EQUITY PLEDGE AGREEMENT


 


This equity pledge agreement (this “Agreement”)
is made on the 31st day of January, 2013, at Shijiazhuang, the People’s Republic of China (the “PRC”)
by and among the following parties:


 


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

Registered Number: 130000400002919


Registered Address: 322 East Zhongshan Road, Shijiazhuang


Legal representative: Yan Hui Kai


 


(2)
       Hebei Shengrong Investment   Co., Ltd. (“Pledgor”)

Registration Number: 130000000003221


Registered Address: 322 East Zhongshan Road, Shijiazhuang


Legal representative: Peng Jinyu


 


WHEREAS:


 


1.    Pledgor, a limited liability company
registered and existing under the laws of PRC; and [in the jurisdiction
of china] holds the ownership interest of  Hebei Shijie Kaiyuan
Logistics Co., Ltd. (“Kaiyuan Logistics”) , the total investment amounting to 30 million RMB. 


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


 


3.    Pledgee and Pledgor both agree, Pledgor
shall assign and transfer the equity interests of Kaiyuan Logistics to Pledgee unconditionally and perform all the obligations
(hereinafter “Security Obligation”) of Option Agreement (hereinafter “Transaction Agreement”) which entered
by Pledgor and Pledgee in good faith and completely.


 


4.    The Pledgor agrees to pledge all of
his equity interest in Kaiyuan Logistics to Pledgee as collateral for securing its obligations.


 


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


 


1.    DEFINITIONS


 


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


 


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


 


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


 


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


 


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


  


2.    THE PLEDGED INTERESTS


  


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


 






    	 



    	 



    

 


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


 


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


 


3.    NATRUE OF PLEDGE


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


4.       EFFECTIVENESS


 


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


 


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


 


5.    THE POSSESSION OF CERTIFICATE


 


5.1 The Pledgor shall put the original certificate of capital
injection of Kaiyuan Logistics (the “Certificate”) under the  custodian of the Pledgee during the pledge
term provided by this Agreement. The Pledgor shall deliver the Certificate and the appropriate evidence which proves the pledge
has been properly registered into the Register of Kaiyuan Logistics within one (1) week.


 


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


 




    	 



    	 



    

 


6.    REPRESENTATIONS AND WARRANTIES


 


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


 


6.1 Kaiyuan Logistics are enterprise established and existing
under the laws of the PRC.


 


6.2 Kaiyuan Logistics have had any and all necessary approval,
authorization and permission from government, and has accomplished all the registration and filing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


6.10 Except for the encumbrances that have already disclosed,
the Pledgor did not pledge, mortgage or create any other priority right in all assets of Kaiyuan Logistics.


 


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


 


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


 


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


 


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


 


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


 


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


 




    	 



    	 



    

 


7.    CONVENANTS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


8.    EVENT OF DEFAULT


 


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


 


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


 


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


 


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


 


8.1.4 Any Pledgor breaches any clauses under this Agreement;


 




    	 



    	 



    

 


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


 


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


 


8.1.7 Pledgor cannot satisfy its indebtedness or any other debt;


 


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


 


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


 


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


 


8.1.11 The discontinuance, termination, forced closure or liquidation
of the Pledgor or Kaiyuan Logistics.


 


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


 


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


 


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


 


9.    ENFORCEMENT OF PLEDGES


 


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


 


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


 


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


 


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


 


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


 


10.    ASSIGNMENTS


 


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


 


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


 




    	 



    	 



    

 


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


 


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


 


11.    BREACH OF AGREEMENT


 


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


 


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


 


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


 


12.    TERMINATION


 


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


 


13.    COMMISSION AND OTHER FEES


 


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


 


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


 


14.    GOVERNING LAW AND SETTLEMENT OF DISPUTES


 


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


  


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


 






    	 



    	 



    

 


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


 


15.     NOTICES


 


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


 


	Pledgee:	Hebei Chuanglian Finance Leasing Co., Ltd.
	Address:	322 East Zhongshan Road, Shijiazhuang
	Facsimile:	0311-86212162
	Telephone:	0311-83821689
	Attention:	Yan Hui Kai
	 	 
	Pledgor:	Hebei Shengrong Investment   Co., Ltd.
	Address:	322 East Zhongshan Road, Shijiazhuang
	Facsimile:	0311-83819636
	Telephone:	0311-83827688
	Attention:	Peng Jinyu


 


16.    SCHEDULES AND ANNEXES


 


All schedules are an integral part of this Agreement.


 


17.    WAIVER


 


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


 


18.    MISCELLANEOUS


 


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


 


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


 


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


 


 


[REMAINEDR OF PAGE INTENIONALLY LEFT BLANK]


 


[SIGNATURE PAGE]


 


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


 




    	 



    	 



    

 


AUTHORIZED PERSON:
( SIGNATURE ) :


 


PLEDGOR: Hebei Shengrong Investment Co., Ltd. (
SEAL )


 


AUTHORIZED PERSON:
( SIGNATURE ) :