Exhibit 10.13


 


EQUITY INTEREST PLEDGE AGREEMENT


 


THIS EQUITY
INTEREST PLEDGE AGREEMENT (“Agreement”) is entered into by and between the following parties on
January 28, 2010.


 


Pledgee: BEIJING ANHUI WANXING SCIENCE &
TECHNOLOGY CO., LTD. (“Party A”)


 


Registered Address: Room 302, 38 Guangqudong
Road, Chaoyang District, Beijing, P.R.C.


 


Pledgor: BEIJING LENTUO ELECTROMECHANICAL GROUP
CO., LTD. (“Party B”)


 


Registered Address: 38 Guangqudong Road, Chaoyang
District, Beijing, PRC.


 


WHEREAS:


 


1.         Party A is a wholly foreign-owned enterprise duly
established and valid existing under the PRC laws. Part A is permitted by
the competent authority to conduct business in the following categories:
Software Development, Technology of Electronic Business, Technology Service,
Technology Transfer, Technology Consulting, Business Consulting, Market
Research and Analyzing, (Where specific permit is required by laws and
regulations, absent such permit, Party A shall not involve in such business.)
Party A and BEIJING TUOZHAN INDUSTRIAL & TRADING DEVELOPMENT
CO., LTD., (“TUOZHAN”) owned by the Pledgor have entered into the
Exclusive Technology consulting and Service Agreement on January 28, 2010
(the “Service Agreement”).


 


2.         The Pledgor, a
Limited Liability Corporation registered in Beijing under the laws of the
People’s Republic of China, holds 100% equity interest of TUOZHAN, which is a limited liability company duly
established and valid existing in Beijing under the PRC
laws.


 


3.         In order to ensure
the technology consulting and service fee that Party A could collect from
TUOZHAN, pursuant to the Service Agreement, the Pledgor is willing to pledge
all of its equity interest in TUOZHAN, to the Pledgee as a security for such
technology consulting and service fees.


 


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


 


Article 1                 Definitions


 


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


 


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


 


1.2           Equity Interest
refers to the 100% equity interest (the “Equity Interest”) in TUOZHAN, lawfully
held by the Pledgor.


 


1.3           Rate of Pledge
refers to the ratio between the value of the pledge under this Agreement 


 

















 


and the technology consulting fees under the Service Agreement.


 


1.4           Term of Pledge
refers to the period provided for under Article 3.2 hereunder.


 


1.5           Service Agreement
refers to the Exclusive Technology consulting and Service Agreement entered
into by and between TUOZHAN and Party A on January 28, 2010.


 


1.6           Default refers to
any event enumerated in Article 7 hereof.


 


1.7           Notice of Default
refers to 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 TUOZHAN to the Pledgee as a guarantee for the
technology consulting service fee payable to the Pledgee under the Service
Agreement.


 


2.2           Pledge right under
this Agreement refers to the right 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


 


3.2.1   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 TUOZHAN.


 


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


 


Article 4        Possession of
Pledge 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 TUOZHAN. The Pledgor shall deliver the Contribution Certificate
and the register of shareholders hereunder to the Pledgee within one week of
the execution of this Agreement.


 


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


 


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Article 5        Representations and
Warranties of Party B


 


5.1           Party B is the
lawful holder of the Equity Interest.


 


5.2           The Pledgee shall
not be interfered with by any third party at any time when the Pledgee
exercising its rights in accordance with this Agreement.


 


5.3           The Pledgee shall
be entitled to exercise or assign the Pledge in accordance with this Agreement.


 


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


 


Article 6        Covenants of the
Pledgor


 


6.1           During the 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 to the Pledgee or the specified person
designated by the Pledgee (“Specified Person”) as subject to the Exclusive
Equity Interest Purchase Agreement entered into by and among the Pledgor, Lentuo HK limited and TUOZHAN
on January 28, 2010, 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 pledge of equity interest, Comply
with the notices, orders or suggestions with respect to the Pledge issued or
made by the competent authority after receiving the same, or raise objection to
such notices, orders or suggestions at the reasonable request or with the
consent of the Pledgee.


 


6.1.3            Timely notify the
Pledgee of any event or any notice which may affect the Pledgor’s Equity
Interest or any part of its right, and any event or notice which may alter or
affect any of the Pledgor’s covenants and obligations hereunder.


 


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, any
successors of the Pledgor, any person authorized by the Pledgor or any other
third party.


 


6.3           The Pledgor
warrants to the Pledgee that in order to protect or perfect the security on the
payments of the technology consulting and service fees under the Service
Agreement, the Pledgor shall execute in good faith and procure other parties
who have interests in the Pledge to execute all title certificates, contracts
upon the request of the pledgee, and/or perform and procure 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 alternations of
certificate of the Equity Interest with the Pledgee or the person (individual
or legal entity) designated by the Pledgee, and provide all notices, orders and
decisions deemed necessary by the Pledgee to the Pledgee within a reasonable


 


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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, fail so performing, the Pledgor shall compensate all
the losses therefore suffered by the Pledgee.


 


Article 7        Default


 


7.1           The events
enumerated below shall be deemed as default:


 


7.1.1         TUOZHAN fails to
make full payments of the exclusive technology 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 any covenant under Article 6 herein.


 


7.1.4         The Pledgor
violates any term or condition 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, covenant or other compensation liabilities of the
Pledgor’s (1) is required to be repaid or performed prior to the due date
due to default; or (2) is 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 affected.


 


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


 


7.1.8         This Agreement
becomes illegal or the Pledgor is incapable to continue to perform obligations
herein for the reason of the promulgation of the related laws.


 


7.1.9         Any approval, permit
or authorization of the competent authority in associated with the enforcement
and validity of this Agreement is withdrawn, suspended, invalidated or
materially revised.


 


7.1.10       The property of the
Pledgor adversely changes and causes the Pledgee to deem that the capability of
the Pledgor to perform the obligations herein is affected.


 


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


 


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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 notify Party A in writing of the occurrence of any event under
Article 7.1 herein or any events that may result in the foregoing events
upon his knowledge.


 


7.3           Unless the 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 issue a written notice
of default to the Pledgor and require the Pledgor 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        Rights of the
Pledgee


 


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
serve the Notice of Default on the Pledgor when exercises the right of pledge.


 


8.3           The Pledgee may
exercise the right to foreclose on the Pledge at any time when the Pledgee
serves the Notice of Default pursuant to Article 7.3


 


8.4           The Pledgee is
entitled to have priority in receiving payments 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 technology 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 provide necessary assistance for the foreclosure of Pledge.


 


Article 9        Transfer or
Assignment


 


9.1           The Pledgor shall
not confer or transfer any right or obligation herein to any third party
without the prior written consent of the Pledgee.


 


9.2           This Agreement
shall be binding and enforceable on Pledgee and each of his successors and
assignees.


 


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


 


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9.4           Where the Pledgee
transfers or assigns the pledge to a third party, 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 TUOZHAN no longer undertakes any obligation
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 and
fees in accordance with laws, the Pledgor shall fully indemnity such taxes and
fees paid by the Pledgee.


 


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 fulfilment
of this Agreement is delayed or prevented due to the Force Majeure Events, the
party affected by such a Force Majeure Event shall free from any obligation to
the extent of delay or holdback. Force Majeure refers to any event beyond
control of the affected party and unavoidable with reasonable caution, which
shall include but not limited to, government acts, nature disasters, fire,
explosion, typhoon, flood, earthquake, tidal wave, lightning or war. However,
any lack of credit, assets or financing shall not be deemed as an event beyond
control of a Party. The party claiming the Force Majeure and seeking a waiver
of its obligations hereunder shall promptly inform the other party of the Force
Majeure and the procedure to fulfil its obligations hereunder.


 


12.2           If performance of this
Agreement is delayed or prevented due to Force Majeure set forth in the preceding
paragraph, the affected party shall not subject to any liability hereunder
arising from the performances so delayed or prevented. The affected party shall
make reasonalbe effort to reduce or diminish the effect from such Event, and
shall make reasonable efforts to resume its performance. Both parties shall
resume the performance with best effort upon elimination of such Event.


 


Article 13      Dispute Settlement


 


 


13.1           This Agreement shall be governed by and construed in
all respects in accordance with


 


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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 negotiation. In case no settlement can be reached through
negotiation, each Party can submit such matter to China International Economic
and Trade Arbitration Committee for arbitration according to its currently
effective arbitration rules. The arbitration shall be held in Beijing. The
arbitration proceedings shall be conducted in Chinese. The arbitration awards
shall be final and binding upon the Parties. The arbitration awards 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 regarding 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, inter
alias, facsimile and telex from time to time.


 


Article 15      Appendix


 


15.1            The Appendix of
this Agreement as attached hereto is parts 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 shall prevail in the event of any inconsistency between the
English and any Chinese versions thereof.


 


[THIS SPACE IS
INTENTIONALLY LEFT BLANK]


 


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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: BEIJING ANHUI
  WANXING SCIENCE & TECHNOLOGY CO., LTD.

  
	
   

  	
   

  	
   

  
	
  Legal Representative:

  	
  /s/ Hetong Guo

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: BEIJING LENTUO
  ELECTRO MECHANICAL GROUP CO., LTD.

  
	
   

  	
   

  	
   

  
	
  Legal Representative:

  	
  /s/ Hetong Guo

  	
   

  



 


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APPENDIX


 


1.         The register of the shareholders of TUOZHAN


 


2.         The Contribution Certificate of TUOZHAN


 


3.         The Exclusive Technology Consulting and Service
Agreement.


 


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Schedule of other affiliate entities with respect to
which BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. and
BEIJING LENTUO ELECTROMECHANICAL GROUP CO., LTD. Ltd. also entered in this
Equity Interest Pledge Agreement.  Such
agreements are omitted from this exhibit pursuant to the Instruction to Item
601 of Regulations S-K.  Other than the
agreement of Beijing Lentuo Huitong Automobile Sales Service Co., Ltd.
that is dated June 20, 2010, all other agreements are dated
January 28, 2010.


 


1.     Beijing Aotong Automobile Trading
Co., Ltd.


2.     Beijing Lentuo Chengxin
Commercial & Trading Co., Ltd.


3.     Beijing Yuantongqiao Toyota Automobile
Trading Co., Ltd.


4.     Beijing Tuojiacheng Commercial &
Trading Co., Ltd.


5.     Beijing Lentuo Huitong Automobile Sales
Service Co., Ltd.


6.     Beijing Tuozhan Automobile Repair
Co., Ltd.


7.     Beijing Lentuo Automobile Leasing
Co., Ltd.


 


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