EQUITY INTEREST PLEDGE AGREEMENT
THIS EQUITY INTEREST PLEDGE
AGREEMENT
(“ Agreement
”) is entered into by and between the following parties on
March 31, 2008:
Pledgee: Beijing Huate Xingye Keji Co., Ltd.
(“Party A”)
Registered
address: Room 5107, Shenchang Building, 51 Zhichun Road, Haidian
District, Beijing
Pledgor: Dalian Winland Shipping Co., Ltd.
(“Party B”)
Address: No. 4
Shanghai Road, Zhongshan District, Dalian
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The Pledgee is
a wholly foreign-owned enterprise duly established and valid
existing under the PRC laws. The Pledgee and [ Dalian
Winland International Logistics Co., Ltd. ] owned by the
Pledgor entered into Exclusive Technical Consulting and Service
Agreement on [March 31, 2008] (the “ Service
Agreemen t”).
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The Pledgor, a
local citizen of the People’s Republic of China (the “
PRC ”), who holds 41.5% equity interest of
[DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.], which is a
limited liability company duly established and valid existing in
Beijing under the laws of PRC.
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Pursuant to the
Service Agreement, [DALIAN WINLAND INTERNATIONAL LOGISTICS CO.,
LTD.] shall make certain payments to the Pledgee in consideration
of the services and consultant provided by the Pledgee thereunder.
In order to ensure that the Pledgee collects technical fee from
[DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.], the Pledgor is
willing to pledge all its equity interest in [DALIAN WINLAND
INTERNATIONAL LOGISTICS CO., LTD.] to the Pledgee as a security for
the Pledgee to collect the technical consulting and service fees
under the Service Agreement.
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NOW
THEREFORE, through
mutual negotiations, the Parties hereto agree as
follows:
Unless it is
otherwise stipulated, for the purpose of this Agreement, the
following terms shall have the following meanings:
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Pledge means
the full meaning assigned to that term in Article 2 of this
Agreement.
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Equity Interest
means the 47.6% equity interest (the “ Equity
Interest ”) in [DALIAN WINLAND INTERNATIONAL
LOGISTICS CO., LTD.] legally held by the Pledgor and all the other
equity interest which might be further held by the
Pledgor;
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Rate of Pledge
means the ratio between the value of the pledge under this
Agreement and the technical consulting fees under the Service
Agreement.
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Term of Pledge
means the period provided for under Article 3.2
hereunder.
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Service
Agreement means the Exclusive Technical Consulting and Service
Agreement entered into by and between [DALIAN WINLAND INTERNATIONAL
LOGISTICS CO., LTD.] and the Pledgee.
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Event of
Default means any event in accordance with Article 7
hereunder .
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Notice of
Default means the notice of default issued by the Pledgee in
accordance with this Agreement.
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Party B agrees
to pledge all its Equity Interest in [DALIAN WINLAND INTERNATIONAL
LOGISTICS CO., LTD.] to the Pledgee as a guarantee for the
technical consulting service fee payable to the Pledgee under the
Service Agreement.
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Pledge under
this Agreement refers to the rights owned by the Pledgee who shall
be entitled to have priority in receiving payment or proceeds from
the auction or sale of the equity interest pledged by the Pledgor
to the Pledgee.
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Article
3 Rate of Pledge and Term of Pledge
The Rate of Pledge shall be 100% under this
Agreement.
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3.1.1
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The Pledge of
the Equity Interest under this Agreement shall take effect as of
the date that the Pledge of the Equity Interest is recorded in the
register of shareholders of [DALIAN WINLAND INTERNATIONAL LOGISTICS
CO., LTD.].
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3.1.2
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During the Term
of Pledge, the Pledgee shall be entitled to foreclose on the Pledge
in accordance with this Agreement in the event that [DALIAN WINLAND
INTERNATIONAL LOGISTICS CO., LTD.] fails to pay exclusive technical
consulting and service fees in accordance with Service
Agreement.
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Article
4 Physical Possession of Documents
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4.1
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During the Term
of Pledge, the Pledgee shall be entitled to possess the
contribution certificate of the Equity Interest (the “
Contribution Certificate ”) and the register
of shareholders of [DALIAN WINLAND INTERNATIONAL LOGISTICS CO.,
LTD.]. The Pledgor shall delivery the Contribution Certificate and
the register of shareholders hereunder to the Pledgee within one
week after the signature date of this Agreement.
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4.2
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The Pledgee
shall be entitled to collect the dividends from the Equity
Interest.
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Article
5 Representations and Warranties of Party B
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Party B is the
legal owner of the Equity Interest.
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Except as
otherwise provided hereunder, the Pledgee shall not be interfered
with by any parties at any time when the Pledgee exercising its
rights in accordance with this Agreement.
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Except as
otherwise provided hereunder, the Pledgee shall be entitled to
exercise, dispose of or assign the Pledge in accordance with this
Agreement.
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The Pledgor
shall not pledge or encumber the Equity Interest to any other
person except for the Pledgee.
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Article
6 Covenant of the Pledgor
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6.1
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During the
effective term of this Agreement, the Pledgor covenants to the
Pledgee that the Pledgor shall:
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Except for the
transfer of the Equity Interest by the Pledgor, Recon Technology,
Co., Limited and [DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.]
as subject to the Exclusive Equity Interest Purchase Agreement
entered into by and among the Pledgor and Recon Technology, Co.,
Limited to transfer the Equity Interest to the Pledgor or the
specified person consigned by the Pledgor (“
Specified Person ”), not transfer or assign
the Equity Interest, create or permit to be created any pledges
which may have an adverse affect on the rights or benefits of the
Pledgee without prior written consent from the Pledgee.
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Comply with and
implement laws and regulation with respect to the right of pledge,
present to the Pledgee the notices, orders or suggestions with
respect to the Pledge issued or made by the competent authority
after 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 the
written consent from the Pledgee.
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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 any of the
Pledgor’s convenants and obligations under this Agreement or
which may affect the Pledgor’s performance of its obligation
under this Agreement.
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6.2
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The Pledgor
agrees that the Pledgee’s right to exercise the Pledge
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 person
authorized by the Pledgor..
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6.3
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The Pledgor
warrants to the Pledgee that in order to protect or perfect the
security over the payment of the technical consulting and service
fees under the Service Agreement, the Pledgor shall execute in good
faith and cause other parties who have interest in the Pledge to
execute all the title certificates, contracts, and/or perform and
cause other parties who have interests to take action as required
by the Pledgee and provide access to exercise the rights and
authorization vested in the Pledgee under this Agreement, and
execute all the documents with respect to the changes or
certificate of the Equity Interest with the Pledgee or the person
(natural person or legal entity) designated by the Pledgee, and
provide all the notices, orders and decisions regarded as necessary
by the Pledgee to the Pledgee within the reasonable
time.
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6.4
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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 in the event that
the Pledgor does not perform or fully perform his guarantees,
covenants, agreements, representations and conditions.
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Article
7 Events of Default
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7.1
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The events
listed below shall be deemed as an event of default:
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[DALIAN WINLAND
INTERNATIONAL LOGISTICS CO., LTD.] fails to make full payments of
the exclusive technical consulting and service fees as scheduled
under the Service Agreement.
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The Pledgor
makes any material misleading or fraudulent representations or
warranties under Article 5 herein, and/or the Pledgor is in
violation of any warranties under Article 5 herein.
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The Pledgor
violates the covenants under Article 6 herein.
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The Pledgor
violates any terms or conditions herein.
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The Pledgor
waives the pledged Equity Interest or transfers or assigns the
pledged Equity Interest without prior written consent of the
Pledgee, except as provided in Article 6.1.1 in this
Agreement.
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Any external
loan, security, compensation, covenants or other compensation
liabilities of the Pledgor’s (1) are required to be repaid or
performed prior to the scheduled date; or (2) are due but cannot be
repaid or performed as scheduled and thereby cause the Pledgee to
deem that the Pledgor’s capacity to perform the obligations
herein is effected.
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The Pledgor is
incapable of repaying its general debt or other debt.
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This Agreement
becomes illegal for the reason of the promulgation of the related
laws or the Pledgor’s incapability of continuing to perform
the obligations herein.
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Any approval,
permits or authorization from the competent authority of the
government needed to perform this Agreement or validate this
Agreement are withdrawn, suspended, invalidated or materially
revised.
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The property of
the Pledgor adversely changed and causes the Pledgee to deem that
the capability of the Pledgor to perform the obligations herein
under this Agreement is effected.
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The successors
or assignees of [DALIAN WINLAND INTERNATIONAL LOGISTICS CO., LTD.]
are only entitled to perform a portion of or refuse to perform the
payment liability under Service Agreement.
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Other
circumstances whereby the Pledgee is incapable of exercising the
right to foreclose on the Pledge in accordance with the related
laws.
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7.2
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Party B should
immediately notice Party A in writing if the Pledgor is aware of or
finds that any event under Article 7.1 herein or any events that
may result in the foregoing events have occurred or are
occurring.
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7.3
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Unless the
Event of Default under Article 7.1 herein has been remedied to the
Pledgee’s satisfaction, the Pledgee, at any time when the
Event of Default occurs or thereafter, may give a written notice of
default to the Pledgor and require the Pledgor to immediately make
full payments of the outstanding service fees under the Service
Agreement and other payables or foreclose on the Pledge in
accordance with Article 8 herein.
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Article
8 Exercise of the Right of the Pledge
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The Pledgor
shall not transfer or assign the Equity Interest without prior
written approval from the Pledgee prior to the full repayment of
the consulting and service fees under the Service
Agreement.
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The Pledgee
shall give the Notice of Default to the Pledgor when the Pledgee
exercises the right of pledge.
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Subject to
Article 7.3, the Pledgee may exercise the right to foreclose on the
Pledge at any time when the Pledgee gives the Notice of Default
pursuant to Article 7.3
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The Pledgee is
entitled to have priority in receiving payment or proceeds from the
auction or sale of whole or part of the Equity Interest pledged
herein in accordance with applicable law until the outstanding
technical consulting and service fees and all other payables under
the Service Agreement are repaid.
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The Pledgor
shall not hinder the Pledgee from foreclosing on the Pledge in
accordance with this Agreement and shall give necessary assistance
so that the Pledgee may effectively realize the value of the
Pledge.
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Article
9 Transfer or Assignment
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The Pledgor
shall not donate or transfer his rights or obligations herein
without the prior written consent from the Pledgee.
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This Agreement
shall be binding upon and inure to the benefit of the successors of
the Pledgor and be effective to the Pledgee and his each successor
and assignee.
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The Pledgee may
transfer or assign his all or any rights and obligations under the
Service Agreement to any person (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, at the
request of the Pledgee, the Pledgor shall execute the relevant
agreements and/or documents with respect to such transfer or
assignment.
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Due to the
Pledgee’s change resulting from the transfer or assignment,
the new parties to the pledge shall re-execute a pledge
contract.
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10.1
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This Agreement
shall not be terminated until the consulting and service fees under
the Service Agreement are paid in full and [DALIAN WINLAND
INTERNATIONAL LOGISTICS CO., LTD.] shall no longer undertake any
obligations under the Service Agreement.
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Article
11 Formalities Fees and Other Expenses
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11.1
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The Pledgor
shall be responsible for all the fees and actual expenditures 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 indemnity such taxes paid by the
Pledge.
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11.2
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The Pledgor
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 the Pledge) incurred by the Pledgor for the
reason that the Pledgor fails to pay any payable taxes, fees or
charges in accordance with this Agreement, or the Pledgee has
recourse to any forgoing taxes, charges or fees by any means for
other reasons.
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12.1
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If the
fulfillment of this Agreement is delayed or blocked due to the
Force Majeure Event, the party affected by such a Force Majeure
Event shall free from any obligation to the extent of delay or
holdback. Force Majeure Event (“Event”) means any event
which is out of control of each party, and which is unavoidable or
insurmountable even the party affected by such event has paid
reasonable attention to it. The Event shall inc
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