Exhibit 10.30


 


Share Pledge Agreement


 


This Share Pledge Agreement (this “Agreement”) has been
executed by and among the following Parties on January 10, 2008 in Beijing,
People’s Republic of China (“PRC”):


 


Party A:   ChinaCache
Network Technology (Beijing) Co., Ltd. (hereinafter “Pledgee”)


Address:    Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,
Chaoyang District, 100016, Beijing


 


Party B: Huiling  Ying (hereinafter “Pledgor”)


ID Number:


 


Party
C: Shanghai Jnet Telcom Co., Ltd.


Address: Room 221, No.728 Guanghua Road,
Minhang District, Shanghai


 


In this Agreement, each of Pledgee, Pledgor and
Party C shall be referred to as a “Party” respectively, and they shall be
collectively referred to as the “Parties”.


 


Whereas:


 


1.                   Party
C is a limited liability company registered in Shanghai, China engaging in
value-added telecommunication service business and/or other business approved
by Pledgee.  Pledgor is the citizens of
the PRC, and holds 50% of the equity interest in Party C. Party C intends to
acknowledge the respective rights and obligations of Pledgor and Pledgee under
this Agreement, and to provide any necessary assistance in registering the
Pledge;


 


2.                   Pledgee
is a wholly foreign owned enterprise registered in Beijing, China. Pledgee and Party C, which is partially owned by
Pledgor, have executed an Exclusive Business Cooperation Agreement on the date
of this Agreement;


 


3.                   To
ensure that Party C performs its obligations under the Exclusive Business
Cooperation Agreement and pay the consulting and service fees in accordance
with said agreement, Pledgor hereby pledges all of the equity interest she
holds in Party C as security for Party C’s payment of the consulting and
service fees under the Exclusive Business Cooperation Agreement.


 


To perform the provisions of the Exclusive Business
Cooperation Agreement, the Parties have mutually agreed to execute this
Agreement upon the following terms.


 


1.                  Definitions


 


Unless otherwise provided herein, the terms
below shall have the following meanings:


 


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1.1                      Pledge: shall refer to the security interest granted by Pledgor to
Pledgee pursuant to Article 2 of this Agreement, i.e., the right of
Pledgee to be compensated on a preferential basis with the conversion, auction
or sales price of the Equity Interest.


 


1.2                      Equity Interest: shall refer to all of the equity interest lawfully now
held and hereafter acquired by Pledgor in Party C.


 


1.3                      Term of Pledge: shall refer to the term set forth in Section 3.2 of
this Agreement.


 


1.4                      Exclusive Business Cooperation Agreement: shall refer to the Exclusive
Business Cooperation Agreement executed by and between Pledgee and Party C on
the date of this Agreement.


 


1.5                      Event of Default: shall refer to any of the circumstances set forth in Article 7
of this Agreement.


 


1.6                      Notice of Default: shall refer to the notice issued by Pledgee in accordance
with this Agreement declaring an Event of Default.


 


2.                  The Pledge


 


As collateral security for the prompt and complete
payment and performance when due (whether at stated maturity, by acceleration
or otherwise) of any or all the payments due by Party C, including without
limitation the consulting and services fees payable to the Pledgee under the Exclusive
Business Cooperation Agreement, Pledgor hereby pledges to Pledgee a first
security interest in all of Pledgor’s right, title and interest, whether now
owned or hereafter acquired by Pledgor, in the Equity Interest of Party C.


 


3.                  Term of Pledge


 


3.1                      The Pledge shall become effective as of the date when the pledge of the
Equity Interest is registered with the competent administration of industry and
commerce. The Pledge shall be continuously valid until all payments due under
the Principal Agreements have been fulfilled by Party C. The Parties agree that
Pledgor and Party C shall register the Pledge in the shareholders’ register of
Party C within 3 business days following the execution of this Agreement, and register
the pledge under this Agreement with competent administration of industry and
commerce within 10 days after such administration of industry and commerce
begins to accept application for share pledge registration (“Share Pledge
Registration”).


 


3.2                      During the Term of Pledge, in the event Party C fails to pay the
consulting or service fees in accordance with the Exclusive Business
Cooperation Agreement, Pledgee shall have the right, but not the obligation, to
dispose


 


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of the Pledge in accordance with the
provisions of this Agreement.


 


4.                  Custody of Records for Equity Interest subject to
Pledge


 


4.1                      During the Term of Pledge set forth in this Agreement, Pledgor shall deliver
to Pledgee’s custody the capital contribution certificate for the Equity
Interest and the shareholders’ register containing the Pledge within one week
from the execution of this Agreement, and evidence of share pledge registration
(if any, “Pledge Registration Documents”) within one week after completion of
the share pledge registration. Pledgee shall have custody of such items during
the entire Term of Pledge set forth in this Agreement.


 


4.2                      Pledgee shall have the right to collect dividends generated by the Equity
Interest during the Term of Pledge.


 


5.                  Representations and Warranties of Pledgor


 


5.1                      Pledgor is the sole legal and beneficial owner of the Equity Interest.


 


5.2                      Pledgee shall have the right to dispose of and transfer the Equity
Interest in accordance with the provisions set forth in this Agreement.


 


5.3                      Except for the Pledge, Pledgor has not placed any security interest or
other encumbrance on the Equity Interest.


 


6.                  Covenants and Further Agreements of Pledgor


 


6.1                      Pledgor hereby covenants to the Pledgee, that during the term of this
Agreement, Pledgor shall:


 


6.1.1                      not transfer the Equity Interest, place or permit the existence of any
security interest or other encumbrance that may affect the Pledgee’s rights and
interests in the Equity Interest, without the prior written consent of Pledgee,
except for the performance of the Exclusive Option Agreement executed by
Pledgor, Pledgee and Party C on
the date of this Agreement;


 


6.1.2                      comply with the provisions of all laws and regulations applicable to the
pledge of rights, and within 5 days of receipt of any notice, order or
recommendation issued or prepared by relevant competent authorities regarding
the Pledge, shall present the aforementioned notice, order or recommendation to
Pledgee, and shall comply with the aforementioned notice, order or
recommendation or submit objections and representations with respect to the aforementioned
matters upon Pledgee’s reasonable request or upon consent of Pledgee;


 


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6.1.3                      promptly notify Pledgee of any event or notice received by Pledgor that may
have an impact on Pledgee’s rights to the Equity Interest or any portion thereof,
as well as any event or notice received by Pledgor that may have an impact on
any guarantees and other obligations of Pledgor arising out of this Agreement.


 


6.2                      Pledgor agrees that the rights acquired by Pledgee in accordance with this
Agreement with respect to the Pledge shall not be interrupted or harmed by
Pledgor or any heirs or representatives of Pledgor or any other persons through
any legal proceedings.


 


6.3                      To protect or perfect the security interest granted by this Agreement
for payment of the consulting and service fees under the Exclusive Business
Cooperation Agreement, Pledgor hereby undertakes to execute in good faith and
to cause other parties who have an interest in the Pledge to execute all
certificates, agreements, deeds and/or covenants required by Pledgee.  Pledgor also undertakes to perform and to
cause other parties who have an interest in the Pledge to perform actions
required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority
granted thereto by this Agreement, and to enter into all relevant documents
regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee
(natural/legal persons).  Pledgor
undertakes to provide Pledgee within a reasonable time with all notices, orders
and decisions regarding the Pledge that are required by Pledgee.


 


6.4                      Pledgor hereby undertakes to comply with and perform all guarantees,
promises, agreements, representations and conditions under this Agreement. In
the event of failure or partial performance of its guarantees, promises,
agreements, representations and conditions, Pledgor shall indemnify Pledgee for
all losses resulting therefrom.


 


7.                  Event of Breach


 


7.1                      The following circumstances shall be deemed Event of Default:


 


7.1.1                      Party C fails to perform any obligations under the Exclusive Business
Cooperation Agreement, including but not limited to its failure to pay in full
any of the consulting and service fees payable under the Exclusive Business
Cooperation Agreement or breaches any other obligations of Party C thereunder;


 


7.1.2                        Any representation or warranty by Pledgor in Article 5 of this Agreement
contains material misrepresentations or errors, and/or Pledgor violates any of
the warranties in Article 5 of this Agreement;


 


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7.1.3                 Pledgor and Party C substantially breach any provisions of this
Agreement, or fails to correct such breach within 30 days after being notified
by the non-breaching party;


 


7.1.4                 Except as expressly stipulated in Section 6.1.1, Pledgor transfers or
purports to transfer or abandons the Equity Interest pledged or assigns the
Equity Interest pledged without the written consent of Pledgee;


 


7.1.5                 The successor or custodian of Party C is capable of only partially
perform or refuses to perform the payment obligations under the Exclusive
Business Cooperation Agreement; and


 


7.1.6                 Any other circumstances occur where Pledgee is or may become unable to
exercise its right with respect to the Pledge.


 


7.2                      Upon notice or discovery of the occurrence of any circumstances or event
that may lead to the aforementioned circumstances described in Section 7.1,
Pledgor shall immediately notify Pledgee in writing accordingly.


 


7.3                      Unless an Event of Default set forth in this Section 7.1 has been successfully
resolved to Pledgee’s satisfaction, Pledgee may issue a Notice of Default to
Pledgor in writing upon the occurrence of the Event of Default or at any time
thereafter and demand that Pledgor immediately pay all outstanding payments due
under the Principal Agreements and all other payments due to Pledgee, and/or
dispose of the Pledge in accordance with the provisions of Article 8 of
this Agreement.


 


8.                   Exercise of the Pledge


 


8.1                      Prior to the full payment of the consulting and service fees described
in the Principal Agreements, without the Pledgee’s written consent, Pledgor shall
not assign the Pledge or the Equity Interest in Party C.


 


8.2                      Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.


 


8.3                      Subject to the provisions of Section 7.3, Pledgee may exercise the right
to enforce the Pledge concurrently with the issuance of the Notice of Default
in accordance with Section 8.2 or at any time after the issuance of the Notice
of Default. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to
be entitled to any rights or interests associated with the Equity Interest.


 


8.4                      In the event of default, Pledgee is entitled to take possession of the Equity
Interest pledged hereunder and to dispose of the Equity Interest pledged, to
the extent permitted and in accordance with applicable laws, without obligation
to account to Pledgor for proceeds of disposition and Pledgor hereby waives any
rights it may have to demand any such accounting from


 


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Pledgee. Likewise, in such circumstance
Pledgor shall have no obligation to Pledgee for any deficiency remaining after
such disposition of the Equity Interest pledged.


 


8.5                      When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor
and Party C shall provide necessary assistance to enable Pledgee to enforce the
Pledge in accordance with this Agreement.


 


9.                  Assignment


 


9.1                      Without Pledgee’s prior written consent, Pledgor shall not have the
right to assign or delegate its rights and obligations under this Agreement.


 


9.2                      This Agreement shall be binding on Pledgor and its successors and
permitted assigns, and shall be valid with respect to Pledgee and each of its
successors and assigns.


 


9.3                      At any time, Pledgee may assign any and all of its rights and obligations
under the Principal Agreements to its designee(s) (natural/legal persons),
in which case the assigns shall have the rights and obligations of Pledgee
under this Agreement, as if it were the original party to this Agreement. When
the Pledgee assigns the rights and obligations under the Principal Agreements,
upon Pledgee’s request, Pledgor shall execute relevant agreements or other
documents relating to such assignment.


 


9.4                      In the event of a change in Pledgee due to an assignment, Pledgor shall,
at the request of Pledgee, execute a new pledge agreement with the new pledgee
on the same terms and conditions as this Agreement, and make modification
registration with competent administration of industry and commerce.


 


9.5                       Pledgor shall strictly abide by the provisions of this Agreement and
other contracts jointly or separately executed by the Parties hereto or any of
them, including the Exclusive Option Agreement and the Power of Attorney
granted to Pledgee, perform the obligations hereunder and thereunder, and
refrain from any action/omission that may affect the effectiveness and
enforceability thereof. Any remaining rights of Pledgor with respect to the
Equity Interest pledged hereunder shall not be exercised by Pledgor except in
accordance with the written instructions of Pledgee.


 


10.           Termination


 


Upon the full payment of the consulting and
service fees under the Exclusive Business Cooperation Agreement and upon termination
of Party C’s obligations under the Principal Agreements, this Agreement shall
be terminated, and Pledgee shall then cancel or terminate this Agreement as
soon as reasonably practicable.


 


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11.           Handling Fees and Other Expenses


 


All fees and out of pocket expenses relating
to this Agreement, including but not limited to legal costs, costs of
production, stamp tax and any other taxes and fees, shall be borne by Party C.


 


12.           Confidentiality


 


The Parties acknowledge that any oral or
written information exchanged among them with respect to this Agreement is
confidential information. Each Party shall maintain the confidentiality of all
such information, and without obtaining the written consent of other Parties,
it shall not disclose any relevant information to any third parties, except in
the following circumstances: (a) such information is or will be in the
public domain (provided that this is not the result of a public disclosure by
the receiving party); (b) information disclosed as required by applicable
laws or rules or regulations of any stock exchange; or (c) information
required to be disclosed by any Party to its legal counsel or financial advisor
regarding the transaction contemplated hereunder, and such legal counsel or
financial advisor are also bound by confidentiality duties similar to the
duties in this section. Disclosure of any confidential information by the staff
members or agency hired by any Party shall be deemed disclosure of such
confidential information by such Party, which Party shall be held liable for breach
of this Agreement. This section shall survive the termination of this Agreement
for any reason.


 


13.           Governing Law and Resolution of Disputes


 


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


 


In the event of any dispute with respect to the
construction and performance of the provisions of this Agreement, the Parties
shall 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 within 30 days
after any Party’s request for resolution of the dispute through negotiations,
any Party may submit the relevant dispute to the China International Economic
and Trade Arbitration Commission for arbitration, in accordance with its then  effective arbitration rules. The arbitration
shall be conducted in Beijing, and the language used during arbitration shall be Chinese. The
arbitration ruling shall be final and binding on all Parties.


 


Upon the occurrence of any
disputes arising from the construction and performance of this Agreement or
during the pending arbitration of any dispute, except for the matters under
dispute, the Parties to this Agreement shall continue to exercise their
respective rights under this Agreement and perform their respective obligations
under this Agreement.


 


14.           Notices


 


All notices and other communications required or
permitted to be given pursuant to this Agreement shall be delivered personally
or sent by


 


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registered mail, postage prepaid, by a commercial
courier service or by facsimile transmission to the address of such party set
forth below. A confirmation copy of each notice shall also be
sent by E-mail. The dates on which
notices shall be deemed to have been effectively given shall be determined as
follows:


 


Notices given by personal delivery, by courier
service or by registered mail, postage prepaid, shall be deemed effectively
given on the date of delivery or refusal at the address specified for notices.


 


Notices given by facsimile transmission shall
be deemed effectively given on the date of successful transmission (as
evidenced by an automatically generated confirmation of transmission).


 


For the purpose of notices, the addresses of
the Parties are as follows:


 


Party A: Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,
Chaoyang District, 100016, Beijing

Fax:  +
8610-6437 4251


 


Party B: Floor 6, Tower A, Galaxy Plaza, No.10 Jiu Xian Qiao Middle Road,
Chaoyang District, 100016, Beijing

Fax:  + 8610-6437
4251


 


Party C: Room 517,
Tongji Jiayuan Service Apartment, No.1033 Kangding Road, 2000041, Shanghai

Fax:  + 8621-5228 9716-810


 


Any
Party may at any time change its
address for notices by a notice delivered to the other Parties in accordance with the
terms hereof.


 


15.           Severability


 


In the event that one or several of the provisions
of this Contract are found to be invalid, illegal or unenforceable in any
aspect in accordance with any laws or regulations, the validity, legality or
enforceability of the remaining provisions of this Contract shall not be
affected or compromised in any respect. The Parties shall strive in good faith
to replace such invalid, illegal or unenforceable provisions with effective
provisions that accomplish to the greatest extent permitted by law and the
intentions of the Parties, and the economic effect of such effective provisions
shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


 


16.           Attachments


 


The attachments set forth herein shall be an
integral part of this Agreement.


 


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17.           Effectiveness


 


Any amendments, changes and supplements to this
Agreement shall be in writing and shall become effective upon completion of the
governmental filing procedures (if applicable) after the affixation of the
signatures or seals of the Parties.


 


This Agreement is written in Chinese in three
copies.  Pledgor, Pledgee and Party C
shall hold one copy respectively.  Each
copy of this Agreement shall have equal validity.


 


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IN WITNESS THEREOF, the parties have caused their
authorized representatives to sign this Share Pledge Agreement on the date
first above written.


 


 


Party
A: ChinaCache Network
Technology (Beijing) Co., Ltd.


 


 


	
  By:

  	
      /s/ Song Wang

  	
   

  
	
  Name: Song Wang

  	
   

  
	
  Title: Legal Representative

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Party
  B: Huiling Ying

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
          /s/
  Huiling Ying

  	
   

  



 


 


Party C: Shanghai
Jnet Telcom Co., Ltd.


 


 


	
  By:

  	
        /s/ Yong Sha

  	
   

  
	
  Name:
  Yong Sha

  	
   

  
	
  Title: Legal Representative

  	
   

  



 


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Attachments:


 


1.                               Shareholders’ register of Shanghai Jnet Telcom Co., Ltd.;


 


2.                               Capital Contribution Certificate for Shanghai Jnet Telcom Co., Ltd.;


 


3.                               Exclusive Business Cooperation Agreement; and


 


4.                               Pledge Registration Documents (if any).


 


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