Exhibit 10.78
English Translation of Chinese
Language Agreement
Equity Interest Pledge
Agreement
Pledgor: Pypo Holdings (HK) Company Limited, a Hong Kong
incorporated holding company whose registered office is at
48 th
Floor, Bank of China Tower,
1 Garden Road, Central, Hong Kong. Legal Representative: Kam
Yuen. Title: Director. Nationality: People’s Republic of
China (“PRC”).
Pledgee: NEDERLANDSE FINANCIERINGS-MAATSCHAPPIJ VOOR
ONTWIKKELINGS LANDEN N.V., a Netherland incorporated company having
its registered office at Anna van Saksenlaan 71, 2593 HW, The
Hague, The Netherlands. The authorized representatives of the
Pledgee of this cooperation are T.F.BAKELS, Manager of the Private
Equity Department, and S.E.L.LEIJTEN, Manager of Legal Department
of Finance Business, both Netherlandar.
The Pledgor and the Pledgee are each
hereinafter referred to individually as a “Party” and
collectively as the “Parties”.
WHEREAS:
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1.
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The Pledgor and
the Pledgee have entered into the Term Facility Agreement dated
January 30, 2009, pursuant to which the Pledgee has agreed to
make loans of EUR 15,000,000 to the Pledgor (the “Term
Facility Agreement”).
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2.
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BEIJING PYPO
TECHNOLOGY GROUP COMPANY LIMITED is a PRC registered wholly foreign
owned company, whose registered office is at South Wing of the Main
Building, Building 15, Zhongli, Cuiwei Community, Wanshou Road,
Haidian District, Beijing, PRC (“Pypo Beijing”). The
Pledgor has wholly contributed and holds the registered capital of
Pypo Beijing in the amount of RMB 700,000,000, which represents
100% of the registered capital of Pypo Beijing.
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3.
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The Pledgor
desires to pledge all of its equity interest in Pypo Beijing in
favour of the Pledgee to secure the performance of the obligations
under the Term Facility Agreement.
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NOW THEREFORE, through mutual
consultation, the Parties agree to the following with respect to
the equity interest pledge by the Pledgor as a security
method:
Article 1 The subject matter of this pledge shall be the
100% equity interest of Pypo Beijing held by the Pledgor,
representing contributed capital of Pypo Beijing in the amount of
RMB 700,000,000, which, as at the date hereof, accounts for 100% of
the registered and contributed capital of Pypo Beijing. The
creditor’s rights secured by such equity interest pledge
shall be EUR15,000,000 (the “Secured Creditor’s
Rights”).
Article 2 The term of the equity interest pledge hereunder
shall be from the date when the equity interest pledge hereunder is
established to the date when the Secured Creditor’s Rights is
fully discharged.
Article 3 The Pledgor shall obtain the written consent of
the board of directors of Pypo Beijing with respect to the equity
interest pledge hereunder and shall apply for approval of such
equity interest pledge
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with the competent approval authorities and
register such equity interest pledge with the competent
registration authorities. The Pledgee shall make available the loan
of EUR 15,000,000 to the Pledgor within 10 days after the equity
interest pledge is approved by the competent approval
authorities.
Article 4 The Pledgee shall have the right to dispose the
equity interest pledged hereunder to the extent permitted by the
applicable laws if any of the following occurs, and the proceeds
and interests from such disposition shall be first applied to
discharge the Secured Creditor’s Rights:
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(1)
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The Pledgor
does not pay the principal, interests and/or other expenses on the
due date;
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(2)
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The Pledgor is
announced to be dissolved, liquidated or bankrupt;
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(3)
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The Pledgor has
conducted any other act which has violated any provisions of this
agreement and resulted in any losses to the Pledgee.
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Article 5 During the term of the pledge hereunder, the
Pledgor shall be entitled to all the dividends, interests and other
capitals, as well as all the rights associated with the pledged
equity interest. All the obligations, liabilities and risks in
connection with the pledged equity interest shall also be assumed
by the Pledgor.
Article 6 Any amendment or supplement to this agreement
between the Parties shall be approved by the competent approval
authorities and registered with the competent registration
authorities.
Article 7 Any non-performance of this agreement by either
Party will constitute the breach of this agreement. The breaching
Party shall assume the liabilities for breach of this agreement and
compensate any losses incurred by the non-breaching Party. If the
Pledgor is in breach of this agreement, to the extent permitted by
applicable laws, the Pledgee may auction, sell or transfer the
pledged equity interest or any part of it and shall be entitled to
apply the proceeds of such auction, sale or transfer
