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, holds the ownership interest of Shijie Kaiyuan Auto Trade Co., Ltd (hereinafter
“Kaiyuan Auto Trade”) [in the jurisdiction of china]. (the
amount of percentage of ownership hold by Pledgor in Kaiyuan Auto Trade is 2%, and indirectly through Hebei XuHua Trading
Co., Ltd. Holds 98%; the cumulative capital contributions are RMB 1.05 Billion, and possesses 100% of the registered capital of
Kaiyuan Auto Trade.)


 


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 Auto Trade 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 the Kaiyuan Auto Trade 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 Auto Trade 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 Auto Trade 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 Auto Trade (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 Auto Trade 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 Auto Trade is an enterprise established
and existing under the laws of the PRC.


 


6.2   Kaiyuan Auto Trade has 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 Auto Trade 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 Auto Trade 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 Auto Trade have
not conducted any acts or actions which may material adverse affect the assets, business of Kaiyuan Auto Trade 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 Auto Trade.


 


6.11  All the documents delivered from Pledgor to Pledgee
are 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 Auto Trade shall
not take any action involve in any event which will material adversely affects the asset and business of Kaiyuan Auto Trade 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 Auto Trade 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 Auto Trade.


 


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.


 




    	 



    	 



    

 


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[SIGNATURE PAGE]


 


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


 


AUTHORIZED PERSON:
( SIGNATURE ) :


 


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


 


AUTHORIZED PERSON:
( SIGNATURE ) :