Unassociated Document


    EQUITY
      PLEDGE AGREEMENT

    


    This
      Equity Pledge Agreement (this “Agreement”) is entered into in ShenZhen on
      February 08, 2007 between the following parties:

    


    Pledgee:

    Party
      A:
      JingWei HengTong Technology (ShenZhen)  Co., Ltd. (经纬恒通科技(深圳)有限公司
      )

    Registration
      Address: Room 1605 B,Tianan Hi-tech Plaza Tower A,Tian An Cyber Park,Futian
      District,Shenzhen,China

    


    Pledgor:

    Party
      B:
      Mr. JianGuo Du

    ID
      No.
      310104640815041    

    


    Party
      C:
      Ms. AiLing Yin

    ID
      No.
      310104660918042  

    


    Party
      D:
      Ms. GuiLing Yin

    ID
      No.
      410802640601252 

    


    Party
      E:
      ShenZhen JingWei Communication Co., Ltd.(深圳经纬通信技术有限公司)

    Registration
      Address: Tianxiang Building Block A 13th, Tian An Cyber Park, Futian District,
      Shenzhen. 

    


    WHEREAS:

    


    1.
       The
      Party
      A, the Pledgee, a wholly-owned foreign enterprise registered in ShenZhen, the
      People’s Republic of China (hereinafter “PRC”), has been licensed by the PRC
      relevant government authority to carry on the business of development and
      manufacturing of computer programs, technical consulting and service for
      self-produced products, receiving of the construction of internet system, sales
      of self-produced products (except the items not obtained the specified
      approval).

    


    2.
       Party
      E
      is a limited liability company duly incorporated and validly existing under
      the
      PRC law, which is licensed by relevant government authorities to engage in
      the
      internet information service value-added telecommunication service;

    


    3.
       Party
      B,
      Party C and Party D are shareholders of Party E, in which Party B owns 90%,
      Party C owns 8% and Party D owns 2% equity interests of Party E (collectively
      the “Equity Interest”);

    


    4.
       Party A made a loan in an amount of RMB 2,000,000 (hereinafter the “Loan”)
      to Party B, Party C and Party D and Party B, C and D pledged all their equity
      interest in Party E to Party A.

    


    5.
       Party A and Party E executed a “Exclusive Technology Consulting Services
      Agreement” (hereinafter “Technology Consulting Services Agreement” or “Service
      Agreement”) on February 08, 2007 with term of 10 years. Based on this agreement,
      Party E shall pay technical consulting and service fee (hereinafter the
“Technology Consulting Service Fee” or “Service Fee”) to Party A for offering
      technical consulting and service.

    


    
      
        Equity
          Pledge Agreement

      

      
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    6.
       In
      order
      to ensure that Party B, C and D will perform their obligations under the Loan
      Agreement and the Pledgee can normally collect the Technology Consulting Service
      Fee from Party E, Party B, Party C and Party D (the “Pledgors”) agree to pledge
      all their equity interest in Party E as a security for the performance of the
      obligation under the Loan Agreement and payment of the Technology Consulting
      Service Fee under the Technology Consulting Service Agreement. As a result
      of
      the foregoing, Party A (the ‘Pledgee”) and Party B, C and D modified and
      restated the Original Equity Pledge Agreement.

    


    NOW
      THEREFORE, the Pledgee and the Pledgors through mutual negotiations hereby
      enter
      into this Agreement based upon the following terms:

    


    1.
       Definitions
      and Interpretation: Unless otherwise provided in this Agreement, the following
      terms shall have the following meanings:

    


    1.1
       “Pledge”:
      refers to the full content of Article 2 hereunder.

    


    1.2
       “Equity
      Interest”: refers to all the equity interest in Party E legally held by the
      Pledgors.

    


    1.3
       “Rate
      of
      Pledge”: refers to the ratio between the value of the Pledge under this
      Agreement and the total amount of the Service Fee & the Loan.

    


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

    


    1.5
       “Principal
      Agreement”: refers to the Technology Consulting Service Agreement and the Loan
      Agreement.

    


    1.6
       “Event
      of
      Default”: refers to any event in accordance with Article 7.1
      hereunder.

    


    1.7
       “Notice
      of Default”: refers to the notice of default issued by the Pledgee in accordance
      with this Agreement.

    


    2.
       Pledge:
      The Pledgors agree to pledge their equity interest in Party E to the Pledgee
      as
      a security for (i) their obligations under the Loan Agreement and (ii) their
      obligations of Party E under the Technology Consulting Service Agreement. Pledge
      under this Agreement refers to the rights owned by the Pledgee, who shall be
      entitled to a priority in receiving payment by the evaluation or proceeds from
      the auction or sale of the equity interest pledged by the Pledgors to the
      Pledgee.

    


    3.
       Rate
      of
      Pledge and Term of Pledge

    


    3.1
       The
      rate
      of Pledge: The rate of pledge shall be approximately 100%.

    


    3.2
       The
      term
      of Pledge

    


    3.2.1
       Pledge shall take effect as of the date when the equity interest under
      this Agreement is recorded in the Register of Shareholder of Party E and the
      term is two (2) years after the obligations under the Principal Agreements
      will
      have been fulfilled. The parties agree that, if situations allow, they will
      use
      their best efforts to register the pledge with the competent Administration
      for
      Industry and Commerce at the registration venue of the Party E. But the
      Agreement’s effectiveness is not subject to the registration unless the laws of
      China provide otherwise.

    


    
      
        Equity
          Pledge
          Agreement

      

      
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    3.2.2
       During
      the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged
      assets in accordance with this Agreement in the event that Pledgors do not
      perform their obligation under the Loan Agreement and Party E fails to pay
      exclusive technology consulting service fee in accordance with the Technology
      Consulting Service Agreement.

    


    4.
       Physical
      Possession Of Documents

    


    4.1
       During
      the term of Pledge under this Agreement, the Pledgors shall deliver the physical
      possession of their Certificate of Capital Contribution and the Name List of
      Shareholder of Party E to the Pledgee within one (1) week as of the date of
      conclusion of this Agreement.

    


    4.2
       The
      Pledgee shall be entitled to collect the dividends for the equity
      interest.

    


    4.3
       The
      Pledge under this Agreement will be recorded in the Register of Shareholder
      of
      Party E.

    


    5.
       Representation
      and Warranty of Pledgors

    


    5.1
       The
      Pledgors are the legal owners of the equity interest pledged.

    


    5.2
       The
      Pledgors do not pledge the equity interest or the equity interest is not
      encumbered to any other person except for the Pledgee.

    


    6.
       Promises
      of Pledgors

    


    6.1
       During
      the effective term of this Agreement, the Pledgors promise to the Pledgee for
      its benefit that the Pledgors shall:

    


    6.1.1
       Not
      transfer or assign the equity interest, 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;

    


    6.1.2
       Comply
      with and implement laws 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 (5) days upon
      receiving such notices, orders or suggestions; 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 its right, and any events or any
      received notices which may change the Pledgor’s any warranty and obligation
      under this Agreement or affect the Pledgor’s performance of its obligations
      under this Agreement.

    


    
      
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          Pledge
          Agreement

      

      
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    6.2
       The
      Pledgors agree that the Pledgee’s right to the Pledge obtained from this
      Agreement shall not be suspended or inhibited by any legal procedure launched
      by
      the Pledgor or any successors of the Pledgor or any person authorized by the
      Pledgor or any such other person.

    


    6.3
       The
      Pledgors promise to the Pledgee that in order to protect or perfect the security
      for the payment of the Loan and the Service Fee, the Pledgors shall execute
      in
      good faith and cause other parties who have interests in the pledge to execute
      all the title certificates, contracts, and perform actions and cause other
      parties 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
       The
      Pledgors promise to the Pledgee that they will execute all amendment documents
      (if applicable and necessary) in connection to the Certificate of Equity
      Interest with the Pledgee or its designated person (natural person or a legal
      entity), and provide the notice, order and decision to the Pledgee by who
      considers to be necessary within reasonable time.

    


    6.5
       The
      Pledgors promise to the Pledgee that they will comply with and perform all
      the
      guarantees, covenants, warranties, representations and conditions for the
      benefits of the Pledgee. The Pledgors shall compensate all the losses suffered
      by the Pledgee for the reasons that the Pledgors do not perform or fully perform
      their guarantees, covenants, warranties, representations and
      conditions.

    


    7.
       Event
      Of
      Default

    


    7.1
       The
      following events shall be regarded as the events of default:

    


    7.1.1
       Pledgors
      fail to perform the obligations under the Loan Agreement;

    


    7.1.2
       Party
      E
      fails to make full payment of the Service Fee as scheduled under the Service
      Agreement;

    


    7.1.3
       The
      Pledgor makes any material misleading or mistaken representations or warranties
      under Article 5 herein, and/or the Pledgor breaches any warranties under Article
      5 herein;

    


    7.1.4
       The
      Pledgor breaches the covenants under Article 6 herein;

     

    7.1.5
       The
      Pledgor breaches the term or condition herein;

    


    7.1.6
       The
      Pledgor waives the pledged equity interest or transfers or assigns the pledged
      equity interest without prior written consent from the Pledgee;

    


    7.1.7
       The
      Pledgor’s any external loan, security, compensation, covenants or any other
      compensation liabilities (1) are required to be repaid or performed prior to
      the
      scheduled date due to breach; or (2) are due but can not be repaid or performed
      as scheduled and thereby cause the Pledgee to believe that the Pledgor’s
      capacity to perform the obligations herein is affected;

    


      7.1.8
       Party
      E
      is incapable of repaying the general debt or other debt;

    


      7.1.9
       This
      Agreement is illegal or the Pledgor is not capable of continuing to perform
      the
      obligations herein due to any reason except force majeure;

    


    
      
        Equity
          Pledge
          Agreement

      

      
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    7.1.10
       The
      property of the Pledgor is adversely changed causing the Pledgee to believe
      that
      the capability of the Pledgor to perform the obligations herein is
      affected;

    


    7.1.11
       The
      successors or agents of the Party E are only able to perform a portion of or
      refuse to perform the payment obligation under the Service
      Agreement;

    


    7.1.12
       The
      breach of the other terms by action or inaction under this agreement by the
      Pledgor.

    


    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 event that
      may
      result in the foregoing events has 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
      the
      Pledgor to immediately make full payment of the loan and the outstanding service
      fees under the Service Agreement and other payables or exercise the Pledge
      right
      in accordance with Article 8 herein.

    


    8.
       Exercise
      of the Pledge

    


    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 loan or the
      consulting and service fee under the Service Agreement (whichever date last
      occurs).

    


    8.2
       The
      Pledgee shall give a notice of default to the Pledgor when the Pledgee exercises
      the right of pledge.

    


    8.3
       Subject
      to Article 7.3, the Pledgee may exercise the right of pledge at any time when
      the Pledgee gives a notice of default in accordance with Article 7.3 or
      thereafter.

    


    8.4
       The
      Pledgee is entitled to a priority in receiving payment by the evaluation or
      proceeds from the auction or sale of whole or part of the equity interest
      pledged herein in accordance with legal procedure until the unpaid Service
      Fees
      under the Service Agreement, the outstanding debt and all other payables of
      Pledgors under Loan Agreement are repaid.

    


    8.5
       The
      Pledgor shall not hinder the Pledgee from exercising the right of pledge in
      accordance with this Agreement and shall give necessary assistance so that
      the
      Pledgee could realize his Pledge.

    


    9.
       Assignment

    


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

    


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

    


    
      
        Equity
          Pledge
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      9.3
       The
      Pledgee may transfer or assign his all or any rights and obligations under
      the
      Service Agreement and Loan Agreement to any individual specified by it (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 as if the
      assignee is a party hereto. When the Pledgee transfers or assigns the rights
      and
      obligations under the Service Agreement and Loan Agreement, and such transfer
      shall only be subject to a written notice serviced to Pledgors, and at the
      request of the Pledgee, the Pledgors shall execute the relevant agreements
      and/or documents with respect to such transfer or assignment.

    


      9.4
       After
      the
      Pledgee’s change resulting from the transfer or assignment, the new parties to
      the pledge shall execute a new pledge contract.

    


    10.
       Effectiveness
      and Term: The agreement is effective as of the date first set forth above and
      from the date when the pledge is recorded on the Register of Shareholder of
      Party E. This Agreement will replace the Original Equity Pledge Agreement upon
      its effectiveness.

    


    11.
       Termination:
      This Agreement shall not be terminated until the loan under the Loan Agreement
      and the service fees under the Technology Consulting Service Agreement are
      paid
      off and the pledgors will not undertake any obligations under the Loan Agreement
      and Party E will not undertake any obligations under the Service Agreement
      any
      more, and the Pledgee shall cancel or terminate this Agreement within reasonable
      time as soon as practicable.

    


    12.
       Formalities
      Fees And Other Charges

    


      12.1
       The
      Pledgors shall be responsible for all the fees and actual expenses 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 in accordance with the laws, the Pledgor shall fully indemnify the Pledgee
      such taxes paid by the Pledgee.

    


      12.2
       The
      Pledgors 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 Pledge) incurred
      by
      the Pledgor for the reason that the Pledgors fail to pay any payable taxes,
      fees
      or charges for other reasons which cause the Pledgee to recourse by any means
      or
      ways.

    


    13.
       Force
      Majeure

    


      13.1
       Force
      Majeure, which includes but not limited to acts of governments, acts of nature,
      fire, explosion, typhoon, flood, earthquake, tide, lightning, war, refers to
      any
      unforeseen events beyond the 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 effected
      party by Force Majeure shall notify the other party of such event resulting
      in
      exemption promptly.

    


      13.2
       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 responsible for 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 prevented by 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.

    


    
      
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    14.
       Confidentiality:
      The parties of this agreement acknowledge and make sure that all the oral and
      written materials exchanged relating to this contract are confidential. All
      the
      parties have to keep them confidential and can not disclose them to any other
      third party without other parties’ prior written approval, unless: (a) the
      public know and will know the materials (not because of the disclosure by any
      contractual party); (b) the disclosed materials are required by laws or stock
      exchange rules; or (c) materials relating to this transaction are disclosed
      to
      parties’ legal consultants or financial advisors, however, who have to keep them
      confidential as well. Disclosure of the confidential by Employees or hired
      institutions of the parties is deemed as the act by the parties, therefore,
      subjecting them to liability.

    


    15.
       Dispute
      Resolution

    


      15.1
       This
      Agreement shall be governed by and construed in accordance with the PRC
      law.

    


      15.2
       The
      parties shall strive to settle any dispute arising from the interpretation
      or
      performance, or in connection with this Agreement through friendly consultation.
      In case no settlement can be reached through consultation, each party can submit
      such matter to China International Economic and Trade Arbitration Commission
      (“CIETAC”) for arbitration. The arbitration shall follow the current rules of
      CIETAC, and the arbitration proceedings shall be conducted in Chinese and shall
      take place in Beijing. The arbitration award shall be final and binding upon
      the
      parties.

    


    16.
       Notice:
      Any notice which is given by the parties hereto for the purpose of performing
      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 facsimile and telex from time to
      time.

    


    17.
       Entire
      Contract: Notwithstanding Article 10, all parties agree that this Agreement
      constitute the entire agreement of the Parties with respect to the subject
      matters therein upon its effectiveness and supersedes and replaces all prior
      oral and/or written agreements and understandings (including but not limited
      to
      the Original Equity Pledge Agreement) relating to this Agreement.

    


    18.
       Severability:
      Any provision of this Agreement which is invalid or unenforceable because of
      inconsistent with the relevant laws shall, as to that jurisdiction, be
      ineffective to the extent of such invalidity or unenforceability, without
      affecting in any way the remaining provisions hereof.

    


    19.
       Appendices:
      The appendices to this Agreement are entire and integral part of this
      Agreement.

    


    20.
       Amendment
      or Supplement

    


    
      
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     20.1
       Parties
      may amend and supply this Agreement with a written agreement. The amendment
      and
      supplement duly executed and signed by Both Parties shall be part of this
      Agreement and shall have the same legal effect as this Agreement.

    


      20.2
       This
      agreement and any amendments, modification, supplements, additions or changes
      hereto shall be in writing and come into effect upon being executed and sealed
      by the parties hereto.

    


    21.
       Copies
      of
      the Agreement: This Agreement is executed by English in 5 copies; each Party
      holds one and each original has the same legal effects.

    


    Appendix:

    


    1.
       Resolution
      of the General Shareholders’ Meeting of ShenZhen JingWei Communication Co.,
      Ltd.

    


    2.
       Register
      of Shareholders of ShenZhen JingWei Communication Co., Ltd.

    


     

    Pledgee:
      

    Party
      A:
      JingWei HengTong Technology (ShenZhen)  Co., Ltd. 

    Legal
      Representative/Authorized Representative:

       

    Seal:

    


    Pledgor:

    Party
      B:
      Mr. JianGuo Du

    


    Signature:

    


    Party
      C:
      Ms. AiLing Yin

    


    Signature:

    


    Party
      D:
      Ms. GuiLing Yin

    


    Signature:

    


    Party
      E:
      ShenZhen JingWei Communication Co., Ltd.

    Legal
      Representative/Authorized Representative:

       

    Seal:

     

    
      
        Equity
          Pledge
          Agreement

      

      
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    Appendix
      1:

    


    Resolution
      of the General Shareholders’ Meeting of ShenZhen JingWei Communication Co.,
      Ltd.

    


    As
      for
      the Modified and Restated Equity Pledge Agreement executed on February 08,
      2007
      between the shareholders of ShenZhen JingWei Communication Co., Ltd. (the
“Company”) and JingWei HengTong Technology (ShenZhen)  Co., Ltd., the
      General Shareholders’ meeting of the Company made a resolution unanimously as
      follows:

    


    Approve
      the shareholders of the Company to pledge all their equity interest of the
      company to JingWei HengTong Technology (ShenZhen)  Co., Ltd..

    


    The
      resolution was executed and submitted on February 08, 2007 by the following
      shareholders:

    


    Mr.
      JianGuo Du

    


    Signature:

    


    Ms.
      AiLing Yin

    


    Signature:

    


    Ms.
      GuiLing Yin

    


    Signature:

    


    
      
        Equity
          Pledge Agreement

      

      
        9