Exhibit
10.2
Translation of Pledge Contract
Contract
No.: Shenping Bank (China Resources Center)
Pledge
No.: (2008) A10011101340800005
Party
A (Pledgor): Dongguan
Diguang Electronic Science and Technology Co.,
Ltd.
Location
(Address): Industrial Area, Hongmenshan, Changshantou, Qingxi
County, Dongguan
Legal
Representative: Song Yi
Tel.:
26553580
Party
B (Pledgee): Shenzhen Ping An Bank Co Ltd( Shenzhen City
Crossing Sub-branch
Location
(Address): 1st Floor, Mix Shopping Mall, No. 1881, Bao An Nan
Road, Shenzhen, PRC
Legal
Representative (Person In Charge): Zeng Dongping
Tel.:
82668238
Pursuant
to Contract law, Guaranty Law and the relevant laws and
regulations, both Party A and Party B reach this Agreement
after unanimous consultation.
Clause
One Pledge and Pledge Obligation
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1.1
Party A wishes to provide the maximum guaranty pledge for the
occurred debts within the credit availability period and the
fixed credit line under the comprehensive credit line
agreement (hereinafter referred to as the Contract) ----
Shenping Bank (China Resources Center) Credit No.: (2008)
A10011101340800005 under pledge of Factory Buildings A, B,
Office Buildings, Dormitory Building and Cadre Building (No.:
C4956850 / C4956849 / C4956848 / C4956851 / C4956852)
(hereinafter referred to as the Pledge). Both Parties agree to
provide the guaranty with the Pledge simultaneously for the
occurred debts under the corresponding Shenping Bank (China
Resources Center) Credit No.: (2008)
A10011101340800005.
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See
the attached “Pledge List” and Certificate of
Pledge Rights for the details of pledge, and the attachments
are inseparable part of the Contract.
1.2
The maximum principal amount of the creditor’s rights in
pledge guaranty is RMB40,000,000 (say, RMB forty million). The
scope of guaranty is the principal of creditor’s rights,
interest, compound interest, penalty interest, penalty for
breach and damages as well as various fixed expenses under the
. The value of the Pledge is fixed at the time when the pledge
rights are realized. When the pledge rights are realized,
Party A will be responsible for the guaranty under the Main
Contract for the value of the pledge rights.
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1.3
The pledge that Party A provides is an independent pledge.
Regardless of the availability of guaranty (including the
debtor under the Main Contract) provided by the guarantors,
Party B has the priority right of requesting Party A to take
responsibility for the guaranty. If Party B waives the
exercise right to the guaranty (including the guaranty
provided by creditor) or the guaranty provided by other
guarantors, Party A will remain responsible for all guarantees
agreed to in the Contract.
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1.4
The Contract is an irrevocable contract.
1.5
The force of the Contract is independent of the Main Contract.
The contract remains valid even if the Main Contract or part
of its clauses are void.
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1.6
Within the period of the Contract, the original copy of the
Certificate of Pledge Rights is kept by Party B. After the
debtor settles all the principal, interest and expenses of the
creditor’s right under the Contract., the pledge rights
will be automatically invalidated and Party B will return the
original copy of the Certificate of Pledge Rights to Party
A.
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Clause
Two Pledge Registration and Insurance
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2.1
For pledges under the Contract which need to be legally
registered, Party A should go through the pledge registration
formalities in accordance with Party B’s request and
legal regulations, the original copies of such registration
documents are to be kept by Party B. After the debtor settles
all the principal debt, interest and expenses under the
Contract, the pledge registration will be
de-registered.
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2.2
Party B has the right to request Party A to take the insurance
policy for pledge and appoint Party B to be the first
beneficiary.. The insured amount of property will be
determined by the value of the Pledge and the insurance terms
shall not be shorter than the period of debt. If the guaranty
to be provided for pledge is more than one year (excluding
period for one year or less) of medium to long term of credit,
Party A may purchase the insurance policy on the annual
installment basis.
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2.3
Within the validity of the Contract, Party A cannot interrupt
or revoke the insurance policy. If the insurance is
interrupted, Party B has the right to purchase insurance on
behalf of Party A, for which all the expenses will be borne by
the latter.
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2.4
Party A should pay the insurance premium on time and implement
the obligations indicated in the insurance
contract.
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2.5
Before settling all the principal debt ,interest and expenses
under the Contract, Party A must renew the insurance policy in
accordance with Clause 2.2, otherwise, Party B has the right
to renew the insurance policy, for which expenses will be
borne by Party A.
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2.6
The original copy of the insurance policy will be kept by
Party B and will be returned to Party A after the debtor
settles all the principal debt, interests and expenses under
the Main Contract.
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| Clause Three Pledgor’s
warranties and undertaking |
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3.1
Party A has read the Main Contract carefully and confirmed all
the clauses. There will be no need for Party A to confirm
single credit line agreement and business certificate if it
does not exceed the provisions of the Main
Contract.
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3.2
Party A undertakes: there will be no need for Party A to agree
the modifications on the Main Contract made by Party B and the
debtor, Party A will continue to undertake the guaranty
responsibility for the modified Main Contract. But for an
increase in the debt principal increase and the increase of
the debt term, if the written approval has not been obtained
from Party A, Party A will still undertake the guaranty
responsibility for the amount and term stipulated in the
original contract.
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3.3
Party A has obtained all proper authorization and approval for
the purposes of signing this Agreement. The signing of this
Agreement will not violate any agreements or undertakings made
with any third parties.
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3.4
Except for any matters notified to Party B in writing before
signing of this Agreement, Party A does not have in existence
any significant lawsuit, arbitration, action, litigation,
legal review and other matters which would adversely affect
the performance of this Agreement.
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| 3.5 Party A legally owns the Pledge
without any legal dispute. Before the signing of the Contract,
there is no pledge to any third party (excluding the pledge of the
balance). |
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3.6
Without written approval of Party B, Party A is not allowed to
assign, grantor set security interests with respect to the
Pledge.
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3.7
Party A should honestly report to Party B about the status of
lease of the Pledge for lease, if a lease is made. Party A
should provide a written notice to Party B accompanied with
the executed leas
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