Shares Pledge
Agreement
This Agreement
was signed by both parties in Fuzhou, Fujian Province, P.R.C. on
July 25, 2008.
Pledger
(hereinafter referred to as Party A) :
Zhao
Min, A citizen
of P.R.C.,
And the
Identity Card Number: 350111196808040358
Zheng
Minyan, A
citizen of P.R.C.,
And the
Identity Card Number: 350402801017202
Jiangle
Jianlong Mineral Industry Co., Ltd.,
And the
Business License Number: Qi He Ming Zong Fu Zi No.000264
Pledgee (hereinafter
referred to as Party B) :
Green Planet Bioengineering
Co., Ltd.
#666 of Mingdu Mansion, #126, Gong Ye Nan Road,
Sanming City
1. Since the date when this agreement is signed,
the members of Party A are the only shareholders of Sanming Huajian
Bio-Engineering Co., Ltd. (The “Sanming Huajian”), and
hold all of the equity of Sanming Huajian.
2. Party B is a wholly foreign-owned company
established under the laws of P.R.C., and registered at
Administration of Industry and Commerce Bureau of Sanming, with the
legally valid business license number 350400400003046;
3. Sanming Huajian is an enterprise registered
in Sanming City, Fujian Province, and legally existing to date. The
number of its business license is 350400100007408.
4. Sanming Huajian and Party B have signed the
Entrusted Management Agreement dated July 25, 2008 and
Exclusive Option Agreement dated July 25, 2008 .
The management of Sanming Huajian is entrusted to Party B. In order
to protect the interests of Party B, Party A agree to pledge 100%
of the shares of Sanming Huajian they owned to Party B.
5. Party B accepts the pledge of Sanming
Huajian’s 100% shares by Party A.
Therefore , in accordance with applicable laws and
regulations of the People’s Republic of China, the Parties
hereto reach the Agreement through friendly negotiation in the
principle of equality and mutual benefit and abide by.
Article
1 Guaranteed Obligations
The shares are
being pledged to guarantee all of the rights and interests Party B
is entitled to under all related agreements by and between both
parties.
Article
2 Pledged Properties
The pledged
properties are 100% of the shares of Sanming Huajian that are
currently held by Party A and the proceeds thereof.
Article
3 Scope of Guaranteed Obligations
The scope of
the guaranteed obligations is all rights and interests Party B is
entitled to in accordance with all the agreements signed
by