Unassociated Document


    

      EQUITY
        INTEREST PLEDGE AGREEMENT

      


      THIS
        EQUITY INTEREST PLEDGE AGREEMENT
        (“Agreement”) is entered into by and
        between the following parties on September 28, 2007. 

      


      Pledgee:
        Zhi Bao Da Tong (Beijing) Technology Co., Ltd. (“Party
        A” or “ZBDT”)

      Registered
        address: Room 210, #25 building, #15 An Ning Zhuang East Road, Haidian District,
        Beijing.

      


      Pledgor:
        Xu Junjun (“Party B”)

      ID
        No.: 422422197012200040

      Address:
        Room 807, Building A, Dingxiu Garden, #1 Shi Liu Yuan Nan Li, Fengtai
        District.

      


      (each
        a
“Party”
and
        collectively the “Parties”)

      


      WHEREAS:

      


      
        	
                1.

              	
                The
                  Pledgee is a wholly
                  foreign-owned enterprise duly established and valid existing under
                  the
                  People’s
                  Republic of China (the “PRC”)
                  laws. The Pledgee and Beijing Zhi Yuan Tian Xia Technology Co.,
                  Ltd.
                  (“ZYTX”)
                  owned by the Pledgor entered into Exclusive Technical Consulting
                  and
                  Service Agreement on September 28, 2007(the “Service
                  Agreement”).

              


      

      


      
        	
                2.

              	
                The
                  Pledgor, a local citizen of the
                  PRC,
                  who holds 40% equity interest of ZYTX, which is a
                  limited liability company duly established and valid existing
                  in
                  Beijing under the laws of PRC.

              


      

      


      
        	
                3.

              	
                Pursuant
                  to the Service Agreement, ZYTX shall make certain payments to the
                  Pledgee
                  in consideration of the services and consultant provided by the
                  Pledgee
                  thereunder. In order to ensure that the Pledgee collects technical
                  fee
                  from ZYTX, the Pledgor is willing to pledge all its equity interest
                  in
                  ZYTX to the Pledgee as a security for the Pledgee to collect the
                  technical
                  consulting and service fees under the Service
                  Agreement.

              


      

      


      NOW
        THEREFORE, through
        mutual negotiations, the Parties hereto agree as follows:

       

      
        
          
            	Article
                    1	
                    Definitions

                  


          

        

      

      


      Unless
        it
        is otherwise stipulated, for the purpose of this Agreement, the following
        terms
        shall have the following meanings:

      


      
        	
                1.1

              	
                Pledge
                  means the full meaning assigned to that term in Article 2 of this
                  Agreement.

              


      

      


      
        	
                1.2

              	
                Equity
                  Interest means the 40% equity interest (the “Equity
                  Interest”)
                  in ZYTX legally held by the Pledgor and all the other equity interest
                  which might be further held by the
                  Pledgor;

              


      

      


      
        	
                1.3

              	
                Rate
                  of Pledge means the ratio between the value of the pledge under
                  this
                  Agreement and the technical consulting fees under the Service Agreement.
                  

              


      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      


      
        	
                1.4

              	
                Term
                  of Pledge means the period provided for under Article 3.2
                  hereunder.

              


      

      


      
        	
                1.5

              	
                Service
                  Agreement means the Exclusive Technical Consulting and Service
                  Agreement
                  entered into by and between ZYTX and the Pledgee.
                  

              


      

      


      
        	
                1.6

              	
                Event
                  of Default means any event in accordance with Article 7
                  hereunder.

              


      

      


      
        	
                1.7

              	
                Notice
                  of Default means the notice of default issued by the Pledgee in
                  accordance
                  with this Agreement.

              


      

       

      
        	 	
                Article
                  2

              	
                Pledge

              


      

      


      
        	
                2.1

              	
                Party
                  B agrees to pledge all its Equity Interest in ZYTX to the Pledgee
                  as a
                  guarantee for the technical consulting service fee payable to the
                  Pledgee
                  under the Service Agreement.

              


      

      


      
        	
                2.2

              	
                Pledge
                  under this Agreement refers to the rights owned by the Pledgee
                  who shall
                  be entitled to have priority in receiving payment or proceeds from
                  the
                  auction or sale of the equity interest pledged by the Pledgor to
                  the
                  Pledgee. 

              


      

      


      
        	 	
                Article
                  3

              	
                Rate
                  of Pledge and Term of
                  Pledge

              


      

      


      
        
          
            	3.1	
                    The
                      Rate of Pledge:

                  


          

        

      

      


      The
        Rate
        of Pledge shall be 100% under this Agreement.

      


      
        
          
            	3.2	
                    The
                      Term of Pledge

                  


          

        

      

      


      
        	
              	3.1.1	
                The
                  Pledge of the Equity Interest under this Agreement shall take effect
                  as of
                  the date that the Pledge of the Equity Interest is recorded in
                  the
                  register of shareholders of ZYTX.

              


      

      


      
        	
              	3.1.2	
                During
                  the Term of Pledge, the Pledgee shall be entitled to foreclose
                  on the
                  Pledge in accordance with this Agreement in the event that ZYTX
                  fails to
                  pay exclusive technical consulting and service fees in accordance
                  with
                  Service Agreement.

              


      

      


      
        	 	
                Article
                  4

              	
                Physical
                  Possession of Documents

              


      

      


      
        
          
            	4.1	
                    During
                      the Term of Pledge, the Pledgee shall be entitled to possess
                      the
                      contribution certificate of the Equity Interest (the “Contribution
                      Certificate”)
                      and the register of shareholders of ZYTX. The Pledgor shall
                      delivery the
                      Contribution Certificate and the register of shareholders hereunder
                      to the
                      Pledgee within one week after the signature date of this
                      Agreement.

                  


          

        

      

      


      
        
          
            	4.2	
                    The
                      Pledgee shall be entitled to collect the dividends from the
                      Equity
                      Interest.

                  


          

        

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      


      
        	 	
                Article
                  5

              	
                Representations
                  and Warranties of Party B

              


      

      


      
        
          
            	5.1	
                    Party
                      B is the legal owner of the Equity
                      Interest.

                  


          

        

      

      


      
        
          
            	5.2	
                    Except
                      as otherwise provided hereunder, the Pledgee shall not be interfered
                      with
                      by any parties at any time when the Pledgee exercising its
                      rights in
                      accordance with this Agreement.


                  


          

        

      

      


      
        
          
            	5.3	
                    Except
                      as otherwise provided hereunder, the Pledgee shall be entitled
                      to
                      exercise, dispose of or assign the Pledge in accordance with
                      this
                      Agreement. 

                  


          

        

      

      


      
        
          
            	5.4	
                    The
                      Pledgor shall not pledge or encumber the Equity Interest to
                      any other
                      person except for the
                      Pledgee.

                  


          

        

      

      


      
        	 	
                Article
                  6

              	
                Covenant
                  of the Pledgor

              


      

      


      
        
          
            	6.1	
                    During
                      the effective term of this Agreement, the Pledgor covenants
                      to the Pledgee
                      that the Pledgor shall:


                  


          

        

      

      


      
        	 	
                6.1.1

              	
                Except
                  for the transfer of the Equity Interest by the Pledgor, as subject
                  to the
                  Exclusive Equity Interest Purchase Agreement entered into by and
                  among the
                  Pledgor and ZBDT to transfer the Equity Interest to the Pledgee
                  or the
                  specified person consigned by the Pledgee (“Specified
                  Person”),
                  not transfer or assign the Equity Interest, create or permit to
                  be created
                  any pledges which may have an adverse affect on the rights or benefits
                  of
                  the Pledgee without prior written consent from the Pledgee.
                  

              


      

      


      
        	 	
                6.1.2

              	
                Comply
                  with and implement laws and regulation with respect to the right
                  of
                  pledge, present to the Pledgee the notices, orders or suggestions
                  with
                  respect to the Pledge issued or made by the competent authority
                  after
                  receiving such notices, orders or suggestions and comply with such
                  notices, orders or suggestions, or object to the foregoing matters
                  at the
                  reasonable request of the Pledgee or with the written consent from
                  the
                  Pledgee.

              


      

      


      
        	 	
                6.1.3

              	
                Timely
                  notify the Pledgee of any events or any received notices which
                  may affect
                  the Pledgor’s Equity Interest or any part of its right, and any events or
                  any received notices which may change any of the Pledgor’s convenants and
                  obligations under this Agreement or which may affect the Pledgor’s
                  performance of its obligation under this
                  Agreement.

              


      

      


      
        
          
            	6.2	
                    The
                      Pledgor agrees that the Pledgee’s right to exercise the Pledge obtained
                      from this Agreement shall not be suspended or hampered through
                      legal
                      procedure by the Pledgor or any successors of the Pledgor or
                      any person
                      authorized by the Pledgor or any person authorized by the
                      Pledgor..

                  


          

        

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      


      
        
          
            	6.3	
                    The
                      Pledgor warrants to the Pledgee that in order to protect or
                      perfect the
                      security over the payment of the technical consulting and service
                      fees
                      under the Service Agreement, the Pledgor shall execute in good
                      faith and
                      cause other parties who have interest in the Pledge to execute
                      all the
                      title certificates, contracts, and/or perform and cause other
                      parties who
                      have interests to take action as required by the Pledgee and
                      provide
                      access to exercise the rights and authorization vested in the
                      Pledgee
                      under this Agreement, and execute all the documents with respect
                      to the
                      changes or certificate of the Equity Interest with the Pledgee
                      or the
                      person (natural person or legal entity) designated by the Pledgee,
                      and
                      provide all the notices, orders and decisions regarded as necessary
                      by the
                      Pledgee to the Pledgee within the reasonable time.
                      

                  


          

        

      

      


      
        
          
            	6.4	
                    The
                      Pledgor warrants to the Pledgee that the Pledgor will comply
                      with and
                      perform all the guarantees, covenants, agreements, representations
                      and
                      conditions for the benefits of the Pledgee. The Pledgor shall
                      compensate
                      all the losses suffered by the Pledgee in the event that the
                      Pledgor does
                      not perform or fully perform his guarantees, covenants, agreements,
                      representations and
                      conditions.

                  


          

        

      

      


      
        	 	
                Article
                  7

              	
                Events
                  of Default

              


      

      


      
        
          
            	7.1	
                    The
                      events listed below shall be deemed as an event of
                      default:

                  


          

        

      

      


      
        
          
            	
                  	7.1.1	
                    ZYTX
                      fails to make full payments of the exclusive technical consulting
                      and
                      service fees as scheduled under the Service Agreement.
                      

                  


          

        

      

      


      
        
          
            	
                  	7.1.2	
                    The
                      Pledgor makes any material misleading or fraudulent representations
                      or
                      warranties under Article 5 herein, and/or the Pledgor is in
                      violation of
                      any warranties under Article 5
                      herein.

                  


          

        

      

      


      
        
          
            	
                  	7.1.3	
                    The
                      Pledgor violates the covenants under Article 6
                      herein.

                  


          

        

      

       

      
        
          
            	
                  	7.1.4	
                    The
                      Pledgor violates any terms or conditions herein.
                      

                  


          

        

      

      


      
        
          
            	
                  	7.1.5	
                    The
                      Pledgor waives the pledged Equity Interest or transfers or
                      assigns the
                      pledged Equity Interest without prior written consent of the
                      Pledgee,
                      except as provided in Article 6.1.1 in this Agreement.
                      

                  


          

        

      

      


      
        
          
            	
                  	7.1.6	
                    Any
                      external loan, security, compensation, covenants or other compensation
                      liabilities of the Pledgor’s (1) are required to be repaid or performed
                      prior to the scheduled date; or (2) are due but cannot be repaid
                      or
                      performed as scheduled and thereby cause the Pledgee to deem
                      that the
                      Pledgor’s capacity to perform the obligations herein is
                      effected.

                  


          

        

      

      


      
        
          
            	
                  	7.1.7	
                    The
                      Pledgor is incapable of repaying its general debt or other
                      debt.

                  


          

        

      

      


      
        
          
            	
                  	7.1.8	
                    This
                      Agreement becomes illegal for the reason of the promulgation
                      of the
                      related laws or the Pledgor’s incapability of continuing to perform the
                      obligations herein.

                  


          

        

      

      


      
        
          
            	
                  	7.1.9	
                    Any
                      approval, permits or authorization from the competent authority
                      of the
                      government needed to perform this Agreement or validate this
                      Agreement are
                      withdrawn, suspended, invalidated or materially revised.
                      

                  


          

        

      

      


      
        
          
            	
                  	7.1.10	
                    The
                      property of the Pledgor adversely changed and causes the Pledgee
                      to deem
                      that the capability of the Pledgor to perform the obligations
                      herein under
                      this Agreement is
                      effected.

                  


          

        

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      
        
          
            	
                  	7.1.11	
                    The
                      successors or assignees of ZYTX are only entitled to perform
                      a portion of
                      or refuse to perform the payment liability under Service
                      Agreement.

                  


          

        

      

      


      
        
          
            	
                  	7.1.12	
                    Other
                      circumstances whereby the Pledgee is incapable of exercising
                      the right to
                      foreclose on the Pledge in accordance with the related
                      laws.

                  


          

        

      

       

      
        
          
            	7.2	
                    Party
                      B should immediately notice Party A in writing if the Pledgor
                      is aware of
                      or finds that any event under Article 7.1 herein or any events
                      that may
                      result in the foregoing events have occurred or are occurring.
                      

                  


          

        

      

      


      
        
          
            	7.3	
                    Unless
                      the Event of Default under Article 7.1 herein has been remedied
                      to the
                      Pledgee’s satisfaction, the Pledgee, at any time when the Event of
                      Default
                      occurs or thereafter, may give a written notice of default
                      to the Pledgor
                      and require the Pledgor to immediately make full payments of
                      the
                      outstanding service fees under the Service Agreement and other
                      payables or
                      foreclose on the Pledge in accordance with Article 8 herein.
                      

                  


          

        

      

      


      
        	 	
                Article
                  8

              	
                Exercise
                  of the Right of the Pledge

              


      

      


      
        	
                8.1

              	
                The
                  Pledgor shall not transfer or assign the Equity Interest without
                  prior
                  written approval from the Pledgee prior to the full repayment of
                  the
                  consulting and service fees under the Service
                  Agreement.

              


      

      


      
        	
                8.2

              	
                The
                  Pledgee shall give the Notice of Default to the Pledgor when the
                  Pledgee
                  exercises the right of pledge.

              


      

       

      
        	
                8.3

              	
                Subject
                  to Article 7.3, the Pledgee may exercise the right to foreclose
                  on the
                  Pledge at any time when the Pledgee gives the Notice of Default
                  pursuant
                  to Article 7.3

              


      

      


      
        	
                8.4

              	
                The
                  Pledgee is entitled to have priority in receiving payment or proceeds
                  from
                  the auction or sale of whole or part of the Equity Interest pledged
                  herein
                  in accordance with applicable law until the outstanding technical
                  consulting and service fees and all other payables under the Service
                  Agreement are repaid. 

              


      

      


      
        	
                8.5

              	
                The
                  Pledgor shall not hinder the Pledgee from foreclosing on the Pledge
                  in
                  accordance with this Agreement and shall give necessary assistance
                  so that
                  the Pledgee may effectively realize the value of the Pledge.
                  

              


      

      


      
        	 	
                Article
                  9

              	
                Transfer
                  or Assignment

              


      

      


      
        	
                9.1

              	
                The
                  Pledgor shall not donate or transfer his rights or obligations
                  herein
                  without the prior written consent from the Pledgee.
                  

              


      

      


      
        	
                9.2

              	
                This
                  Agreement shall be binding upon and inure to the benefit of the
                  successors
                  of the Pledgor and be effective to the Pledgee and his each successor
                  and
                  assignee. 

              


      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      


      
        	
                9.3

              	
                The
                  Pledgee may transfer or assign his all or any rights and obligations
                  under
                  the Service Agreement to any person (natural person or legal entity)
                  at
                  any time. In this case, the assignee shall enjoy and undertake
                  the same
                  rights and obligations herein of the Pledgee as if the assignee
                  is a party
                  hereto. When the Pledgee transfers or assigns the rights and obligations
                  under the Service Agreement, at the request of the Pledgee, the
                  Pledgor
                  shall execute the relevant agreements and/or documents with respect
                  to
                  such transfer or assignment.

              


      

      


      
        	
                9.4

              	
                Due
                  to the Pledgee’s change resulting from the transfer or assignment, the new
                  parties to the pledge shall re-execute a pledge
                  contract.

              


      

      


      
        	 	
                Article
                  10

              	
                Termination

              


      

      


      
        
          
            	10.1	
                    This
                      Agreement shall not be terminated until the consulting and
                      service fees
                      under the Service Agreement are paid in full and ZYTX shall
                      no longer
                      undertake any obligations under the Service Agreement.
                      

                  


          

        

      

      


      
        	 	
                Article
                  11

              	
                Formalities
                  Fees and Other Expenses

              


      

      


      
        
          
            	11.1	
                    The
                      Pledgor shall be responsible for all the fees and actual expenditures
                      in
                      relation to this Agreement, including but not limited to legal
                      fees, cost
                      of production, stamp tax and any other taxes and charges. If
                      the Pledgee
                      pays the relevant taxes in accordance with the laws, the Pledgor
                      shall
                      fully indemnity such taxes paid by the
                      Pledge.

                  


          

        

      

      


      
        
          
            	11.2	
                    The
                      Pledgor shall be responsible for all the fees (including but
                      not limited
                      to any taxes, formalities fees, management fees, litigation
                      fees,
                      attorney’s fees, and various insurance premiums in connection with
                      disposition of the Pledge) incurred by the Pledgor for the
                      reason that the
                      Pledgor fails to pay any payable taxes, fees or charges in
                      accordance with
                      this Agreement, or the Pledgee has recourse to any forgoing
                      taxes, charges
                      or fees by any means for other reasons.


                  


          

        

      

      


      
        	 	
                Article
                  12

              	
                Force
                  Majeure

              


      

      


      
        	12.1	
                If
                  the fulfillment of this Agreement is delayed or blocked due to
                  the Force
                  Majeure Event, the party affected by such a Force Majeure Event
                  shall free
                  from any obligation to the extent of delay or holdback. Force Majeure
                  Event (“Event”) means any event which is out of control of each party, and
                  which is unavoidable or insurmountable even the party affected
                  by such
                  event has paid reasonable attention to it. The Event shall include,
                  but
                  not limited to, government actions, nature disaster, fire, explosion,
                  typhoons, floods, earthquakes, tide, lightning or war. However,
                  any lack
                  of credit, assets or financing shall not be deemed as Event. The
                  party
                  claiming the occurrence of Event shall provide the other party
                  with the
                  steps of fulfilling the obligations of this Agreement. 

              


      

      


      
        	12.2	
                The
                  Party affected by such an Event shall free from any obligation
                  under this
                  Agreement based on the conditions that the Party affected by such
                  an Event
                  have made reasonable endeavors to perform the Agreement and request
                  the
                  exemption from the other party. The both Parties agree to do their
                  best to
                  recover performance of this Agreement if the reason for exemption
                  has been
                  corrected or remedied.

              


      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      


      
        	 	
                Article
                  13

              	
                Dispute
                  Settlement

              


      

      


      
        
          
            	13.1	
                    This
                      Agreement shall be governed by and construed in all respects
                      in accordance
                      with the PRC laws.

                  


          

        

      

      


      
        
          
            	13.2	
                    The
                      Parties shall strive to settle any dispute arising from the
                      interpretation
                      or performance, or in connection with this Agreement through
                      friendly
                      consultation. In case no settlement can be reached through
                      consultation,
                      each Party can submit such matter to China International Economic
                      and
                      Trade Arbitration Committee for arbitration according to the
                      current
                      effective arbitration rules of its. The arbitration shall be
                      held in
                      Beijing. The arbitration proceedings shall be conducted in
                      Chinese. The
                      arbitration award shall be final and binding upon the Parties.
                      The
                      arbitration award may be submitted to the applicable People’s Court for
                      enforcement. 

                  


          

        

      

      


      
        	 	
                Article
                  14

              	
                Notices

              


      

      


      
        
          
            	14.1	
                    Any
                      notice to which is given by the both Parties hereto for the
                      purpose of
                      performing the rights and obligations hereunder shall be in
                      writing. Where
                      such notice is delivered personally, the time of notice is
                      the time when
                      such notice actually reaches the addressee; where such notice
                      is
                      transmitted by telex or facsimile, the notice time is the time
                      when such
                      notice is transmitted. If such notice does not reach the addressee
                      on
                      business date or reaches the addressee after the business time,
                      the next
                      business day following such day is the date of notice. The
                      delivery place
                      is the address first written above of the Parties hereto or
                      the address
                      advised in writing including facsimile and telex from time
                      to time.
                      

                  


          

        

      

       

      
        	 	
                Article
                  15

              	
                Appendix

              


      

      


      
        
          
            	15.1	
                    The
                      Appendix of this Agreement as attached hereto is the part of
                      this
                      Agreement.

                  


          

        

      

      


      
        	 	
                Article
                  16

              	
                Effectiveness

              


      

      


      
        
          
            	16.1	
                    This
                      Agreement and any amendments, supplements and modifications
                      of this
                      Agreement shall be in writing, and come into effect upon being
                      executed by
                      the Parties thereto.

                  


          

        

      

      


      
        
          
            	16.2	
                    This
                      Agreement is executed both in Chinese and English with two
                      copies for each
                      language. The Chinese version will prevail in the event of
                      any
                      inconsistency between the English and any Chinese translations
                      thereof.
                      

                  


          

        

      

      


      [THIS
        SPACE IS INTENTIONALLY LEFT BLANK]


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      This
        page
        is the signing page of this Equity Interest Pledge Agreement. 

      


      IN
        WITNESS WHEREOF,
        the
        undersigned have executed this Agreement as of the date first set forth above
        written.


      


      


      Party
        A: Zhi Bao Da Tong (Beijing) Technology Co., Ltd.

      Legal
        Representative: /s/ DeLu Gao

      


      Party
        B: Xu Junjun

      Signature:
        /s/ Xu Junjun



      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      


      APPENDIX

      


      
        	
                1.

              	
                The
                  register of the shareholders of ZYTX 

              


      

      


      
        	
                2.

              	
                The
                  Contribution Certificate of ZYTX

              


      

      


      
        
          	3.	
                  The
                    Exclusive Technical Consulting and Service
                    Agreement.

                


        

      

      


      
        
          
          

        

        
          9