-- Converted by SECPublisher 3.1.0.1, created by BCL Technologies Inc., for SEC Filing







Confidential  


 Translation Version Solely for Reference     


	
EQUITY PLEDGE AGREEMENT 

REGARDING 

SHANGHAI EWORLDCHINA INFORMATION TECHNOLOGIES CO., LTD. 







	
AMONG 

LI ZHI GANG 

LI HUI 

AND 






	 	
 WFOE[





DATED May 11, 2007 









Equity Pledge Agreement 


This Equity Pledge Agreement (the "Agreement") is entered into in Shanghai,
the People’s Republic of China (the "PRC") as of May 11, 2007 by and among the following parties: 


(1)


LI ZHI GANG 

	
a PRC citizen (identity card number: 





420984197001270018); 


(2)


LI HUI(

	
, a PRC citizen (identity card number: 310108198101161539); 





(Li Zhi Gang(

	 	
 and Li Hui 





	
are hereinafter referred to individually as a 







"Pledgor" or collectively as the “Pledgors”) 


(3) 


	
(the “WFOE”)  






	
Contact Address: 1088 South Pudong Road, Suite 1603, Shanghai. 





(In this Agreement, the aforesaid parties may be hereinafter referred to individually as a "Party" and collectively as the "Parties") 


Whereas

	
(1)      		
Pledgors are shareholders of record of Shanghai EworldChina Information Technologies Co., Ltd.  (with its
contact address at 1088 South Pudong Road, Suite 1202, Shanghai and its legal representative being Li Zhi Gang , hereinafter, the “Company”), legally holding 100% equity interest in the Company (the "Company Equity"); and their contribution amounts in
the registered capital of the Company and their shareholding percentages as of the date hereof are set out in Appendix I hereto.	
	 
	
(2)      		
Pursuant to the Exclusive Equity Transfer Option Agreement dated May 11, 2007 among Pledgee, Pledgors, and the Company (the "Equity Transfer Option Agreement"), Pledgors shall, to the extent permitted by the PRC Laws, and upon the request of Pledgee, transfer all or part of their respective equity interests held by him or her in the Company to Pledgee and/or any other entity or individual
designated by Pledgee.	
	 
	
(3)      		
Pursuant to the Shareholders’ Voting Rights Proxy Agreement dated May 11, 2007 among Pledgee, Pledgors and the Company (the "Voting Rights Proxy Agreement"), Pledgors have fully entrusted Mr. Jin Jiafeng  the power to exercise on their behalf all voting rights in the Company entitled to Pledgors as
shareholders thereof.	
	 



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(4)      		
Pursuant to the Exclusive Technical Service and Consultancy Agreement dated May 11, 2007 between Pledgee and the Company (the "Technical Service Agreement"), the Company has exclusively appointed Pledgee to provide relevant technical license, consultation and supporting services and shall pay for corresponding service fees to Pledgee for such services.	
	 
	
(5)      		
Pursuant to the Exclusive Commercial Consultancy Service Agreement dated May 11, 2007 between Pledgee and the Company (the "Commercial Consultancy Agreement"), the Company has exclusively appointed Pledgee to provide relevant commercial consultancy services and shall pay for corresponding service fees accordingly to Pledgee for such services.	
	 
	
(6)      		
As a guarantee for the performance of the Contractual Obligations (as defined below) and the repayment of the Guaranteed Liabilities (as defined below) by Pledgors and the Company, Pledgors agree to pledge to Pledgee all of
the equity interest held by him or her in the Company, and to grant to Pledgee a right of top priority in the pledge.	
	 



Now, therefore, upon agreement through mutual consultations, the Parties hereby agree as follows: 


Article 1 Definition 

	
1.1      		
Unless otherwise required by the context, the following terms herein shall have the following meanings:	
	 


	
"Contractual Obligations" 
		
 		
means all contractual obligations of Pledgors under 
	
	
 
		
 		
the Exclusive Equity Transfer Option Agreement, 
	
	
 
		
 		
the Shareholders’ Voting Rights Proxy Agreement 
	
	
 
		
 		
and this Agreement, and all contractual obligations 
	
	
 
		
 		
of the Company under the Exclusive Equity 
	
	
 
		
 		
Transfer Option Agreement, the Shareholders’ 
	
	
 
		
 		
Voting Rights Proxy Agreement, the Exclusive 
	
	
 
		
 		
Technical Service and Consultancy Agreement and 
	
	
 
		
 		
the Exclusive Commercial Consultancy Service 
	
	
 
		
 		
Agreement. 
		
 		
 
		
 		
 
		
 		
 
	
	
 
	
	
"Event of Default" 
		
 		
means any of the following events: (1) any breach 
	
	
 
		
 		
by Pledgors of its Contractual Obligations under 
	
	
 
		
 		
the Exclusive Equity Transfer Option Agreement, 
	
	
 
		
 		
the Shareholders’ Voting Rights Proxy Agreement 
	
	
 
		
 		
or this Agreement; (2) any breach by the Company 
	
	
 
		
 		
of its Contractual Obligations under the Exclusive 
	
	
 
		
 		
Equity 
		
 		
Transfer 
		
 		
Option 
		
 		
Agreement, 
		
 		
the 
	




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Shareholders’ Voting Rights Proxy Agreement, the 
	
	
 
		
 		
Exclusive Technical Service and Consultancy 
	
	
 
		
 		
Agreement or the Exclusive Commercial 
	
	
 
		
 		
Consultancy Service Agreement; or (3) any of the 
	
	
 
		
 		
Exclusive Equity Transfer Option Agreement, the 
	
	
 
		
 		
Shareholders’ Voting Rights Proxy Agreement, the 
	
	
 
		
 		
Exclusive Technical Service and Consultancy 
	
	
 
		
 		
Agreement, the 
		
 		
Exclusive 
		
 		
Commercial 
	
	
 
		
 		
Consultancy Agreement or this Agreement 
	
	
 
		
 		
becomes invalid or unenforceable due to the 
	
	
 
		
 		
change of PRC Laws, promulgation of new PRC 
	
	
 
		
 		
Laws or any other reasons, and Pledgee is unable 
	
	
 
		
 		
to make alterative arrangement for the realization 
	
	
 
		
 		
of the purposes under the Transaction Agreements. 
	
	
 
	
	
"Equity Pledge" 
		
 		
has the meaning set forth in Article 2.2 of this 
	
	
 
		
 		
Agreement. 
		
 		
 
		
 		
 
	
	
 
	
	
"Guaranteed Liabilities" 
		
 		
means all direct, indirect losses and foreseeable 
	
	
 
		
 		
loss of profits suffered by Pledgee as a result of 
	
	
 
		
 		
any Event of Default of Pledgors and/or the 
	
	
 
		
 		
Company, the amount of which shall be 
	
	
 
		
 		
determined, to the extent permitted by PRC Laws, 
	
	
 
		
 		
by Pledgee at its absolute sole discretion (such 
	
	
 
		
 		
determination shall be binding on Pledgors); as 
	
	
 
		
 		
well as all fees incurred by Pledgee in the 
	
	
 
		
 		
enforcement of performance of the Contractual 
	
	
 
		
 		
Obligations of Pledgors and/or the Company. 
	
	
 
	
	
"Pledged Property" 
		
 		
means all of the Equity Interest in the Company 
	
	
 
		
 		
lawfully owned by Pledgors as of the effective date 
	
	
 
		
 		
hereof, which shall be pledged to Pledgee pursuant 
	
	
 
		
 		
to provisions hereof as the guarantee for the 
	
	
 
		
 		
performance of the Contractual Obligations by 
	
	
 
		
 		
Pledgee and the Company, the details of the 
	
	
 
		
 		
Pledged Equity Interest of each Pledgor are set out 
	
	
 
		
 		
in Appendix I hereto, as well as the increased 
	
	
 
		
 		
contribution and dividends in accordance with 
	
	
 
		
 		
Articles 2.6 and 2.7 hereof. 
		
 		
 
	
	
 
	
	
"PRC Laws" 
		
 		
means the then effective laws, administrative 
	
	
 
		
 		
regulations, administrative rules, local regulations, 
	
	
 
		
 		
judicial interpretations and other binding 
	
	
 
		
 		
regulatory documents of the PRC. 
		
 		
 
	




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"Power of Attorney" 
		
 		
has the meaning set forth in Article 12.11 of this 
	
	
 
		
 		
Agreement. 
	
	
 
	
	
"Rights" 
		
 		
has the meaning set forth in Article 12.6 of this 
	
	
 
		
 		
Agreement. 
	
	
 
	
	
"Transaction Agreements" 
		
 		
means the Exclusive Equity Transfer Option 
	
	
 
		
 		
Agreement, the Shareholders’ Voting Rights Proxy 
	
	
 
		
 		
Agreement, the Exclusive Technical Service and 
	
	
 
		
 		
Consultancy Agreement and the Exclusive 
	
	
 
		
 		
Commercial Consultancy Service Agreement. 
	



	
1.2      		
The references to any PRC Laws herein shall be deemed to (1) include the amendments to and changes, supplements and reenactments of such laws, irrespective of whether they take effect before or after the execution of this
Agreement; and (2) include other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.	
	 
	
1.3      		
Unless otherwise specified herein, all references to an article, clause, item or paragraph shall refer to the relevant part hereof.	
	 



Article 2 Equity Pledge  

	
2.1      		
Pledgors hereby agree to pledge to Pledgee the Pledged Property which they lawfully own and are entitled to dispose of pursuant to the provisions hereof as the guarantee for performance of the Contractual Obligations and
repayment of the Guaranteed Liabilities.	
	 
	
2.2      		
Pledgors undertake that they will be responsible for, on the date hereof, the recording of the equity pledge arrangement hereunder (the "Equity Pledge") on the shareholders register of the Company, and shall make their best efforts to complete the relevant registration procedures with the competent administration authority for industry and commerce.	
	 
	
2.3      		
Within the effective term of this Agreement, Pledgee shall not be liable in any way for loss in the value of the Pledge Property, nor shall Pledgors be entitled to claim in any way or make any demand on Pledgee in respect
thereof unless such loss is caused by intentional misconduct of Pledgee or is directly caused by gross negligence of Pledgee.	
	 
	
2.4      		
Subject to the provision of Article 2.3 above, in the event of any possible obvious loss in the value of the Pledged Property, which is sufficient to adversely affect Pledgee’s rights, Pledgee may at any time auction
or sell off the	
	 



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Pledged Property on behalf of Pledgors, and, upon agreement with the Pledgors, use the proceeds from such auction or sale-off as early repayment of the Guaranteed Liabilities, or place such proceeds in escrow with the local
notary institution where Pledgee is domiciled (any fees incurred in relation thereto shall be fully borne by Pledgors).	
	 
	
2.5      		
In case of any Event of Default, Pledgee is entitled to dispose of the Pledged Property as set forth in Article 4 hereof.	
	 
	
2.6      		
Only with a prior consent by Pledgee shall Pledgors increase its capital contribution to the Company. The increased capital of the Company as a result of the capital contribution increase to the Company by Pledgors shall
also be the Pledged Property.	
	 
	
2.7      		
Only with a prior consent by Pledgee shall Pledgors receive dividends or profits from the Pledged Property. The dividends or profits received by Pledgors from the Pledged Property shall be deposited into Pledgee’s bank
account designated by Pledgee under the supervision of Pledgee and, shall be used as the Pledged Property for discharge of the Guaranteed Liabilities in first priority.	
	 
	
2.8      		
Pledgee is entitled to dispose of any Pledged Property of Pledgors pursuant to the provisions hereof upon occurrence of any Event of Default.	
	 



Article 3 Release of Pledge  


Upon full and complete performance of all Contractual Obligations by Pledgors and the Company, Pledgee shall, upon request of Pledgors, release the pledge hereunder, and cooperate with Pledgors in handling the cancellation
of the record of the Equity Pledge in the shareholders register of the Company. Reasonable fees incurred in the release of the pledge shall be borne by Pledgee.  


Article 4 Disposal of the Pledged Property  

	
4.1      		
Pledgors and Pledgee hereby agree that, in case of any Event of Default, Pledgee shall be entitled to exercise, upon written notice to Pledgors, all of its rights and powers arising under default remedies under the PRC
Laws, the Transaction Agreements and the terms hereof, including but not limited to repayment in priority with proceeds from auctions or sale-offs of the Pledged Property.	
	 
	
4.2      		
Pledgee shall be entitled to designate in writing its legal counsel or other agents to exercise on its behalf any and all rights and powers set out above, and Pledgors shall not oppose thereto.	
	 



EworldChina Equity Pledge Agreement 


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4.3      		
All reasonable costs incurred in Pledgee’s exercise of any or all of the above rights and powers shall be borne by Pledgors. Pledgee shall be entitled to deduct such costs as actually incurred from the proceeds
acquired in its exercise of such rights and powers.	
	 
	
4.4      		
The proceeds acquired by Pledgee in its exercise of its rights and powers shall be used in the following order:	
	 
	 	
First, to pay for any cost incurred in connection with the disposal of the Pledged Property and the exercise by Pledgee of its rights and powers (including but not limited to, court fees and remuneration to its legal
counsel and agents);	
	 
	 	
Second, to pay for any taxes payable in connection with the disposal of the Pledged Property; and	
	 
	 	
Third, to repay Guaranteed Liabilities to Pledgee.	
	 
	 	
If there is any balance after the above payments, Pledgee shall return the same to Pledgors or other persons entitled thereto pursuant to relevant Laws and regulations, or submit the same to the local notary institution
where Pledgee is domiciled (any fees incurred in relation thereto shall be borne by Pledgors).	
	 
	
4.5      		
Pledgee shall be entitled to elect to exercise, simultaneously or otherwise, any of the default remedies it is entitled to; Pledgee shall not be obliged to exercise other default remedies before its exercise of the auctions
or sale-offs of the Pledged Property hereunder.	
	 



Article 5 Costs and Expenses 


All actual costs in connection with the creation of the Equity Pledge hereunder, including (but not limited to) stamp duties, any other taxes, all legal fees, etc., shall be borne by Pledgee.  


Article 6 Continuity and No Waiver 


The Equity Pledge hereunder is a continuous guarantee, and shall remain effective until the full performance of the Contractual Obligations or the full repayment of the Guaranteed Liabilities.  No exemption or grace period
granted by Pledgee to Pledgors concerning any breach by Pledgor or delay by Pledgee in its exercise of any of its rights hereunder and under the Transaction Agreements, shall affect the rights of Pledgee to demand at any time thereafter the strict
performance of the Transaction Agreements and this Agreement by Pledgors or the rights entitled to Pledgee arising 


EworldChina Equity Pledge Agreement 


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from subsequent breach by Pledgors of the Transaction Agreements and/or this Agreement pursuant to this Agreement, relevant PRC Laws and the Transaction Agreements.  


Article 7 Representations and Warranties 


Pledgors hereby severally and jointly represent and warrant to Pledgee as follows:  

	
7.1      		
Pledgors are PRC citizens with full capacity, who have full and independent legal status, legal capacity and appropriate authority to execute, deliver and perform this Agreement, and may sue and be sued as independent
parties.	
	 
	
7.2      		
Pledgors have full power and authority to execute and deliver this Agreement and all other documents related to the transactions contemplated hereunder to be executed by them, as well as to consummate such
transactions.	
	 
	
7.3      		
All reports, documents and information provided by Pledgors to Pledgee concerning Pledgors and all issues required hereunder prior to the effectiveness of this Agreement are true and accurate in all material aspects as of
the effective date hereof.	
	 
	
7.4      		
All reports, documents and information provided by Pledgors to Pledgee concerning Pledgors and all issues required hereunder after the effective date hereof are true, accurate and valid in all material aspects at the time
when the same are provided.	
	 
	
7.5      		
As of the effective date hereof, Pledgors are the sole and legal owners of the Pledged Property and are entitled to dispose of the Pledged Property or any part thereof. There is no outstanding dispute concerning the
ownership of the Pledged Property.	
	 
	
7.6      		
Except for the security interest established on the Pledged Property hereunder and the rights under the Transaction Agreements, no other security interest or third party right exists on the Pledged Property.	
	 
	
7.7      		
The Pledged Property can be lawfully pledged or transferred, and Pledgors have the full right and power to pledge it to Pledgee pursuant to the provisions hereunder.	
	 
	
7.8      		
This Agreement shall constitute the legal, valid and binding obligations of Pledgors upon due execution by Pledgors.	
	 
	
7.9      		
Any consent, permission, waiver or authorization by any third person, or any	
	 



EworldChina Equity Pledge Agreement 


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approval, permission, exemption by any government authority, or any registration or filing formalities (if required by laws) with any government authority with respect to the execution and performance hereof and the Equity
Pledge hereunder have been obtained or completed, and shall be fully valid within the term of this Agreement.	
	 
	
7.10      		
The execution and performance by Pledgors of this Agreement do not violate or conflict with any applicable laws, or any agreement, court judgment, arbitration award rendered by arbitration institutions and decision made by
administrative authorities to which it is a party or which is binding on its assets.	
	 
	
7.      		
11 The pledge hereunder shall constitute the security interest with first priority on the Pledged Property.	
	 
	
7.12      		
There is no pending or, to the knowledge of Pledgors, threatening litigation, legal proceeding or demand in any court or any arbitral tribunal against Pledgors, or their property, or the Pledged Property; in addition, there
is no pending or, to the knowledge of Pledgors, threatening litigation, legal proceeding or demand by any governmental or administrative authority against Pledgors, or their property, or the Pledged Property, which will substantially or adversely
affect the economic status of Pledgors or their capability to perform the obligations hereunder and the Guaranteed Liabilities.	
	 
	
7.13      		
Pledgors hereby warrant to Pledgee that the above representations and warranties shall remain true and accurate at any time and under any circumstance prior to the full performance of the Contractual Obligations and the
full repayment of the Guaranteed Liabilities and shall be fully complied with.	
	 



Article 8  Undertakings by Pledgors 


Pledgors hereby severally and jointly undertake to Pledgee as follows: 

	
8.1      		
Without the prior written consent by Pledgee, Pledgors shall not create or permit the creation of any new pledge or any other security interest on the Pledged Property.	
	 
	
8.2      		
Without prior written notice to Pledgee and Pledgee’s prior written consent, Pledgors shall not transfer the Pledged Property. The proceeds from transfer of the Pledged Property by Pledgors shall be, on a priority
basis, used for the repayment of the Guaranteed Liabilities or for placement in escrow with a third party as agreed with Pledgee. In case either Pledgor transfers the Pledged Property held by it with the consent of Pledgee, the Pledged Property held
by	
	 



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the other Pledgor shall remain to be governed by this Agreement and shall not be affected.	
	 
	
8.3      		
In case of occurrence of any litigation, arbitration or other demand which may have an adverse effect on the interest of Pledgors or Pledgee under the Transaction Agreements and hereunder or on the Pledged Property,
Pledgors undertake to notify Pledgee in writing as soon as practical and in a timely manner and upon reasonable request of Pledgee, take all necessary measures to ensure the pledge interest of Pledgee in the Pledged Property.	
	 
	
8.4      		
Pledgors shall not conduct or permit any act or action which may have an adverse effect on the interest of Pledgee under the Transaction Agreements and hereunder or on the Pledged Property.	
	 
	
8.5      		
Pledgors guarantee that they shall, upon reasonable request of Pledgee, take all necessary measures and execute all necessary documents (including but not limited to the supplementary agreement hereto) so as to ensure the
pledge interest of Pledgee in the Pledged Property and the exercise and realization of such rights thereof. Pledgors ensure that the procedures for convening meetings, the voting method and the contents of the shareholders meetings and/or the board
meetings convened for the purposes of execution of this Agreement, creation and exercise of the pledge right shall not be in violation of laws, administrative regulations or the articles of association of the Company.	
	 
	
8.6      		
In the event of any transfer of any Pledged Property resulting from the exercise of the right to the pledge hereunder, Pledgors guarantee that they shall take all necessary measures for the realization of such
transfer.	
	 



Article 9 Change of Circumstances  


As supplement to and not in violation of other terms hereof and of the Transaction Agreements, in the event of the promulgation or change of any PRC Laws, or change in interpretation or application thereof, or change of the
relevant registration procedures at any time, Pledgee considers that the continuous effectiveness of this Agreement and/or disposal of the Pledged Property in the way provided herein shall be illegal or in conflict with such laws, Pledgors shall,
upon the written direction of Pledgee and pursuant to its reasonable request, promptly take any action and/or execute any agreement or other document, so as to: 

	
(1)      		
remain the effectiveness of this Agreement;	
	 
	
(2)      		
facilitate the disposal of the Pledged Property in the manner provided herein; and/or	
	 
	
(3)      		
maintain or realize the purposes hereof or the guarantee established in	
	 



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accordance herewith. 


Article 10 Effectiveness and Term of This Agreement  

	
10.1      		
This Agreement shall become effective upon the satisfaction of all of the following conditions:	
	 
	 	
(1)      		
this Agreement is duly executed by each of the Parties; and	
	 
	 	
(2)      		
the Equity Pledge hereunder has been lawfully recorded in the shareholders register of the Company.	
	 
	 	
Pledgors shall provide to Pledgee the registration certificate of the Equity Pledge in the aforesaid shareholders register in a manner satisfactory to Pledgee.	
	 
	
10.2      		
This Agreement shall remain effective until the full performance of the Contractual Obligations or the full discharge of the Guaranteed Liabilities.	
	 



Article 11 Notice 

	
11.1      		
Any notice, request, demand and other correspondences required by or made in accordance with this Agreement shall be in writing and delivered to the relevant Parties.	
	 
	
11.2      		
The above notice or other correspondences shall be deemed to have been delivered upon delivery when it is transmitted by facsimile; or upon handed over to the receiver when it is delivered if delivered in person; or on the
fifth (5) day after posting when it is delivered by mail.	
	 



Article 12 Miscellaneous  

	
12.1      		
Subject to PRC Laws, Pledgee may, upon notice to Pledgors, and without consent from Pledgor, assign Pledgee’s rights and/or obligations hereunder to any third party; however, Pledgors may not, without Pledgee’s
prior written consent, assign their rights, obligations or liabilities hereunder to any third party.	
	 
	 	
Successors or permitted assignees (if any) of Pledgors shall continue to perform the obligations of Pledgors hereunder.	
	 
	
12.2      		
This Agreement is made in Chinese in three (3) counterparts with each Party retaining one (1) counterpart thereof, and additional counterparts (if necessary) may be executed accordingly for the purpose of registration or
filing.	
	 
	
12.3      		
The execution, effectiveness, performance, amendment, interpretation and termination of this Agreement shall be governed by PRC Laws.	
	 



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12.4      		
Any disputes arising hereunder and in connection herewith shall be settled through consultations between the Parties, and if no agreement regarding such disputes can be reached by the Parties within thirty (30) days of
their occurrence, such disputes shall be submitted to the China International Economic and Trade Arbitration Commission Shanghai Commission for arbitration in Shanghai in accordance with the arbitration rules thereof, and the arbitration award shall
be final and binding on the Parties.	
	 
	
12.5      		
Any rights, powers and remedies entitled to any Party by any provision herein shall not preclude any other rights, powers and remedies entitled to such Party in accordance with laws and other provisions hereunder, and the
exercise of its rights, powers and remedies by a Party shall not preclude its exercise of its other rights, powers and remedies.	
	 
	
12.6      		
The failure to or delay by a Party in exercise of any of its rights, powers and remedies hereunder or in accordance with the laws (the Such Rights”) shall not constitute a waiver thereof nor shall any single or partial waiver of Such Rights preclude the exercise of the same by such Party in other manner and the exercise of other Such Rights.	
	 
	
12.7      		
The headings of each article herein are for reference only, and in no circumstances shall such headings be used in or affect the interpretation of the provisions hereof.	
	 
	
12.8      		
Each provision contained herein shall be severable and independent from any other provisions, and if at any time one term or terms herein shall be held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the other provisions herein shall not be affected thereby.	
	 
	
12.9      		
Any amendments or supplements to this Agreement shall be in writing and shall take effect upon due execution by the Parties hereto.	
	 



12.10 


Subject to the provision of Article 12.1 above, this Agreement shall be binding on the legal successors of the Parties.  


12.11


 At the even date with the date hereof, Pledgors shall sign a power of attorney (as set out in Appendix hereto, the "Power of Attorney") respectively to authorize any person designated by Pledgee (the “Agent”) to sign on their behalf
any and all necessary legal documents for the exercise by Pledgee of its rights hereunder pursuant to this Agreement. Such Powers of Attorney shall be kept by Pledgee and, when necessary, Pledgee may at any time submit the Power of Attorney to the
relevant government authorities.  When and only when a written notice is issued by Pledgee to Pledgors on removal of the Agent, 


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Pledgor shall immediately revoke the entrustment to the existing Agent, and entrust any other person then designated by Pledgor to, on his or her behalf and pursuant to this Agreement, execute any and all legal documents
required for the exercise of the rights hereunder by Pledgee, the new Power of Attorney shall supersede the previous one immediately upon execution.  Except for the above circumstances, Pledgors shall not revoke the Power of Attorney issued to the
Agent. 


Notwithstanding the foregoing, if according to PRC Laws, the articles of association of the Company or the requirements of the relevant government authorities, the documents or the things in relation to the Pledgee’s
exercise of its rights hereunder must be executed or completed by Pledgors, Pledgors shall perform such obligation in a timely manner. 


[The remainder of this page is intentionally left blank] 


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(Signature Page) 


IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date and in the place first set forth above.  


LI ZHI GANG 


Signature: 
_____________
 


LI HUI(


Signature: 
_____________
 

	
WFOE 

(Company chop)  

By: 
_____________
 

Name: 

Position: Authorized Representative 





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Appendix I: 


Basic Information of Shanghai EworldChina Information Technologies Co., Ltd. 


Company Name: Shanghai EworldChina Information Technologies Co., Ltd. 

	
Registered Address: 1088 South Pudong Road, Suite 1202, Shanghai, 

Registered Capital:  Renminbi one million Yuan (RMB 1,000,000) 

Legal Representative: Li Zhi Gang(×¢) 





Shareholding Structure: 

	
Shareholder’s Name 
		
 		
Registered Capital 
		
 		
Percentage of 
	
	
 
		
 		
(RMB) 
		
 		
Contribution 
	
	
Li Zhi Gang (×¢) 
		
 		
RMB800,000 
		
 		
80% 
	
	
Li Hui (‰) 
		
 		
RMB200,000 
		
 		
20% 
	
	
Total 
		
 		
RMB1,000,000 
		
 		
100% 
	




Financial Year:   January1 to December 31 of a calendar year  


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Appendix II: 


Format of the Power of Attorney 


I, 
____________
, hereby irrevocably entrust Mr. Jin Jiafeng 


	
with his 







identity card number 310103197302062418, to be my authorized designee to sign on my behalf all necessary or useful legal documents with respect to the exercise by WFOE of all its rights under the Equity Pledge Agreement
regarding Shanghai 


EworldChina Information Technologies Co., Ltd. 


between it and me. 

	
Signature: 
		
 		
 
	
	
		
		


	
	
Date: 
		
 		
, 2007 
	




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1