EX-10.8






EXHIBIT 10.8


Translation





Form
of Equity Pledge Agreement



among



Nanning Jetlong Technology Co., Ltd.



[Affiliated Consolidated Entity]



and



[Nominee Shareholder]



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Form
of Equity Pledge Agreement



This
Equity Pledge Agreement (this “Agreement”) is entered into on _________ in Beijing, the
People’s Republic of China (the “PRC” or “China”) by and between:




	 	 	 
	Pledgor:

	 	[Nominee Shareholder] (ID No.:                     )
	 
	 	 
	 

	 	Nationality: PRC
	 
	 	 
	Pledgee:

	 	Nanning Jetlong Technology Co., Ltd. (the “Pledgee”)
	 
	 	 
	 

	 	Registered address: Room 507, Floor 5, Maohong Building, No. 15
Chuangxin West Road, Nanning
	 
	 	 
	 

	 	Legal Representative: Dang He
	 
	 	 
	Target Company: [Affiliated Consolidated Entity] (“Target Company”)
	 
	 	 
	 

	 	Registered address:
	 
	 	 
	 

	 	Legal Representative: [Nominee Shareholder]





Whereas:





	(1)	 	[Affiliated Consolidated Entity] (“Target Company”) is a company registered and established
in the PRC with its registered address at                     , and its shareholders are [Nominee
Shareholder]s (collectively, the “Pledgors”);
	 
	(2)	 	The registered capital of the Target Company is Renminbi                      yuan, of which [Nominee
Shareholder] contributed Renminbi                      yuan representing                     % of the registered capital,
and                      contributed Renminbi                      yuan representing                     % of the registered capital;
	 
	(3)	 	The Pledgee and the Target Company entered into the Exclusive Technology Support Agreement on
March 28, 2008, under which the Pledgee agrees to provide a series of technology services and
the Target Company agrees to pay relevant technology service fee;
	 
	(4)	 	The Pledgee and the Target Company entered into the Trademark, Domain Name and Trade Name
License Agreement on March 28, 2008, under which the Pledgee agrees to license to the Target
Company the right to use relevant trademarks, domain names and trade names and the Target
Company agrees to pay the relevant license fee for using such trademarks, domain names and
trade names.
	 
	 	 	Therefore, upon friendly negotiation, the parties hereto agree as follows:





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	Article 1

	 	The right pledged as security hereunder is the equity interest
held by each Pledgor in proportion to the registered capital of
the Target Company the amount of which is equal to Renminbi one
million yuan in aggregate (“Equity Interest”).
	 
	 	 
	Article 2

	 	The obligations secured hereunder include the rentals and
related fees and interests for delay payment payable by the
Target Company to the Pledgee under the Exclusive Lease and
Service Agreement, the Trademark, Domain Name and Trade Name
License Agreement and the Exclusive Technology Support Agreement
as well as any expense incurred by the Pledgee in exercising its
pledge right hereunder.
	 
	 	 
	Article 3

	 	Effectiveness and Term
	 
	 	 
	3.1

	 	The pledge right on the Equity Interest hereunder shall be created when pledge registration
is completed with the competent industry and commerce administration authority.
	 
	 	 
	3.2

	 	Subject to approval by a simple majority of all shareholders of the Target Company, this
Agreement and the pledge on the Equity Interest hereunder shall become effective on the date
when the pledge on corresponding Equity Interest is recorded on the shareholders register of
the Target Company and expire two years after the date when all obligations under the
Exclusive Lease and Service Agreement, the Trademark, Domain Name and Trade Name License
Agreement and the Exclusive Technology Support Agreement (including agreements entered into
upon renewal in accordance with such agreements) expire.
	 
	 	 
	3.3

	 	In case the pledge on the Equity Interest hereunder cannot be registered due to any reason of
the registration authority, the Pledgee shall still have the right to get preferential payment
on the Equity Interest hereunder in accordance with its Right Proof.
	 
	 	 
	Article 4

	 	Each Pledgor, as a shareholder of the Target Company, hereby
agrees and represents that, when the Pledgee exercises its
pledge right under this Agreement, each Pledgor will waive its
right of first refusal on the Equity Interest pledged as
security hereunder, respectively.
	 
	 	 
	Article 5

	 	With respect to the pledge interest hereunder, each Pledgor has
an unconditional joint security liability to the extent of its
respective equity interest in the Target Company.
	 
	 	 
	Article 6

	 	Within 90 working days after execution of this Agreement, the
Pledgors shall record the pledge interest hereunder on the
shareholders register and provide the Pledgee with a duplicate
of such shareholders register representing such recording
(“Right Proof”) within three days after completion of such
recording.






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	Article 7

	 	Unless otherwise provided in the Option and Cooperation
Agreement entered into by the Pledgors and the Pledgee on March
28, 2008, the Pledgors hereby undertake that, unless mutually
agreed by the Pledgors and the Pledgee, during the term of
pledge, neither Pledgor may transfer to any third party all or
part of its equity interest in the Target Company or create any
pledge in any other form, security or other security interest.
Any transfer, pledge, security or other security interest
without consent of the Pledgee shall be invalid.
	 
	 	 
	Article 8

	 	Exercise of Pledge Right
	 
	 	 
	8.1

	 	During the term of pledge, if the Target Company fails to fully pay to the Pledgor rentals
and related fees in accordance with the Exclusive Lease and Service Agreement, the Trademark,
Domain Name and Trade Name License Agreement and the Exclusive Technology Support Agreement on
a timely basis, the Pledgee shall have the right to dispose of its pledge right in accordance
with this Agreement; provided that, the Pledgee shall provide the Pledgors a breach notice
when exercising its pledge right.
	 
	 	 
	8.2

	 	Subject to the provision of Section 8.1 above, the Pledgee may exercise its right of disposal
towards its pledge right at the same time as delivering such breach notice as required by
Section 8.1 or at any time thereafter.
	 
	 	 
	8.3

	 	The Pledgee shall have the right to get preferential payment with the value of all or part of
the Equity Interest hereunder or the proceeds resulting from auction or sale of such Equity
Interest in compliance with statutory procedures, until all unpaid rentals, related fees and
relevant interest under the Exclusive Lease and Service Agreement, the Trademark, Domain Name
and Trade Name License Agreement and the Exclusive Technology Support Agreement have been paid
off.
	 
	 	 
	8.4

	 	When the Pledgee exercises its pledge right in accordance with this Agreement, the Pledgors
may not interrupt but shall cooperate and provide requisite agreements to assist the Pledgee
in exercise of its pledge right.
	 
	 	 
	Article 9

	 	Undertakings of Pledgors and Target Company
	 
	 	 




To ensure the Target Company’s performance under the Exclusive Lease and Service Agreement, the
Trademark, Domain Name and Trade Name License Agreement and the Exclusive Technology Support
Agreement, as shareholders of the Target Company, the Pledgors make further undertakings to the
Pledgee:




	 	 	 
	9.1

	 	without prior written consent of the Pledgee, the Pledgors will not supplement, modify or
amend the articles of association of the Target Company in any way.
	 
	 	 
	9.2

	 	the Pledgors shall ensure that without prior written consent of the Pledgee, the Target
Company will not initiate any litigation or arbitration






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	 	proceeding, or make any settlement with respect to any litigation or arbitration
proceeding involving the Target Company.
	 
	 	 
	9.3

	 	without prior written consent of the Pledgee, the Pledgors will not increase or decrease the
registered capital or change the shareholding structure or shareholder contribution form of
the Target Company.
	 
	 	 
	9.4

	 	the Pledgors shall ensure that the Target Company will continue to exist and operate its
business as well as handle its corporate affairs prudently and effectively in accordance with
well-recognized financial and commercial standards and practice.
	 
	 	 
	9.5

	 	without prior written consent of the Pledgee, the Pledgors will not, at any time after
executing this Agreement, adopt any resolution on any shareholders’ meeting approving to sell,
transfer, mortgage or otherwise dispose any asset, business or legal or beneficiary interest
on any income of the Target Company or allow to the creation of any other security interest on
such asset, business or interest (other than disposal incurred during ordinary or daily course
of business).
	 
	 	 
	9.6

	 	each Pledgor hereby agrees and undertakes, unless agreed by the Pledgee in writing in advance
or as required herein, not to dispose in any form any equity interest of the Target Company
held by it, including without limitation, transfer, pledge or create any claim right of
whatsoever kind on such equity interest. The Pledgors further agree and undertake that they
will not permit the shareholders’ meeting or the board of directors of the Target Company to
adopt any resolution that may have an adverse effect on the Pledgee’s right on the Equity
Interest of the Target Company hereunder, including without limitation, transferring, pledging
or creating any claim right of whatsoever kind on the Equity Interest.
	 
	 	 
	9.7

	 	the Pledgors undertake that, without prior written consent of the Pledgee, its respective
representatives on the board of directors of the Target Company will not pay any dividend or
announce any resolution to pay any dividend.
	 
	 	 
	9.8

	 	without prior written consent of the Pledgee, the Pledgors will not take any action that may
result in merger or acquisition of any member enterprise of the Confirming Party or
liquidation, cease of operation, termination or dissolution of the Confirming Party.
	 
	 	 
	9.9

	 	without prior written consent of the Pledgee, the Pledgors will not adopt any resolution at
any shareholders’ meeting to create, inherit, guarantee or approve any indebtedness of the
Target Company, other than such indebtedness as incurred during ordinary or daily course of
business but not from any borrowing.






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	9.10

	 	the Pledgors agree that all director positions of the Target Company will be taken by
individuals nominated by the Pledgee (or its parent company, Nanning Jetlong Technology Co.,
Ltd., the same hereinafter) and the Pledgors will cause [Affiliated Consolidated Entity] to
appoint individuals nominated by the Pledgee as the General Manager, Financial Controller and
other senior officers of the Target Company. Such individuals nominated by the Pledgee in
accordance with this section shall satisfy statutory qualifications as directors, general
managers, financial controllers and other senior officers provided by applicable laws.
	 
	 	 
	9.11

	 	the Pledgors shall irrevocably authorize each individual designated by the Pledgee to
exercise its voting right and any other shareholder’s right held by it in the capacity of
shareholder as provided in the articles of association of the Target Company.





To ensure its performance under the Exclusive Lease and Service Agreement, the Trademark, Domain
Name and Trade Name License Agreement and the Exclusive Technology Support Agreement, as
shareholders of the Target Company, the Target Company makes further undertakings to the Pledgee:




	 	 	 
	9.12

	 	without prior written consent of the Pledgee, the Target Company may not pay any dividend to
its shareholders or sell, transfer, gift, mortgage or otherwise dispose of its assets.
	 
	 	 
	9.13

	 	without prior written consent of the Pledgee, the Target Company may not terminate the
Exclusive Lease and Service Agreement, the Trademark, Domain Name and Trade Name License
Agreement, the Exclusive Technology Support Agreement and the Option and Cooperation Agreement
entered into by it with the Pledgee, nor enter into any other agreement with any company or
individual that may have an adverse effect on the implementation of any such agreement with
the Pledgee as mentioned above.
	 
	 	 
	9.14

	 	without prior written consent of the Pledgee, the Target Company may not borrow from any
third party or secure for any third party, nor bear any liability for any matter beyond
ordinary operation of the Target Company.
	 
	 	 
	9.15

	 	without prior written consent of the Pledgee, the Target Company may not merge with or
acquire any member enterprise.
	 
	 	 
	9.16

	 	without prior written consent of the Pledgee, the Target Company may not transfer its asset
into any account of any other company or individual.
	 
	 	 
	9.17

	 	without prior written consent of the Pledgee, the Target Company may not assist any of its
shareholders to transfer in any form the Equity Interest hereunder.






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	9.18

	 	without prior written consent of the Pledgee, the Target Company may not waive any of its
creditor’s right or any right to any interest.
	 
	 	 
	Article 10

	 	In case of failure to comply with any obligation hereunder, the
Pledgors shall be liable for compensating all losses incurred
by the Pledgee due to its breach of agreement.
	 
	 	 
	Article 11

	 	This Agreement shall be binding on inheritors of the Pledgors.
	 
	 	 
	Article 12

	 	The execution, interpretation and implementation of this
Agreement as well as resolution of disputes related to this
Agreement shall be governed by laws of the People’s Republic of
China.
	 
	 	 
	Article 13

	 	The parties hereto agree that any dispute related to this
Agreement shall be resolved through friendly discussion between
the parties. If such dispute cannot be resolved through
discussion within thirty days after such dispute arises, any
party will have the right to submit such dispute for
arbitration by the Beijing Commission of China International
Economic and Trade Arbitration Commission in accordance with
its arbitration rules. The arbitration award shall be final
and binding on all parties involved; during such arbitration,
except for the matter or obligation in dispute subject to
arbitration, both parties shall continue with performance of
other obligations provided herein.
	 
	 	 
	Article 14

	 	This Agreement is executed in Chinese with three originals,
each of which shall have the same legal effect.





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(Signature Page)



Pledgor:



[Nominee Shareholder]



Pledgee:



Nanning Jetlong Technology Co., Ltd.



Target Company:



[Affiliated Consolidated Entity]





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