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 Group Co., Ltd.
(“Party B”)
Address: No. C2
Floor 23, No.4 Shanghai Road, Zhongshan District, Dalian
(each a “
Party ” and collectively the “
Parties ”)
|
|
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”).
|
|
|
The Pledgor, a
local citizen of the People’s Republic of China (the “
PRC ”), who holds 51% 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.
|
|
|
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.
|
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:
|
1.1
|
Pledge means
the full meaning assigned to that term in Article 2 of this
Agreement.
|
|
1.2
|
Equity Interest
means the 51% 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;
|
|
1.3
|
Rate of Pledge
means the ratio between the value of the pledge under this
Agreement and the technical consulting fees under the Service
Agreement.
|
|
1.4
|
Term of Pledge
means the period provided for under Article 3.2
hereunder.
|
|
1.5
|
Service
Agreement means the Exclusive Technical Consulting and Service
Agreement entered into by and between [DALIAN WINLAND INTERNATIONAL
LOGISTICS CO., LTD.] and the Pledgee.
|
|
|
Event of
Default means any event in accordance with Article 7
hereunder.
|
|
|
Notice of
Default means the notice of default issued by the Pledgee in
accordance with this Agreement.
|
|
2.1
|
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.
|
|
|
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.
|
Article
3 Rate of Pledge and Term of Pledge
The Rate of
Pledge shall be 100% under this Agreement.
|
|
3.1.1
|
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.].
|
|
|
3.1.2
|
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.
|
Article
4 Physical Possession of Documents
|
4.1
|
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.
|
|
4.2
|
The Pledgee
shall be entitled to collect the dividends from the Equity
Interest.
|
Article
5 Representations and Warranties of Party B
|
5.1
|
Party B is the
legal owner of the Equity Interest.
|
|
|
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.
|
|
|
Except as
otherwise provided hereunder, the Pledgee shall be entitled to
exercise, dispose of or assign the Pledge in accordance with this
Agreement.
|
|
|
The Pledgor
shall not pledge or encumber the Equity Interest to any other
person except for the Pledgee.
|
Article
6 Covenant of the Pledgor
|
|
During the
effective term of this Agreement, the Pledgor covenants to the
Pledgee that the Pledgor shall:
|
|
|
6.1.1
|
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.
|
|
|
|
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.
|
|
|
|
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.
|
|
6.2
|
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..
|
|
|
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 th
|
|
