Exhibit 10.80
English Translation of Chinese
Language Agreement
Equity Interest Pledge
Agreement
This Equity Interest Pledge
Agreement (this “Agreement”) has been executed by and
among the following parties on March 3, 2009 in Beijing, the
People’s Republic of China (“China” or the
“PRC”):
1. Pledgee: Beijing Pypo
Technology Group Company Limited (hereinafter the “Pledgee” or
“Party A”)
Address: South Wing of the Main
Building, Building 15, Zhongli, Cuiwei Community, Wanshou Road,
Haidian District, Beijing
2. Pledgor:
a) Guan Zhikuan
(hereinafter “Party
B”)
ID No.: 110111197412248013
b) Fei Dongping
(hereinafter “Party
C”)
ID No.: 430602196908171516
3. Company of Which the Equity
Interest Is Pledged: Beijing Feijie Investment Co., Ltd.
(hereinafter “Party
D”)
Address: Room 203, South Wing of the
Main Building, Building 15, Zhongli Cuiwei Community, Haidian
District, Beijing
The Pledgee, Pledgor and Party D are
each hereinafter referred to individually as a “Party”
and collectively as the “Parties”.
WHEREAS:
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1.
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Party D is a
limited liability company registered in Beijing, China.
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2.
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The Pledgee is
a wholly foreign-owned enterprise registered in China. The Pledgee
and Party D wholly owned by the Pledgor have executed an Exclusive
Business Cooperation Agreement on July 28, 2008 (the
“Exclusive Business Cooperation Agreement”);
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3.
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To ensure that
Party D fully performs its obligations under the Exclusive Business
Cooperation Agreement and pay the consulting and service fees
thereunder to the Pledgee when the same become due, the Pledgor
hereby pledges to the Pledgee all of the equity interest he holds
in Party D as security;
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4.
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Party B
contributes RMB5,000,000 to the registered capital of Party D and
holds 100% of the equity interest in Party D.
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5.
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Party C
contributes RMB5,000,000 to the registered capital of Party D and
holds 100% of the equity interest in Party D.
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6.
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Party D hereby
confirms the rights and obligations of the Pledgee and Pledgor
hereunder and is willing to provide assistance to register the
pledge hereunder as necessary.
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In order to perform the terms of the
Exclusive Business Cooperation Agreement, the Parties have mutually
agreed to execute this Agreement upon the following
terms:
1. The Pledge and Subject Matter
of the Pledge
1.1 As collateral security for the
prompt and complete payment when due (whether at stated maturity,
by acceleration or otherwise) of any or all the payments due by
Party D, including without limitation to the consulting and
services fees payable to the Pledgee under the Exclusive Business
Cooperation Agreement, the Pledgor hereby pledges to the Pledgee a
first security interest in all of the Pledgor’s right, title
and interest, whether now owned or hereafter acquired by the
Pledgor, in the equity interest of Party D.
1.2 The subject matter of the pledge
hereunder shall be all the right, title and interest held by each
of the Pledgor in Party D, of which:
a) Party B pledges the equity
interest held by it in Party D in an amount of RMB 5,000,000 to the
Pledgee;
b) Party C pledges the equity
interest held by it in Party D in an amount of RMB 5,000,000 to the
Pledgee.
2. Term of Pledge
2.1 The pledge shall become
effective as of the date when the pledge of the equity interest is
registered with relevant administration for industry and commerce
(the “AIC”). The term of this pledge shall be 10
years.
2.2 In the event that the Exclusive
Business Cooperation Agreement is extended, upon the written
confirmati
