agent receives, within 90 days from the signing of the Additional Pledge Commitments and for the
purpose of the pledge of the New CDs,
the
relevant approval registration and filing documents from the Approving Authorities, Security Registration
Authorities and the Filing Authorities
(including, for avoidance of confusion, relevant documentations for any changes
in the approval, registration and filing status), or documents giving evidence
that such approval, registration and filing cannot be obtained, or postal
evidences that the full set of application materials required for the approval,
registration and filing purposes have been submitted to the Approving Authorities, Security Registration
Authorities and Filing Authorities.


 


A New CD  [date/No./amount]
is the new certificate of deposit set up after the change of the certificate of
deposit amount (if applicable), and the Additional Pledge
Commitments shall replace the pledge established on the
aforementioned CD.


 


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:

  



 


22

















 


Position:


 


Attachment to the Additional
Pledge Commitment


Specifics of New CDs:


 


	
  CD No.

  	
   

  	
  Cur

  	
   

  	
  Amount

  	
   

  	
  Tenor

  	
   

  	
  IR

  	
   

  	
  Acct.

  name

  	
   

  	
  Acct.

  No.

  	
   

  	
  Date of

  issue

  	
   

  	
  Date of

  deposit

  	
   

  	
  Maturity

  date

  	
   

  	
  Bank

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


23

















 


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

  



 


 


	
  Authorized signatory:

  	
   

  	
   

  
	
  Name: Liu Qingzeng (刘庆增)

  



 


Signature page for the Certificates of Deposit
Pledge Agreement


 

















 


Signature page


 


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

  



 


 


	
  Authorized signatories:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Aric Kay-Russell

  	
  Chiu Kin Wing Edward

  
	
   

  	
   

  	
   

  
	
  Position:

  	
  Director

  	
  Authorized Signatory

  



 


Signature page for the Certificates of Deposit
Pledge Agreement