exv10w11




Exhibit 10.11


Share Pledge Agreement




This Share Pledge Agreement (hereinafter referred to as this “Agreement”) is entered into on this
1st of July, 2008 in Shanghai by and among:



Shengqu Information Technology (Shanghai) Co., Ltd., located at Room 102, Building 2, No. 356
Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai, hereinafter referred to as “Party A”; and



Wang Dong-xu (ID Card No.: [***] ), whose residence locates at [***] , hereinafter referred to as
“Party B”; and



Zhang Ying-feng (ID Card No.: [***] ), whose residence locates at [***] , hereinafter referred to
as “Party C”.



Party A, Party B and Party C may hereinafter collectively referred to as the “Parties” and,
individually referred to as the “Party”.



Whereas,





	 	1.	 	Party A is a wholly foreign-owned enterprise incorporated and existing in the People’
Republic of China (the “PRC”) according to law;
	 
	 	2.	 	Shanghai Shulong Technology Development Co., Ltd. (hereinafter referred to as the
“Company”) is a limited liability company incorporated in the PRC;
	 
	 	3.	 	Party B and Party C are shareholders of the Company (hereinafter referred to as the
“Pledgors”), holding 48.6% and 51.4% Share of the Company respectively, (100% Share of the
Company being held by Party B and Party C are referred to as “Relevant Share”
hereinafter);
	 
	 	4.	 	Party A and the Company entered into the Exclusive Concluding and Service Agreement
on July 01, 2008; Party A, Party B and Party C, the Company entered into the Share
Disposition Agreement and the Business Operation Agreement on July 01, 2008;
	 
	 	5.	 	For ensuring Party A to charge the service fees under the Exclusive Consulting and
Service Agreement from the Company owned by Party B and Party C, and ensuring the
performance of the Share Disposition Agreement and the Business Operation Agreement, the
Pledgors pledge all of its Share in the Company as the pledge security for the performance
of the said agreements, in which Party A is the Pledgee.





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NOW THEREFORE, the Parties have reached the following terms and conditions on the principle of
equal footing and mutual benefits through friendly negotiation:



1 Definitions





Unless otherwise specified in the context, the capitalized terms used in this Agreement shall
have the meaning set forth below:




	 	1.1	 	“Pledge Right” shall mean shall contents set forth in Section 2 hereof.
	 
	 	1.2	 	“Share” shall mean all Share being held by the Pledgors lawfully and all
present and future rights and interests conferred on such Share.
	 
	 	1.3	 	“Each Agreement” shall mean the Exclusive Consulting and Service Agreement,
the Share Disposition Agreement and the Business Operation Agreement dated on July 01,
2008 by and among Party A, the Company and other relevant parties.
	 
	 	1.4	 	“Breaching Events” shall mean any circumstances set forth in Section 7
hereof.
	 
	 	1.5	 	“Breaching Notice” shall mean the notice sent by Party A in accordance with
this Agreement for declaring the breach.





2 Pledge





	 	2.1	 	The Pledgors shall pledge all of their Share in the Company as the security
for Party A’s rights and interests hereunder.
	 
	 	2.2	 	The Share Pledge hereunder shall cover all fees (including legal costs),
expenditures, losses, interests, liquidated damages, compensations, expenses for
realization of creditor’s rights, payable to Party A by the Company and/or the
Pledgors, and the liabilities of the Company and the Pledgors to Party A when Each
Agreement becomes invalid in whole or part for any reason.
	 
	 	2.3	 	The Pledge Rights hereunder shall mean that Party A is entitled to gain the
considerations of the pledged Share that may be disposed by discount, auction and
disposition with priority.
	 
	 	2.4	 	Unless otherwise expressly agreed in writing by Party A after this Agreement
comes to effect, the Pledge hereunder can be terminated




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	 	 	 	provided that the Company and the Pledgors have performed all of their obligations
and liabilities hereunder and Party A has accepted such performance in writing. In
the event that the Company or the Pledgor fails to perform the whole or any part of
its obligations or liabilities under Each Agreement upon the expiration of the term
of any such Each Agreement, Party A is still entitled to the Pledge Rights
hereunder, unless and until the said obligations and liabilities are performed in a
way satisfactory to Party A.





3 Validity





	 	3.1	 	This Pledge Agreement comes to effect from the date when it is entered into
by the Parties, and the Pledge Rights come to effect from the date when the
Administration for Industry and Commerce completes the pledge registration.
	 
	 	3.2	 	In the event that the Company fails to pay the service fees or to perform any
other provisions under the Exclusive Consulting and Service Agreement, or fails to
perform any provision under the Business Operation Agreement or the Share Disposition
Agreement in the pledge period, Party A is entitled to exercise the Pledge Rights in
accordance with this Agreement after giving reasonable notice.





4 Possession and Safekeeping of Pledge Right Certificate





	 	4.1	 	The Pledgors shall deliver their Shareholder Contribution Certificates
(original) in the Company to Party A within ten (10) business days from the date when
this Agreement is entered into or on the other earlier date that has been agreed by
the Parties, and submit Party A with the certificate showing that the Pledge hereunder
has been registered on the Share Register, and complete all approval, registration and
recording formalities required by the laws and regulations of the PRC, and submit the
Share Pledge Registration Certificates that have been completed with the
Administration for Industry and Commerce. For more information on the forms of the
company Shareholder Contribution Certificate and Share Register, please refer to the
Appendix hereto.
	 
	 	4.2	 	In the event that the pledge recordings have been changed, and such changes
shall be registered and recorded accordingly, Party B, Party C and Party A shall do so
and submit relevant documents for registering such changes within five (5) business
days from the date when such pledge recordings are changed.
	 
	 	4.3	 	The Pledgors shall order the Company not to allocate any dividends,




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	 	 	 	bonus, or not to make any profit distribution plan in the Share Pledge period. In
case the Pledgors are entitled to obtain any other economic benefits in respect of
the pledged share rather than the dividends, bonus or other profit distribution, it
shall order the Company to remit relevant (realized) amount to the bank account
designated by Party A at Party A’s request. Without Party A’s prior written
consents, the Pledgors shall not use such amount at its own discretions.
	 
	 	4.4	 	In the event that the Pledgors subscribe the new registered capitals of the
Company or acquire the Company’s Share held by other pledgors (hereinafter referred to
as the “New Additional Share” collectively) in the Share Pledge period, such New
Additional Share shall become one part of the Share Pledge hereunder automatically. In
such case, the Pledgors shall complete all formalities necessary to pledge the said
New Additional Share within ten (10) business days after they obtain such New
Additional Share. In the event that the Pledgors fail to complete relevant formalities
according to the foregoing provisions, Party A is entitled to exercise the Pledge
Rights with immediate effect in accordance with Section 8 hereof.





5 Statements and Warranties of Pledgors





The Pledgors shall state and warrant to Party A as follows as of the signature date of
this Agreement, and shall acknowledge that the signature and performance of this Agreement
by Party A is based on such statements and warranties.




	 	5.1	 	The Pledgors are holding the Share hereunder according to law, and have
the rights to pledge such Share in favor of Party A.
	 
	 	5.2	 	There is no legitimate claim or intervention from a third party when
Party A exercises its rights or the Pledge Rights in accordance with this Agreement
at any time in the period from the date when this Agreement is entered into to the
time in which Party A enjoys the Pledge Rights in accordance with Section 2.4
hereof.
	 
	 	5.3	 	Party A is entitled to exercise the Pledge Rights through the methods
specified by the laws, regulations and this Agreement.
	 
	 	5.4	 	The signature of this Agreement and the performance of their obligations
hereunder have been authorized or approved necessarily by the Company and have been
acknowledged by other shareholders, and shall not violate any applicable laws and
regulations and the articles of association. The signatory has been authorized to
sign this Agreement acting as the




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	 	 	 	authorized representative according to law.
	 
	 	5.5	 	There is no other encumbrance or secured right and benefit (including but
not limited to the pledge) in favor of a third party against the Share being held by
the Pledgors.
	 
	 	5.6	 	There is no pending civil, administrative or criminal suit or
administrative penalty or arbitration in relation to the Share, or no civil,
administrative or criminal suit or administrative penalty or arbitration that may
arise in the future.
	 
	 	5.7	 	There is no due and outstanding tax, expense, or due and uncompleted
legal proceeding or formality in relation to the Share.
	 
	 	5.8	 	All provisions hereof constitute their true intents and are binding upon
them lawfully.





6 Undertakings of Pledgors





	 	6.1	 	During the Term of this Agreement, the Pledgors shall undertake to Party
A that they will:






	 	6.1.1	 	Not assign the Share, nor create or allow existence of any other
encumbrance or secured rights and benefits in favor of a third party that
may affect the pledged rights and benefits of Party A in any way without
Party A’s prior written consents, unless otherwise such Share is assigned
to Party A or the person designated by it at the request of Party A;
	 
	 	6.1.2	 	Abide by all applicable laws and regulations, and show the notices,
orders or suggestion to Party A within five (5) business days after they
receive such notices, orders or suggestion from relevant competent
authorities, and take actions subject to reasonable indication of Party
A;
	 
	 	6.1.3	 	Notify Party A of any events or received notices that may affect
the Share of the Pledgors or any rights thereon forthwith, or any events
or received relevant notices that may change any obligations of or affect
the performance of the obligations of the Pledgors under this Agreement,
and take actions subject to reasonable indication of Party A.






	 	6.2	 	The Pledgors have undertaken that the exercise of its rights hereunder by
Party A will not be interrupted or impaired by them or their successors or




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	 	 	 	assigns or any other persons.
	 
	 	6.3	 	For protecting or perfecting the security against the obligations of the
Pledgors and /or the Company hereunder, the Pledgors have undertaken to Party A that
they will modify their respective articles of association and the articles of
association of the Company necessarily (if applicable) accordingly, enter into all
entitlement certificates and deeds requested by Party A in good faith, and cause
other persons related to the Pledge Rights to do so, and/or perform the actions
required by Party A and cause other related persons to do so, and provide
convenience for the exercise of the Pledge Rights by Party A, and enter into all
documents in relation to the change of the Share Certificate with Party A or any
third party designated by it, and provide Party A with all necessary documents in
relation to the Pledge Rights as Party A thinks fit within a reasonable period.
	 
	 	6.4	 	In favor of Party A’s benefits, the Pledgors have undertaken to Party A
that they will abide by and perform all of their promises, undertakings, agreements
and statements. In the event that the Pledgors fail to perform their promises,
undertakings, agreements and statements or do so incompletely, they shall indemnify
all of Party A’s losses arising therefrom.





7 Breaching Events





	 	7.1	 	Any of the following events shall be deemed as the breaching events:






	 	7.1.1	 	Any of the Company, its successors or assigns fails to pay any due
amount in full under Each Agreement within the agreed period, or any of the
Pledgors, their successors or assigns fails to perform its obligations under
the Business Operation Agreement, the Share Disposition Agreement and the
Exclusive Consulting and Service Agreement;
	 
	 	7.1.2	 	Any of the statements, promises or undertakings of the Pledgors under
Section 5 and 6 hereof is misleading or wrong, and/or there exist other
actions in violation of the statements, promises or undertakings of the
Pledgors under Section 5 and 6 hereof;
	 
	 	7.1.3	 	The Pledgors have violated any provisions hereof materially;






	 	7.1.4	 	The Pledgors have waived the pledged Share or assigned such pledged
Share at its own discretions without Party A’s prior written consents,
unless otherwise specified in Section 6.1.1;




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	 	7.1.5	 	Any borrowings, security, indemnifications, undertakings or other
liabilities of the Pledgors are required to be repaid or performed earlier
due to their breaches, or the same are due but cannot be repaid or
performed, which makes Party A deem that the capabilities of the Pledgors to
perform their obligations hereunder have been affected adversely, and in
turn its benefits may be affected;
	 
	 	7.1.6	 	The Pledgors cannot repay their general obligations or other owed
money, which in turn affects Party A’s benefits;
	 
	 	7.1.7	 	This Agreement becomes invalid or the Pledgors cannot perform their
obligations hereunder further due to the promulgation of relevant laws;
	 
	 	7.1.8	 	The consents, permits, approvals or authorizations of any governmental
authorities, which are necessary to the enforcement, legitimacy or validity
of this Agreement, have been withdrawn, suspended, expired or modified
substantially;
	 
	 	7.1.9	 	The adverse changes of the properties owned by the Pledgors make Party
A deem that the capabilities of the Pledgors to perform their obligations
hereunder have been affected adversely;
	 
	 	7.1.10	 	Other circumstances in which Party A cannot dispose the Pledge Rights
hereunder in accordance with the laws and regulations.






	 	7.2	 	In the event that the Pledgors have known or found any matter specified
in Section 7.1 or any other events that may cause the such matters have arisen, they
shall inform Party A of such matters or events in writing forthwith.
	 
	 	7.3	 	Unless otherwise the breaches specified in Section 7.1 above have been
settled to the satisfactory of Party A, Party A may send a written Breaching Notice
to the Pledgors at any time when or after such breaches arise, and request the
Pledgors to repay the owed money and other receivables immediately or perform the
Share Disposition Agreement and the Business Operation Agreement forthwith. In the
event that the Pledgors or the Company have failed to correct their breaches or
taken necessary remedies within ten (10) days after the said written notice is sent,
Party A is entitled to exercise the Pledge Rights in accordance with Section 8
hereof.





8 Exercise of Pledge Rights





	 	8.1	 	The Pledgors shall not assign the Share without Party A’s prior written




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	 	 	 	consents before the fees and obligations under Each Agreement are paid and performed.
	 
	 	8.2	 	Party A shall send the Breaching Notice to the Pledgors in accordance
with Section 7.3 hereof when it exercises the Pledge Rights hereunder.
	 
	 	8.3	 	Subject to Section 7.3 hereof, Party A may exercise the Pledge Rights
at any time after it sends the Breaching Notice in accordance with Section 7.3
hereof.
	 
	 	8.4	 	Party A is entitled to gain the considerations of the pledged Share
hereunder or any part of it that may be disposed by discount, auction and
disposition with priority in accordance with the legal proceedings, unless and
until any outstanding service fees and any other payables under Each Agreement are
offset, and the obligations under the Share Disposition Agreement, the Business
Operation Agreement are performed.
	 
	 	8.5	 	When Party A exercises the Pledge Rights hereunder, the Pledgors shall
not interrupt such exercise, and shall give necessary assistance for the exercise
of the Pledge Rights by Party A.





9 Assignment





	 	9.1	 	Without Party A’s prior written consents, the Pledgors shall not assign any of
their rights and/or obligations hereunder to a third party.
	 
	 	9.2	 	This Agreement shall be binding upon the Pledgors and their successors, and inure
to the benefit of Party A and its successors or assigns.
	 
	 	9.3	 	Party A may at any time assign all or any part of its rights or obligations
hereunder to any third party designated by it. In such case, such third party shall enjoy
and bear Party A’s rights and obligations hereunder. When Party A assigns its rights and
obligations under Each Agreement, the Pledgors shall enter into the agreements and/or
documents in relation to such assignment at Party A’s request.
	 
	 	9.4	 	In the event that the Pledgors are replaced by virtue of the said assignment, the
parties to the new pledge shall enter into a new pledge agreement, and the Pledgors shall
be responsible for completing all relevant registration formalities.





10 Commission Charge and Other Fees





	 	10.1	 	Any fees and out-of-pockets in relation to this Agreement, including but not




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	 	 	 	limited to legal fees, production costs, stamp duties and any other taxes and fees, shall
be borne by Party A and Party B in 50:50.





11 Force Majeure





	 	11.1	 	When the performance of this Agreement is delayed or interrupted due to any Force
Majeure Events, the Party so affected (the “Affected Party”) shall be excused from such
delayed or interrupted performance. “Force Majeure Events” shall mean any events beyond
the reasonable controls of the Affected Party, which are unavoidable even if the Affected
Party takes a reasonable care, including but not limited to governmental acts, Act of
God, fires, explosion, geographic variation, storms, floods, earthquakes, morning and
evening tides, lightning or wars. However, any shortage of credits, funds or financing
shall not be deemed as the events beyond reasonable controls of the Affected Party. The
Affected Party seeking for the exemption of any performance under this Agreement or any
provision hereof shall inform the other Party of such exemption and its proposed measures
for making further performance as soon as practicable.
	 
	 	11.2	 	The Affected Party shall be excused from any liability hereunder provided always
that it has tried its best efforts to perform this Agreement. However, the exempted
liabilities shall be subject to such delayed or interrupted performance. Once the
causations for the said exemption are corrected or remedied, each party shall try its
best efforts to recover the performance of this Agreement.





12 Governing Law and Dispute Resolution





	 	12.1	 	The conclusion, validity and performance of, interpretation to and dispute resolution
in relation to this Agreement shall be governed by the laws of China.
	 
	 	12.2	 	Any dispute arising out of the interpretation to or performance of this Agreement
shall be resolved through friendly negotiation by the Parties; if not reached, any Party
may submit such dispute to the China International Economic and Trade Arbitration
Commission Shanghai Commission (“CIETACSC”) according to the Rules of CIETACSC. Such
arbitration shall be carried out in Shanghai. The language in the arbitration proceedings
shall be Chinese. The awards are final and binding upon the parties hereto.
	 
	 	12.3	 	Save for the matters under disputes, the Parties shall continue to perform their
respective obligations in good faith in accordance with this Agreement.




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13 Notices





	 	13.1	 	All notices and correspondences to or upon each Party to be effective for the
performance of the rights and obligations hereunder shall be in writing, and sent to the
following addresses of the other Parties by personal delivery, registered mail, postage
prepaid mail, generally accepted courier service or fax.
	 
	 	 	 	Party A: Shengqu Information Technology (Shanghai) Co., Ltd.

Address: No. 356 Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai
	 
	 	 	 	Party B: Wang Dong-xu

Address: [***] 
	 
	 	 	 	Party C: Zhang Ying-feng

Address: [***] 
	 
	 	13.2	 	Any notice and correspondence shall be deemed to be served as follows:






	 	13.2.1	 	If it is sent by fax, it shall be deemed to be served on the recording date
on the faxed copy. However, if it is sent after 17:00 P.M. on a business day
or on a non-business day of the addressee, it shall be deemed to be served on
the next business day following the recording date on the faxed copy;
	 
	 	13.2.2	 	If it is sent by personal delivery (including the express mail service),
the date when it is signed and accepted shall prevail;
	 
	 	13.2.3	 	If it is sent by registered mail, the 15th day following the
date recorded on the return receipt shall prevail.





14 Appendix





Any appendix to this Agreement shall be integral to it.



15 Waiver





Any failure or delay to exercise any of its rights, remedies, powers or privileges hereunder by
Party A shall not constitute a waiver of such rights, remedies, powers or privileges by Party
A. Any single or partial exercise of any of its rights, remedies, powers or privileges
hereunder by Party A shall not affect the exercise of any other rights, remedies, powers or
privileges hereunder by Party A. The rights, remedies, powers or privileges hereunder are
accumulated without any



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prejudices to any rights, remedies, powers or privileges specified by any laws and regulations.



16 Miscellaneous





	 	16.1	 	Any amendments, supplements or alterations to this Agreement shall be
made in writing, which come to effect after they are entered into and sealed (if
applicable).
	 
	 	16.2	 	The Parties hereby confirm that this Agreement constitutes the fair and
reasonable agreements by and between them on the basis of equal footing and mutual
benefits. In the event that any provision hereof becomes invalid or unenforceable
because such provision conflicts with relevant laws, such provision shall be void
and null or unenforceable under applicable laws, and shall not affect the validity
and enforcement of the remaining provisions of this Agreement.
	 
	 	16.3	 	Party B and Party C have undertaken that any provision herein is binding
upon them lawfully, irrespective of any change of the Company’s Share held by Party
B and Party C respectively in the future, and that this Agreement shall be
applicable to all of the Company’s Share to be held by Party B and Party C for the
time being.
	 
	 	16.4	 	This Agreement is made in Chinese with two (2) originals.





[No Text Follow, Signature Page for Share Pledge Agreement Follow]




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Party A: Shengqu Information Technology (Shanghai) Co., Ltd.




	 	 	 
	Legal Representative/Authorized Representative:

	 	 
	 

	 	 





	 	 	 
	Title:

	 	 
	 

	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	MM
	 	 	 	DD
	 	 	 	YY
	 

	 	 
	 	 	 	 
	 	 	 	 	 	 





Party B: Wang Dong-xu (Sign)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	MM
	 	 	 	DD
	 	 	 	YY
	 

	 	 
	 	 	 	 
	 	 	 	 	 	 





Party C: Zhang Ying-feng (Sign)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	MM
	 	 	 	DD
	 	 	 	YY
	 

	 	 
	 	 	 	 
	 	 	 	 	 	 





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Appendix:




1. Share Register of Company



Share Register of Shanghai Shulong Technology Development Co., Ltd.



Company’s Shareholders




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Name of Shareholder	 	ID Card No.	 	Address	 	Contribution	 	Ratio	 	Note
	Wang Dong-xu

	 	[***] 
	 	[***] 
	 	RMB 4.68
Million
	 	 	48.6	%	 	Pledged
	Zhang Ying-feng

	 	[***] 
	 	[***] 
	 	RMB 5.14 Million
	 	 	51.4	%	 	Pledged





It is hereby verified that Wang Dong-xu, the shareholder of the Company, has pledged 48.6% Share of
the Company to Shengqu Information Technology (Shanghai) Co., Ltd.



It is hereby verified that Zhang Ying-feng, the shareholder of the Company, has pledged 51.4% Share
of the Company to Shengqu Information Technology (Shanghai) Co., Ltd.




Shanghai Shulong Technology Development Co., Ltd.

(Seal)




Wang Dong-xu

Sign and Seal:




Zhang Ying-feng

Sign and Seal:




Date:          MM          DD          YY




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2. Shareholder Contribution Certificate



Shareholder Contribution Certificate of Shanghai Shulong Technology Development Co., Ltd.



Name of Company: Shanghai Shulong Technology Development Co., Ltd.



Incorporation Date of Company: January 01, 2002



Registered Capital of Company: RMB 10 Million



Name of Shareholder:



Contribution:



Contribution Method:



Contribution Date: May 26, 2008



Sealed by Company:




Issuance Date:          MM          DD           YY





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