Unassociated Document


    EXHIBIT 10.9

     

     

    Conclusion
Date: January 4, 2008

     

    Receivable
Pledge Agreement

    


    Between

    


    Zhengzhou
Shenyang Technologies Co., Ltd., China, as Pledger

    


    And

    


    Austria
Central Cooperation Bank Beijing Branch, as Pledgee

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Contents

                                  	 
	 
      	 
	
                                    Article
      1 Definition and Explanation

                                  	 
	
                                    Article
      2 Pledge

                                  	 
	
                                    Article
      3 Scope of Security

                                  	 
	
                                    Article
      4 Registration of Pledge

                                  	 
	
                                    Article
      5 Performance of Sales Contract

                                  	 
	
                                    Article
      6 Monitoring of Accounts

                                  	 
	
                                    Article
      7 Representations and Warranties

                                  	 
	
                                    Article
      8 Commitments of the Pledger

                                  	 
	
                                    Article
      9 Nature and Validity

                                  	 
	
                                    Article
      10 Realization of the Pledge

                                  	 
	
                                    Article
      11 Expenses and Compensation

                                  	 
	
                                    Article
      12 Notification

                                  	 
	
                                    Article
      13 Effectuation, Amendment, and Termination of the
Contract

                                  	 
	
                                    Article
      14 Applicable Laws and Dispute Settlement

                                  	 
	
                                    Article
      15 Miscellaneous

                                  	 
	
                                    Signing
      page

                                  	 
	
                                    Annex
      1 Contract Form of Pledge Registration of Receivables

                                  	 


                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
receivable pledge agreement, hereinafter referred to as “the Agreement”, is
signed on the forth day of January 2008, by and between the both parties
of

    1.
Zhengzhou Shenyang Technology, Inc., China, as Pledger, hereinafter referred to
as “Pledger”, a limited company founded in accordance with the laws of the
People’s Republic of China, whose registration address is 170, Gongren Road,
Zhongyuan District, Zhengzhou, China

    And

    2.
Austria Central Cooperation Bank Beijing Branch, as pledge, hereinafter referred
to as “Pledgee”.

    


    WHEREAS

    Zhengzhou
Shenyang Technologies Co., Ltd. as a borrower and the pledge as a lender has
signed a “Letter of Quota” numbered 200801040012660001, hereinafter referred to
as “Letter of Quota”, on January 4, 2008, under which the lender agreed to
provide a quota of loan not exceeding RMB50,000,000 of loan principal,
hereinafter referred to as “loan”.

    AND
WHEREAS

    The
Pledger agrees to sign the agreement with the pledge and to establish a security
on the receivables, defined as bellow, with the pledge as beneficiary to
warrantee that the Pledger shall fully pay the debt owe to the Pledgee under the
Letter of Quota.

    


    THEREFORE,
it is agreed between both parties as follows:

    


    Article
1 Definition and Explanation

    


    
      	
              1.1

            	
              Definition

            


    

    The
following terms defined in the Letter of Quota shall have the same meanings in
the Agreement except where the context otherwise clearly defined:

    


    “Sales
contract” means product sales contract signed either before or after signing of
the Agreement by and between the Pledger and one or more companies, hereinafter
referred to as “the Buyer”, recognized and accepted by the pledge.

    


    “Agreement
of accounts” means “the agreement of account pledge and monitoring” signed on or
before signing of the Agreement by and between the Pledger and
Pledgee.

    


    “Monitoring
accounts” means the accounts used for receiving the receivables opened by the
Pledger

    


    “Registration
authority” means the Credit Centre of the People’s Bank of
China.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    “Receivable(s)”
means any existing and future rights and interests enjoyed by the Pledger under
the sales contract over debtors, which includes but not is limited to (1) all
creditor’s right of the Pledger under the sales contract, including any advance
payment, installment payment, performance bond, and debtor’s right for any other
sum of payments; and (2) all rights enjoyed by the Pledger under the sales
contract to claim indemnification due to any breach of the
contract.

    


    “Debtor”
means the debtor obliged to pay the receivables to the Pledger under the sales
contract.

    


    
      	
              1.2

            	
              Explanation

            


    

    
      	
              (1)

            	
              The
      definition and explanation defined in the Letter of Quota shall be
      basically applicable in the understanding and explanation of the
      Agreement.

            


    

    
      	
              (2)

            	
              The
      heading of each article and clause is only used for the convenience of
      reading, and does not constitute any part of the article and clause and
      condition. It cannot be applied in the explanation of the
      Agreement.

            


    

    
      	
              (3)

            	
              Any
      laws, rules and regulations, ordinance, or other like legal documents
      mentioned in the Agreement shall all be interpreted as including the
      content of timely amendments, expansion, reissuing or adjusting of such
      documents and any other laws, rules and regulations, ordinance, or other
      legal documents based on such
documents.

            


    

    
      	
              (4)

            	
              “Such
      as”, “include”, “for example” or examples followed any other prepositions
      are not to limit the plain or general meaning of the words before the
      prepositions.

            


    

    
      	
              (5)

            	
              “Pledger”
      and “Pledgee” include their agents, successors, transferee, and any other
      person being authorized, in case not in conflicting with the
      context.

            


    

    


    Article
2 Pledge

    


    2.1 To
secure that all secured debts are timely and fully paid or discharged and that
the Pledger may timely and properly perform its obligations due on time, due in
acceleration, or other situations under the financing documents, the Pledger
agrees to pledge the receivables to the pledge.

    2.2 In
case the Pledger and pledge adjust the amount of the loans according to the
stipulations of the Letter of Quota, secured debts under the Agreement shall be
the amount of loans actual provided under the Letter of Quota.

    


    Article
3 Scope of Security

    


    3. 1 The
scope of pledge under the Agreement includes:

    (1) All
existing and future loans and accumulated interest, including but not limited to
legal interests, agreed interests, overdue interests, and interests of
punishment, handling charge and other charges, breach of contract damages,
damages, expenses for realization of debtor’s rights, including but not limited
to litigation expenses, attorney fee, notary fee, and execution fee, and other
receivables, no matter they become receivables on expired date or under other
conditions, the Pledger should pay the pledge under the financing
documents;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (2) Any
other items of payment the Pledger should pay the pledge due to or under the
financing documents;

    (3) All
fees and expenses incurred when the Pledger realizes its secured rights and
interests under the Agreement, including but not limited to the litigation
expenses, attorney fees, notary fees and execution expenses; and

    (4)
Breach of contract damages and any other payments the Pledger should pay the
pledge under the Agreement.

    


    3.2 The
certification issued by the Pledgee regarding any secured debt or receivables
under the Agreement shall be final and bind the Pledger, unless there are any
obvious errors.

    


    Article
4 Registration of Pledge

    


    4.1 The
Pledgee and Pledger shall sign a Contract of Pledge Registration of Receivables
based on the form in Annex 1 “Contract Form of Pledge Registration of
Receivables” or any other form required or agreed upon by the
pledge.

    


    4.2 The
Pledgee and Pledger agree the pledge registration of receivables shall be
handled by the Pledgee in the registration authority, where the fees and
expenses incurred shall be borne by the Pledger.

    


    4.3 In
case the Pledgee reasonably believes it is necessary to amend the pledge
registration already done, the Pledger shall take all reasonable steps to assist
the Pledgee to handle the amendment of pledge registration of receivables, where
the fees and expenses incurred shall be borne by the Pledger.

    


    4.4
Whenever the Pledgee requires, the Pledger shall, at any time, take the actions,
including signing of any documents, acquiring any approvals and fulfilling any
registrations, filing or recording, reasonably required by the Pledgee at his
own charges to:

    (1)
Improve or protect the securities established under or according to the
Agreement; or

    (2)
Assist the Pledgee or any other assignee to realize the pledge or any part of it
established under the Agreement, or assist the Pledgee to exert any of his
rights, powers, or discretions according to the Agreement.

    


    Article
5 Performance of Sales Contract

    


    5.1 The
Pledger is obliged to continue to perform all obligations under the sales
contract. The Pledgee has no responsibility or legal obligations to the sales
contract, and is not obliged to implement responsibility undertaken by the
Pledger to sales contract. The Pledgee has no responsibility to take actions
concerning accounts receivable. In condition not affecting rights of the Pledgee
under this agreement, the Pledger is not accountable or legally liable to any
other parties concerning accounts receivable.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.2 In
spite of above regulations, if the Pledger and /debtor does not carry out
obligations under sales contract properly and has done harm to rights enjoyed by
the Pledgee under this agreement, the Pledgee has the right (but no obligations)
to implement it in the name of Pledger or lodge a suit against debtor, refer to
arbitration or take other measures. The Pledger agrees and authorizes the
Pledgee to take actions mentioned above and provide coordination necessary.
Expenses incurred as a result of any actions taken by Pledgee under this
regulation should be compensated by the Pledger wholly.

    


    Article
6 Monitoring of Accounts

    


    6.1 The
Pledger shall open monitored account at the place of pledge and guide debtor to
deposit all accounts receivable into the account.

    


    6.2
Without prior written consent of Pledgee, the Pledger is not allowed to indicate
debtor to deposit account receivable into any other account except monitored
account. If the Pledger, on any account, receives account receivable from any
other means, he should notify immediately Pledgee and transfer the above sum of
money into the monitored account.

    


    Article
7 Representations and Warranties

    


    7.1 The
Pledger makes the following representations and warranties to the
Pledgee:

    (1) The
Pledger is a limited company established in accordance with laws of the People’s
Republic of China, and with independent legal person status. It has effective
business license and is able to bring a suit and respond to a
charge.

    


    (2) The
Pledger has legal qualifications and necessary rights to sign this agreement, to
exercise rights and carry out obligations under this agreement.

    


    (3) The
sales contract is signed by the Pledger and debtor legally and effectively, and
is legally binding to both parties. Accounts receivable of the Pledger in sales
contract can be transferred according to relevant laws and regulations and
nature of the sales contract.

    


    (4) At
present the debtor has no right of offsetting or counterargument in terms of the
Pledger, which may affect guaranteed rights of the Pledgee under this
agreement

    


    (5) The
Pledger has the sole right to account receivable, except guarantee set in this
agreement, the Pledger does not have other guarantee of any nature in terms of
account receivable. The Pledger has undisputable right to account receivable,
and can be taken as the object of pledge security.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (6) The
Pledger has carefully read, wholly understand and accept content of this
agreement and document of financing, the Pledger signs and implements this
agreement of his own free will. What are expressed is true.

    


    (7) Data
and documents provided by the Pledger to the Pledgee about the Pledger and
account receivable are genuine and accurate, complete and effective, and
document in duplicate is in conformity with the original.

    


    (8) All
those which are necessary for the signing of this agreement and guarantee by the
Pledger under the agreement including approval, license, consent, notary,
registration, record by government and other local department have been acquired
and completed, which are legal and effective.

    


    (9) The
Pledger signs this agreement, implement its obligation under the agreement,
which is not against the regulations of the company, other documents or any
other agreement, and does not violate laws and regulations fit for the
Pledger.

    


    (10) This
agreement constitutes legal, effective and legally binding obligations for the
Pledger, and guarantee under it is unconditional, not limited by preferential
rights of any other persons.

    


    (11)
Under the sales contract, there is no violating incidents or potential violating
incidents by the Pledger and debtor.

    


    (12) At
present, there is no ongoing or possible arbitration, law suit or administrative
procedures which may involve the Pledger and constitute serious unfavorable
influence on financial condition, value of accounts receivable or ability of the
Pledger to perform its obligation according to this agreement.

    


    (13)
Debtor or his any asset and income has no right of immunity or privileged in
legal procedures such as offsetting, judgment, implementation,
detaining.

    


    7.2 The
Pledger makes the representations and warranty under Article 7.1 above to the
Pledgee. The above representations and warranty are regarded as made repeatedly
everyday during the pledge period. When a representation and warranty is made
repeatedly, it should fit in with the circumstances of the time.

    


    Article
8 Commitments of the Pledger

    


    8.1 The
Pledger makes the following commitments to the Pledgee:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (1) The
Pledger shall obey all legal and administrative laws relevant with the
agreement, and the sales contract, strictly carry out and obey duty and
obligations under this agreement and the sales contract, and take all necessary
measures to guarantee accounts receivable legal and effective, including but not
limited to legal and effective guarantee right to account receivable by the
Pledgee.

    


    (2) If
there is any significant law suits, arbitration or administrative procedures
involved with the Pledger or debtor, no matter it has begun or not, the Pledger
is required to inform the Pledgee the detail as soon as possible (in not more
than 3 work days).

    


    (3) If
any incidents of violations happened under this agreement, or incidents which
may affect ability of the Pledger to implement obligations under this agreement,
or incidents which may affect ability of debtor to implement obligations under
this agreement, the Pledger should promptly notify the Pledgee in written form
in detail.

    


    (4) The
Pledger shall acquire and handle all formalities necessary to make the agreement
lawful and effective including approval, notary, registration, and record, and
maintain they are lawful and effective and complete other necessary
matters.

    


    (5)
Without prior instruction or written consent of the Pledgee, the Pledger is not
allowed to agree, propose to amend or change in any other form sales contract or
make any other guarantee other than which under this agreement on account
receivable.

    


    (6)
Without prior consent of the Pledger, the Pledgee may transfer all or part of
rights under this agreement to a third party, the pledge should sign proper and
necessary documents and take proper and necessary measures, and complete
relevant legal procedures.

    


    (7) If
the Pledger receives account receivable in any other accounts other than the
controlled account, he should ,after receiving  payment of accounts
receivable, immediately transfer it to the monitored account according to
requirement of agreement.

    


    (8) The
Pledger is not allowed to take any measures which may change or harm the right
of the Pledgee in terms of account receivable under this agreement.

    


    (9) The
Pledger promises to the Pledgee to take all measures which are beneficial to the
guarantee under this agreement, and sign all necessary documents including but
not excluding contracts related with extension and amendment of contract signed
with the Pledger on registration of pledge of account receivable and other data
and documents reasonably required by the Pledgee at any time.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Article
9 Nature and Validity

    


    9.1
Guarantee set in this agreement is a lasting one. The responsibility of
guarantee of the Pledger terminates until all guaranteed debts are paid off.
Validity of this agreement is not affected by liquidation, combination,
separation, acquisition, bankruptcy or other changes in organizational structure
or any other arrangement made to account receivable.

    


    9.2
Guarantee set in this agreement is independent of any other guarantee acquired
by the Pledgee for debt guarantee. Before exercising right under this agreement,
the Pledger does not need to perform any other guarantee possessed by him, nor
is it necessary to first to take other measures of remedy. Under the
precondition of permission of applicable law, this agreement is independent of
quota letter. Invalidity wholly or in part of any other guarantee contract
prescribed under quota letter does not affect validity of this agreement or duty
and obligation of the Pledger under this agreement. Moreover, this agreement
shall not be invalid or cancelled because quota letter it has guaranteed is
invalid or be cancelled.

    


    Article
10 Realization of the Pledge

    


    10.1
Mortgage under this agreement will be executable once any case occurs as
follows:

    (1) Any
violations under credit line letters.

    (2) The
Pledger transfers, distributes receivables in other ways, sets any part of
receivables or attempts to set any guaranteed interests without the Pledgee’s
previously written permission.

    (3) The
Pledger or debtor suspends or stops its business and enters bankruptcy,
liquidation, shut-down, or something like this, or its business is forced to
stop or suspend by the management.

    (4) Any
happening like lawsuit, arbitration, or administrative procedures concerning the
Pledger or receivables occur, which by the Pledgee’s reasonable judgments will
have severely adverse effects on the financial positions of the Pledgee, the
value of receivables, and the pledger’s ability of coming to time pursuant to
the agreement.

    (5) Any
statement or pledge made by the Pledger under the terms of this agreement is
proven inaccurate, unreal or misleading.

    (6) The
Pledger agrees or proposes to alter sales contract so as to materially affect or
harm the Pledgee’s interests without the Pledgee’s previously written
permission.

    (7) The
Pledger or debtor violates any obligation under the terms of sales contract, and
the violation will by the Pledgee’s reasonable judgments harm their guaranteed
interests.

    (8) The
Pledger violates any other obligations under the terms of this agreement or
there occur other thing which the Pledgee thinks will affect its rights under
the terms of the agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.2 Once
anything that is listed in Section 10.1 occurs, the Pledgee itself can decide on
the proper time and way which it thinks is right to execute partial or all
guarantees and exercise any right given by the agreement or applicable law,
including but not limited to:

    (1)
Declaration that all the withdrawn loans expire and requiring the Pledger to
return loans with the capital, interest and other payable items.

    (2)
Declaration to cancel the withdrawn loan by credit line letters

    (3)
Direct deduction of the corresponding money form the monitoring
account

    (4)
Replevying or collecting receivables or all the money concerning to discharge
the mortgage debts and present the valid receipt on behalf or the
Pledger

    (5)
Replacement of the Pledger and the exercise of the Pledger’s property rights
concerning receivables

    (6)
Undertaking or going through all the lawsuits or arbitration procedures
concerning all or any receivables in the way which the Pledger thinks is proper
by its own judgments and the practice, conciliation, removal or concession of
the rights propositions concerning all or any receivables.

    (7)
Conducting conciliation, arrangements of debts, concession of any issue or
dispute concerning receivables or caused by it or relevant to this agreement in
one way or another.

    (8)
Submitting to the arbitration concerning receivables or taking any legal actions
or launching a lawsuit.

    (9)
Signing the documents or taking relevant actions which the Pledgee reasonably
thinks are necessary and proper concerning the above-mentioned
items.

    


    10.3 Once
the Pledgee requires, the Pledger should coordinate the Pledgee to acquire all
the necessary approval or agreement from the Pledgee to realize their liens, or
coordinate the Pledgee to handle all the other procedures.

    


    10.4 The
Pledgee distributes the acquired money form mortgaged receivables under the
terms of this agreement as the following order goes:

    First, to
cover all the expenses and fees produced from or caused by the exercise of the
Pledgee’s rights and distribution of receivables.

    Second,
to cover the tax money or governmental charge when the Pledgee distributes
receivables.

    Third, to
pay mortgaged debts.

    The
surplus after the deduction of the above items should be handed over to the
Pledger by the Pledgee.

    If the
Pledgee can not acquire enough money form receivables to pay off mortgaged
debts, they reserve the rights to ask the Pledger for more.

    


    10.5 When
the Pledgee legally exercises its rights by the agreement, it does not need to
take responsibility for the loss caused by the Pledger in the practice except
for its own deliberation or gross negligence.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Article
11 Expenses and Compensation

    


    11.1 The
Pledger will pay the fees on the signing the agreement, handling necessary
registration or notarization procedures, fulfilling or forcibly executing
obligations (including but not limited to the Pledgee for the lawyers or lawsuit
fees, etc)

    11.2 The
Pledger will compensate the Pledgee for all the loss and expenses caused by the
Pledger’s failure to fulfill the prescribed obligations or promises by the
agreement.

    


    Article
12 Notification

    


    
      	
              12.1

            	
              All
      notices, requests and other communications to the Pledger or to the
      Pledgee hereunder shall be in writing, and shall be given to the addresses
      stated below.

            


    

    


    If to the
Pledger: Zhengzhou Shenyan Technologies Co., Ltd.

    Address:
90, Gongren Road, Zhengzhou City, Henan Province

    Postcode:
450007

    Tel:  86
371 6797 9600

    Fax No.:
86 371 6771 3121

    Attention:
Mr. Zhong Bo

    


    If to the
Pledgee: Austria Central Cooperation Bank Beijing Branch

    Address:
Beijing International Club, Rm. 200, 21 Jianguomenwai Street,
Beijing

    Postcode:
100020

    Tel: 86
10 6532 3388 extension 356

    Fax: 86
10 6532 5926

    Attention:
Monika Goluch

    


    12.2 The
notice and other communications required to be given by any party shall be in
written. if in person (including express mail), on the date that the receiving
Party or a person at the receiving Party’s address signs for the document; if by
registered mail, on the 3rd day
after the date that is printed on the receipt of the registered mail; telex and
telegram shall be deemed effectively with confirmation of transmission, at the
time displayed in the corresponding transmission record. But notice and other
communications delivered by the Pledger to the Pledgee are deemed received after
the actual receipt of the Pledgee.

    


    Article
13 Effectuation, Amendment, and Termination of the Contract

    


    13.1 This
contract becomes effective after signed by the authorized representatives of
both parties.

    


    13.2 The
amendment, modification of the contract shall be made in written. Such documents
shall be regard as the appendices of this contract and integral part of this
Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.3 The
Pledgee shall agree to discharge the collateral security under this Agreement
and handle the cancellation of registration after the full repayments of the
secured liabilities and performance in full of the obligations under this
agreement, and the hereunder fare and fees are at the Pledger’s expense. The
Pledgee should offer necessary assistance to the Pledger in the cancellation
process.

    


    Article
14 Applicable Laws and Dispute Settlement

    


    14.1 The
conclusion, interpretation and dispute resolution shall be subject to the Laws
of the People's Republic of China.

    


    14.2 The
disputes arising from execution of this contract or relevant to this contract
shall be settled through friendly consultation by the parties. In case no
settlement can be reached 30 days after the written consultation proposal is
forwarded by one party, the dispute shall be submitted by either party to China
International Economic and Trade Arbitration Commission for judgment according
to the arbitration rules in effect. The verdict of arbitration is final and
conclusive, binding on both parties. The place of arbitration is Beijing, and
the arbitration conducted in the Chinese language. The out-of-pocket expense
(including but not limited to arbitration fees, attorney fees) of the winning
party should be paid by the party fails in the arbitration.

    


    Article
15 Miscellaneous

    


    15.1 No
failure or delay by the Pledgee in exercising any right, power or remedy
hereunder shall impair such right, power or remedy or operate as a waiver
thereof, nor shall any single or partial exercise of the same preclude any
further exercise thereof or the exercise of any other right, power or remedy.
Any provision under this Agreement being illegal, ineffective or default shall
not affect its legality, effectiveness and feasibility under other clause, nor
affect the legality, effectiveness and feasibility of any other
provision.

    


    15.2 Any
modification, waiver or other change of this agreement must be confirmed and
become effective after signed by all parties in writing.

    


    15.3 The
Pledgee shall have the right to transfer all of its rights hereunder to another
party without the consent of the Pledger. The Pledger shall not transfer any of
its rights and obligations hereunder.

    


    15.4 This
Contract is prepared in 3 original copies, all of which are equally effective,
with the Pledger and the Pledgee retaining one original copy each, and one copy
for registration in the registration bureau.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the authorized representatives of the parties hereto have
caused this Agreement to be duly executed as of the date first written
above.

    


    (The
remainder of this page intentionally left blank)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Signing
page

    


    The
Pledger (official seal): Zhengzhou Shenyang Technologies Co., Ltd.

    (Sealed)

    


    Legal
representative /Authorized signature (signature):

    Zhong Bo
(Signed)

    


    The
Pledgee (official seal): Austria Central Cooperation Bank Beijing
Branch

    (Sealed)

    


    Authorized
signature (signature): (Signed)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annex
I Contract Form of Receivable Pledge Registration

    


    Herein
the Zhengzhou Shenyang Technologies Co., Ltd. (hereinafter referred to as the
“Pledger”) and the Austria Central Cooperation Bank Beijing Branch (hereinafter
referred to as the “Pledgee”) signed the Receivable Pledge Agreement (hereto
referred to as the “Pledge Agreement”) on January 4th, 2008,
the two parties have reached the following agreement concerning the registration
of the above-mentioned pledge receivable under the Receivable Pledge
Agreement:

    


    
      	
              1.

            	
              The
      Pledgee should be responsible for the registration of the pledge
      receivable under the Pledge Agreement, the out-of-pocket expense at the
      Pledgee’s expense;

            


    

    


    
      	
              2.

            	
              The
      Pledger should provide promptly the necessary documents and information,
      including but not limited to the corporate legal registration name,
      registered address, the name of the legal representative, certificate of
      organization code, required by the Pledgee for the registration of the
      Pledge Agreement. The Pledger should be responsible for the authenticity
      and accuracy of the documents and information
  provided.

            


    

    


    
      	
              3.

            	
              This
      Agreement herein is for the registration of the Pledge Agreement, and
      should not affect the meaning or interpretation of any provision
      hereof.

            


    

    


    The
Pledger (official seal): Zhengzhou Shenyang Technologies Co., Ltd.

    


    Legal
representative /Authorized signature (signature):

    


    The
Pledgee (official seal): Austria Central Cooperation Bank Beijing
Branch

    


    Authorized
signature (signature):