Exhibit 4.53 

 

**Equity Interests Pledge Agreement**

 

This Equity Interests Pledge Agreement (the “Agreement”) is entered into on the day of February 5, 2005 by and between thefollowing parties: 

 

**Pledgee:**Golden VIP Information Technology (Beijing)Co., Ltd. (hereinafter **“**Party A”) 

**Registered Address:**Room 206, Block B, Xingke Plaza, 10 Jiuxianqiao Street, Chaoyang DistrictBeijing 

 

Raymond Huang (hereinafter “Party B”) 

**Address:**Room 2305, Guanzhuang Yangguanghuayuan International Mansion-D, Chaoyang District, Beijing 

**ID No.:**11010819751101971X 

 

**WHEREAS,**

 

(1). The Pledgor owns 75% of the equity interest in Beijing Zhongming VIPMarketing Consultants Co., Ltd. (hereinafter “Zhongming VIP”). Zhongming VIP is a limited company registered under the laws and regulations of People’s Republic of China (hereinafter “China”) with business scope of marketingplanning, information advisory and reserve guesthouses upon authorization. 

 

(2). In accordance with the Credit & Debt Transfer Agreement signed between Pledgee, Pledgor and Raytime Consultants Limited (hereinafter “Raytime”) in Beijing on February 5th 2005, the Pledgor is assigned 75% equity interests of Zhongming VIP and meanwhile the debt in amount of RMB750, 000 arising from the 75% equity interests fromZhongming VIP. 

 

(3) For securing that the Pledgor undertakes its obligationswith the Raytime in accordance with the Credit and Debt Transfer Agreement, the Pledgor is willing to pledge all of its equity interest in Zhongming VIP to Party B, a wholly-owned company founded by Raytime in China. 

 

Therefore the Pledgee and the Pledgor through mutual negotiations hereby enter into thisAgreement based upon the following terms: 

 

1.*Definitions And Interpretation*

 

Unless otherwise provided in thisAgreement, the following terms shall have the following meanings: 

 

1.1 Pledgemeans the full content of Article 2 hereunder 

 

1.2 Equity Interest means allequity interests in Zhongming VIP legally held by the Pledgor. 

 

1.3 Term ofPledge means the period provided for under Article 3.1 hereunder. 

 

1.4 Event ofDefault means any event in accordance with Article 7.1 hereunder. 

 

1.5 Noticeof Default means the notice of default issued by the Pledgee in accordance with this Agreement. 

 

2. *Assignments And Pledge*

 

2.1 The Pledgor agrees to pledge all its equity interest in Zhongming VIP to the Pledgee. Pledge under this Agreement refers to the rights owned by the Pledgee who shallbe entitled to have priority in receiving payment by the evaluation or proceeds from the conversion, auction or sale of the equity interests pledged by the Pledgor to the Pledgee. 

 

3. *Term Of Pledge*

 

3.1 *Term of Pledge*

 

3.1.1 This Agreement shall take effect as of the date when the pledged equity interests under this Agreement are recorded in the Register of Shareholder of Zhongming VIPand terminate when Raytime or any third person designated by Raytime executes the rights for purchasing equity interests in accordance with the Exclusive Purchase Right Agreement or any other time as agreed upon by both parties. Both parties shall,after execution of this agreement, file records with the industry and commerce administration department where Zhongming VIP was registered. 

 

3.2 During the pledge period, the Pledgee shall be entitled to dispose of the Pledge in accordance with this Agreement in the event that the Pledgor fails to execute itsobligation under the Credit and Debt Transfer Agreement. 

 

4. *Physical Possession Of Documents*

 

4.1 During the term of Pledge under this Agreement, the Pledgor shall deliver the physical possession of the certificate of distribution and the name list of shareholder of Zhongming VIP to the Pledgee within one month as of the date ofconclusion of this Agreement. 

 

4.2 The Pledgee shall be entitled to collect thedividends from the equity interests. 

 

4.3 The pledge in this Agreement shall berecorded in Zhongming VIP’s register. 

 

5.*Representation of the Pledgor*

 

5.1 The Pledgor is the legal owner ofthe equity interests. 

 

5.2 The Pledgor does not pledge or encumber the equityinterests to any other person except for the Pledgee. 

 

6. *Warranties and Guarantee of the Pledgor*

 

6.1 During theeffective term of this Agreement, the Pledgor covenants to the Pledgee that the Pledgor shall: 

 

6.1.1 Not transfer or assign the equity interests, create or permit to create any pledges which may have an adverse effect on the rights or benefits of the Pledgee without prior written consent from the Pledgee;unless the two parties have agreed otherwise. 

 

6.1.2 Comply with and implementlaws and regulations with respect to the pledge of rights, present to the Pledgee the notices, orders or suggestions with respect to the Pledge issued or made by the competent authority within five days upon receiving such notices, orders orsuggestions and comply with such notices, orders or suggestions, or object to the foregoing matters at the reasonable request of the Pledgee or with consent from the Pledgee. 

 

6.1.3 Timely notify the Pledgee of any events or any received notices which may affect the Pledgor’s equity interest or any part of itsright, and any events or any received notices which may change the Pledgor’s any covenant and obligation under this Agreement or which may affect the Pledgor’s performance of its obligations under this Agreement. 

 

6.2 The Pledgor agrees that the Pledgee’s right of exercising and transferring thePledge obtained from this Agreement shall not be suspended or hampered through legal procedure by the Pledgor or any successors of the Pledgor or any person authorized by the Pledgor or any other person. 

 

6.3 The Pledgor warrants to the Pledgee that in order to protect or perfect the security over the payment of thetechnical consulting and service fees under the Service Agreement, the Pledgor shall execute in good faith and cause other parties who have interests in the pledge to execute all the title certificates, agreements, and or perform and cause otherparties who have interests to take action as required by the Pledgee and make access to exercise the rights and authorization vested in the Pledgee under this Agreement. 

 

6.4 Execute all the documents with respect to the changes of certificate of equity interests with the Pledgee or the person (natural personor legal entity) designed by the Pledgee, and provides all the notices, orders and decisions regarded as necessary by the Pledgee with the Pledgee within the reasonable time. 

 

6.5 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. The Pledgor shall compensate all the losses suffered by the Pledgee for the reasons that the Pledgor does not perform or fully perform their guarantees, covenants, agreements,representations and conditions. 

 

7. *EventOf Default*

 

7.1 The following events shall be regarded as the event ofdefault: 

 

7.1.1 The Pledgor fails to perform its obligation in or under theLoan Agreement. 

 

7.1.2 The Pledgor makes any material misleading or fraudulentrepresentations or warranties under Article 5 herein, and/or the Pledgor is in violation of any warranties under Article 6 herein; 

 

7.1.3 The Pledgor violates the covenants under any of the Articles herein; 

 

7.1.4 The Pledgor waives the pledged equity interests or transfers or assigns the pledged equity interests without prior written consent from the Pledgee; 

 

7.1.5 The Pledgor is unable to repay any general debt or other debts. The Pledgor’s anyexternal loan, security, compensation, covenants or any other compensation liabilities (1) are required to be repaid or performed prior to the scheduled date due to default; or (2) are due but can not be repaid or performed as scheduled and therebycause the Pledgee to deem that the Pledgor’s capacity to perform the obligations herein is affected; 

 

7.1.6 This Agreement is illegal for the reason of the promulgation of the related laws or the Pledgor’s incapability of continuing to perform the obligations herein; 

 

7.1.7 Any approval, permits, licenses or authorization from the competent authority of thegovernment needed to perform this Agreement or validate this Agreement are withdrawn, suspended, invalidated or materially amended; 

 

7.1.8 The property of the Pledgor is adversely changed and cause the Pledgee deem that the capability of the Pledgor to perform the obligations herein is affected;

 

7.1.9 The default resulted in the action or inaction of Pledgor’sbreaching the other Articles of this Agreement; 

 

7.1.10 Other circumstanceswhereby the Pledgee is incapable of exercising the right to dispose the Pledge in accordance with the related laws. 

 

7.2 The Pledgor shall immediately give a written notice to the Pledgee if the Pledgor is aware of or find that any event under Article 7.1 herein or any events that mayresult in the foregoing events have happened or is going on. 

 

7.3 Unless the event of default under Article 7.1 herein has been solved to the Pledgee’s satisfaction, the Pledgee,at any time when the event of default happens or thereafter, may give a written notice of default to the Pledgor and require for disposal of the Pledge in accordance with Article 8 herein. 

 

8. *Exercise Of The Right Of The Pledge*

 

8.1 The Pledgor shall not transfer or assign the pledge without prior written approval fromthe Pledgee prior to the full performance of its obligation under the Loan Agreement, except that the Pledgor and the Pledgee have agreed otherwise. 

 

8.2 Subject to Article 7, the Pledgee may exercise the right to dispose the Pledge when the Pledgee gives a notice of default. 

 

8.3 The Pledgee is entitled to have priority in receiving payment by the evaluation orproceeds from the auction or sale of whole or part of the equity interests pledged herein in accordance with legal procedure until the outstanding consulting and service fees and all other payables under the Service Agreement are repaid. 

 

8.4 The Pledgor shall not hinder the Pledgee from disposing the Pledge in accordance withthis Agreement and shall give necessary assistance so that the Pledgee could realize his Pledge. 

 

9. *Transfers Or Assignment*

 

9.1 The Pledgor shall not donate or transfer his rights and obligations herein without prior written consent from the Pledgee. 

 

9.2 This Agreement shall be binding upon the Pledgor and his successors and be effective tothe Pledgee and his each successor and assignee. 

 

9.3 The Pledgee may transferor assign his all or any rights and obligations under the Service Agreement to any individual (natural person or legal entity) at any time. In this case, the assignee shall enjoy and undertake the same rights and obligations herein of the Pledgee asif the assignee is a party hereto. When the Pledgee transfers or assigns the rights and obligations under the Service Agreement, at the request of the Pledgee, the Pledgor shall execute the relevant agreements and/or documents with respect to suchtransfer or assignment. 

 

9.4 After the Pledgee’s change resulting from thetransfer or assignment, the new parties to the pledge shall enter into a pledge agreement. 

 

10. *Termination*

 

10.1 This Agreement shall not be terminated until the Pledgor has fully performed its obligations under the Loan agreement and that the Pledgor has no more obligationsunder the Loan agreement. The Pledgee should cancel or absolve this agreement within reasonable time of practical feasibility. 

 

In case the agreement is terminated, the Pledgee shall cancel or terminate this Agreement within reasonable time as soon as practicable. 

 

11. *Formalities Fees And Other Charges*

 

11.1 The Pledgor shall be responsible for all the fees and actual expenditures in relationto 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 in accordance with the laws, the Pledgor shall fully indemnify such taxes paid by the Pledgee.

 

11.2 The Pledgor shall be responsible for all the fees (including but notlimited to any taxes, formalities fees, management fees, litigation fees, attorney’s fees, and various insurance premiums in connection with disposition of Pledge) incurred by the Pledgor for the reason that the Pledgor fails to pay any payabletaxes, fees or charges in accordance with this Agreement; or the Pledgee has recourse to any foregoing taxes, charges or fees by any means for other reasons. 

 

12. *Force Majeure*

 

12.1 *Force majeure*, which includes acts of governments, acts of nature, fire, explosion, typhoon, flood, earthquake, tide, lightning, war, means any unforeseenevents beyond the prevented party’s reasonable control and cannot be prevented with reasonable care. However, any shortage of credit, capital or finance shall not be regarded as an event beyond a Party’s reasonable control. The Pledgeaffected by *force majeure*shall notify the other party of exemption promptly; 

 

12.2 In the event that the affected party is delayed in or prevented from performing its obligations under this Agreement by *force majeure*, only within the scope of such delay or prevention, the affected party will not be responsiblefor any damage by reason of such a failure or delay of performance. The affected party shall take appropriate means to minimize or remove the effects of *force majeure*and attempt to resume performance of the obligations delayed or preventedby the event of *force majeure*. After the event of *force majeure*is removed, both parties agree to resume the performance of this Agreement with their best efforts. 

 

13. *Dispute Resolution*

 

13.1 This Agreement shall be governed by and construed in accordance with the PRC law. 

 

13.2 Any dispute, tangle or claim arising from the agreement or relating with the agreement(including any issue relating with the existence, validity or termination of the agreement) should be submitted to China International Economic and Trade Arbitration Commission (the “Arbitration Commission”). Arbitration Commission shallconduct arbitration in accordance with the current effective rules of arbitration application. The arbitration award shall be final and binding upon both parties. 

 

13.3 Arbitration place shall be in Beijing, PRC. 

 

13.4 Arbitration language shall be English. 

 

13.5 The court of arbitration shall compose of three arbitrators. Both parties should respectively appoint an arbitrator, the chairman of the court of arbitration shallbe appointed by both parties through consultation. In case both parties do not coincide in opinion of the person selected for the chief arbitrator within twenty days from the date of their respectively appoint an arbitrator, the director ofArbitration Commission shall have right to appoint the chief arbitrator. The chief arbitrator shall not be Chinese citizen or United State citizen. 

 

13.6 both parties agreed that the court of arbitration established according to the regulation shall have right to provide actually performed relief on the propersituation according with PRC Law (including but not being limited to Law of Agreement of the People’s Republic of China). For the avoidance of doubt, both parties further that any court having jurisdiction (including PRC Court) shall carry outthe arbitral award of actual performance issued by the court of arbitration. 

 

13.7 Both parties agreed to conduct arbitration in accordance with this regulation, and irrepealably abstain the right to appeal, reexamine or prosecute to national court or other administration of justice in any form, and the preconditionshall be that the aforesaid waiver is effective. However 

 

the waiver of both parties does not include any post-arbitration injunction, post-arbitration distress warrant or other command issued by any court havingjurisdiction (including PRC Court) for terminating the arbitration procedure or carrying out any arbitral award. 

 

14. *Notice*

 

14.1 Any notice, which is given by the parties hereto for the purpose of performing the rights, duties and obligations hereunder, shall be in writing form (including faxand telex). 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 istransmitted. 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 theparties hereto or the address advised in writing including facsimile and telex from time to time. 

 

14. *Appendices*

 

15.1 The appendices to this Agreement are entire and integral part of this Agreement. 

 

15. *Effectiveness*

 

16.1 This agreement and any amendments, modification, supplements, additions or changes hereto shall be in writing and come into effect uponbeing executed and sealed by the parties hereto. 

 

16.2 This Agreement isexecuted by Chinese in duplicate, and each party holds one copy and each copy and the copies shall have the same legal effect. 

 

(No text hereunder) 

 

In witness whereof the parties hereto have caused this Agreement to be duly executed by the parties themselves or ontheir behalf by a duly authorized representative as of the Effective Date first written above. 

 

**The Pledg****ee****:**Golden VIP Information Technology (Beijing) Co., Ltd. 

**Official Seal:**

**Signature of Authorized Representative:**

 

**The Pledgor: Raymond Huang**

**Signature:**

 

**Appendices**

 

1. Register of Shareholders of Beijing Zhongming VIP Marketing Consultants Co., Ltd.; 

 

2. Certificate of Capital Contribution of Beijing Zhongming VIP Marketing Consultants Co.,Ltd.; 

 

3. Credit and Debt Transfer Agreement;