股权质押协议(Eng)-C&F.doc
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1、Equity Pledge Agreementof 【】by and among【】【】and【】December31, 2010Equity Pledge AgreementThis Equity Pledge Agreement (the “Agreement”) is entered into by the following parties on December31, 2009 in Beijing, the Peoples Republic of China (“PRC” or “China”):(1)【】ID No.:(2) 【】ID No.:(【】and【】are referr
2、ed to hereinafter individually as a “Pledgor” and collectively as “Pledgors”)and(3) 【】(“Pledgee”) Registered Address: 【】, Beijing,China Legal Representative: Liu ShuangEach of the foregoing parties is referred to hereinafter individually as a “Party” and collectively as “Parties”.WHEREAS:(1) Pledgor
3、s are shareholders on record of【】 (the “Company”, with its registered address at【】, Beijing100081China and its legal representative being【】) holding all the equity interest in the Company (the “Company Equity”); and as of the date hereof, the amount of capital contributed and the percentage of share
4、s held by each Pledgor in the registered capital of the Company are set forth in Exhibit1 hereto;(2) Pursuant to the Loan Agreement dated December31, 2010 by and between Pledgee and Pledgors (the “Loan Agreement”), Pledgee advanced a loan in the aggregate amount of RMB10 million to Pledgors;(3) Purs
5、uant to the Exclusive Equity Option Agreement dated December31, 2010 by and among Pledgors, Pledgee and the Company (the “Equity Option Agreement”), Pledgors shall at Pledgees request transfer their equity interests in the Company, in whole or in part, to Pledgee and/or its designated entity or indi
6、vidual to the extent permitted by the PRC Law;(4) Pursuant to the Voting Right Entrust Agreement dated December31, 2010 by and among Pledgee, the Company and Pledgors (the “Voting Right Entrust Agreement”), certain individuals designated by Pledgee have been fully entrusted by Pledgors to exercise o
7、n their behalf all the voting rights Pledgors enjoy as shareholders of the Company;(5) Pursuant to the Exclusive Technical Consulting and Service Agreement dated December31, 2010 by and between Pledgee and the Company (the “Service Agreement”), Pledgee has been engaged by the Company exclusively to
8、provide the Company with relevant technical license and technical support services, for which the Company will pay Pledgee corresponding license and services fees; and(6) as a collateral security for the performance of the Contractual Obligations (defined below) by Pledgors and the Company and for t
9、he discharge of the Secured Liabilities (defined below), Pledgors agree to pledge all the Company Equity held by Pledgors to Pledgee and give Pledgee a first priority right of compensation.NOW, THEREFORE, the Parties have agreed as follows upon friendly consultation:ARTICLEONEDEFINITION1.1 Unless ot
10、herwise interpreted pursuant to the terms or context herein, each of the terms used herein shall have the meaning ascribed to it below:“Collateral” shall mean all the Company Equity which Pledgors legally hold as of the date hereof and will pledge to Pledgee pursuant to this Agreement as a collatera
11、l security for the performance of the Contractual Obligations by Pledgors and the Company (the specific equity interests of each Pledgor to be so pledged are set forth in Exhibit1 thereto), as well as additional capital contributions made and dividends distributed pursuant to Sections 2.6 and 2.7 he
12、reof.“Contractual Obligations” shall mean all contractual obligations of Pledgors under the Equity Option Agreement, the Voting Right Entrust Agreement, the Loan Agreement, and this Agreement as well as all contractual obligations of the Company under the Equity Option Agreement, the Voting Right En
13、trust Agreement, and the Service Agreement.“Event of Default” shall mean any of the following event: (i)any breach by any Pledgor of any of its Contractual Obligations under the Equity Option Agreement, the Loan Agreement, the Voting Right Entrust Agreement, or this Agreement; (ii)any breach by the
14、Company of any of its Contractual Obligations under the Equity Option Agreement, the Voting Right Entrust Agreement or the Service Agreement; or (iii)any of the Equity Option Agreement, the Loan Agreement, the Voting Right Entrust Agreement, the Service Agreement or this Agreement is rendered invali
15、d or unenforceable on account of change(s)to any PRC Law or the promulgation of new PRC Law(s)or otherwise and no alternative arrangement can be found by Pledgee for the realization of its purposes under the Transaction Documents.“Equity Pledge” shall have the meaning ascribed to it in Section2.2 he
16、reof.“Power of Attorney” shall have the meaning ascribed to it in Section12.12 hereof.“PRC Law” shall mean the then current PRC laws, regulations, rules, local stipulations, interpretations and other normative documents with binding force.“Rights” shall have the meaning ascribed to it in Section12.7
17、 hereof.“Secured Liabilities” shall mean any and all direct, indirect, incidental losses and loss of foreseeable profit of Pledgee as a result of any Event of Default of Pledgor(s)and/or the Company, the amount of which may to be determined by Pledgee in its absolute discretion to the extent permitt
18、ed by the PRC Laws and to which Pledgor(s)shall be subject, as well as all costs and expenses incurred by Pledgee in enforcing the Contractual Obligations of Pledgor(s)and/or the Company.“Transaction Documents” shall mean the Equity Option Agreement, the Loan Agreement, the Voting Right Entrust Agre
19、ement and the Service Agreement.1.2 Any reference herein to any PRC Law shall be deemed:(1) to include amendments, revisions, additions and updates to such PRC Law, whether enacted prior to or after the execution of this Agreement; and(2) to include other decisions, notices and rulespromulgated or e
20、nacted in accordance with the provisions of such PRC Law.1.3 Unless otherwise stated herein, references to articles, sections, subsections and paragraphs herein shall mean Articles, Sections, Subsections and Paragraphs of this Agreement.ARTICLETWOEQUITY PLEDGE2.1 Pledgors hereby agree to pledge to P
21、ledgee the Collateral which Pledgors legally own and of which Pledgors have the right to dispose pursuant to this Agreement as a collateral security for the performance of the Contractual Obligations and the discharge of the Secured Liabilities.2.2 Pledgors shall cause entry of the pledge arrangemen
22、t of the equity interest hereunder (the “Equity Pledge”) onto the shareholder register of the Company on the date hereof, provide the entry document thereof to Pledgee in form satisfactory to it, and issue to Pledgee a certification document evidencing that the Equity Pledge has been registered with
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