SHARES PLEDGE AGREEMENT BETWEEN GUANGZHOU FLOURISHING BLESSING HENG SENG AGRICULTURAL TECHNOLOGY LIMITED AND CHEN ZHISHENG FOSHAN NANHAI KE DA HENG SHENG AQUATIC CO., LTD. December 2009 GUANGZHOU, CHINA
BETWEEN
GUANGZHOU
FLOURISHING BLESSING ▇▇▇▇ ▇▇▇▇
AGRICULTURAL
TECHNOLOGY LIMITED
AND
▇▇▇▇
▇▇▇▇▇▇▇▇
FOSHAN
NANHAI ▇▇ ▇▇ ▇▇▇▇ SHENG AQUATIC CO., LTD.
December
2009
GUANGZHOU,
CHINA
This
Agreement is executed by on 26 December 2009 in Guangzhou, China.:
Pledgeors (hereinafter
collectively referred to as “Party A”): ▇▇▇▇ ▇▇▇▇▇▇▇▇, a
citizen of PRC with ID Card number of 440622196305103634, owns 100% shares of
Foshan Nanhai ▇▇ ▇▇ ▇▇▇▇ Sheng Aquatic Co., Ltd.;
and
Pledgee (hereinafter referred
to as “Party B”):
Guangzhou Flourishing Blessing ▇▇▇▇ ▇▇▇▇ Agricultural Technology Limited, a
wholly foreign-owned enterprise registered in Guangdong, and the registration
number of its legal and valid Business License is Qi Du ▇▇▇ ▇▇▇ Zong Zi No.
011458.
Party C: Foshan Nanhai ▇▇ ▇▇
▇▇▇▇ Sheng Aquatic Co., Ltd., the registration number of its legal and valid
Business License is 440682000015895 and the legal registered address is East of
▇▇▇▇ ▇▇▇▇, Wan ▇▇▇▇ ▇▇▇▇, Heshun Town, Nanhai District, Foshan City, Guangdong
Province, China.
In this
Agreement, Party A, Party B and Party C are called collectively as the “Parties”
and each of them is called as the “Party”.
Whereas:
|
|
1.
|
Party
A consists of all of the shareholders of Foshan Nanhai ▇▇ ▇▇ ▇▇▇▇ Sheng
Aquatic Co., Ltd. (hereinafter referred to as “Opco”), who legally hold
all of the shares of Opco.
|
|
|
2.
|
Party
B is a wholly-foreign owned enterprise incorporated and existing within
the territory of China in accordance with the law of the People’s Republic
of China, the registration number of its legal and valid Business License
is Qi Du ▇▇▇ ▇▇▇ Zong Zi No. 011458, and the legal registered address
is 17 of 301,
▇▇. ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ and Technology Development District,
Guangzhou City, Guangdong Province,
China.
|
|
|
3.
|
Foshan
Nanhai ▇▇ ▇▇ ▇▇▇▇ Sheng Aquatic Co., Ltd. (the “Opco”) is an enterprise
incorporated and existing within the territory of China in accordance with
the law of the People’s Republic of China, the registration number of its
legal and valid Business License is 440682000015895 and the legal
registered address is East of ▇▇▇▇ ▇▇▇▇, Wan ▇▇▇▇ ▇▇▇▇, Heshun Town,
Nanhai District, Foshan City, Guangdong Province,
China.
|
2
|
|
4.
|
Party
B intends to acquire all of the shares or assets of Opco. Prior to the
completion of such acquisition, Party A agrees to entrust the management
and operation of Opco to Party B and to sell part of operating assets of
Opco to Party B. In order to protect the interests of Party B, Party A
agrees to pledge the 100% of shares of Opco they own to Party
B.
|
|
|
5.
|
Party
B accepts the pledge of the 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 on 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 of the following listed agreements by and among Party A,
Party B and Party C:
(a)
Entrusted Management Agreement, by and between Party A, Opco and Party B on 26
December 2009 in Guangzhou;
(b)
Exclusive Option Agreement by and among Party A, Opco and Party B on 26 December
2009 in Guangzhou; and
(c)
Shareholders’ Voting Proxy Agreement, by and between Party A and Party B on 26
December 2009 in Guangzhou.
Article
2 Pledged Properties
Party A
pledges, by way of first priority pledge, all of its rights, title and interest,
in, to and under all or any part of:
|
(a)
|
100%
of the shares in Opco;
|
|
(b)
|
100%
of the registered capital (“Registered Capital”) of
Opco;
|
|
(c)
|
all
investment certificates and other documents in respect of the Registered
Capital of Opco;
|
|
(d)
|
all
money, dividends, interest and benefits at any time arising in respect of
all the share and Registered Capital of Opco;
and
|
(e) all
voting rights and all other rights and benefits attaching to or accruing to the
share or the Registered Capital of Opco to Party B.
3
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 and among Party A and Party
B.
Article
4 Pledge Procedure and Registration
Party A
shall be responsible for, and Opco shall assist Party A in processing the
registration procedures with Administration for Industry and Commerce concerning
the pledged shares and shall ensure that all other approval(s) from or
registration with relevant PRC authorities is granted or duly secured as soon as
possible.
Article
5 Transfer of Pledged Shares
Party A
shall not transfer any of the pledged shares without the prior written consent
of Party B during the term of this agreement.
Article
6 Representations and
Warranties
6.1 Pledgeors
hereby represent and warrant to the Pledgee that:
(a) have
all the necessary rights, powers and authorizations to enter into this Agreement
and perform its duties and obligations hereunder;
(b) this
Agreement constitutes its legal, valid and binding obligations which are
enforceable pursuant to the terms of this Agreement;
(c) Pledgeors
are and will, at all times, during the term of this Agreement, be the lawful and
beneficial owners of the Pledged Shares free from pledge or other
encumbrances(other than the Pledge created by this Agreement);
(d) Pledgeors
are legally registered shareholders of Opco and have paid up all the amount of
the registered capital of Opco.
6.2 Opco
hereby represents and warrants to the Pledgee that:
(a) it
is duly incorporated and validly existing under the laws of the
PRC;
(b)
it has and will at all times have the necessary power, and has obtained the
necessary
approvals and authorizations, to enable it to enter into and perform its
obligations under this Agreement;
(c) its
entry into and performance of this Agreement do not and will not violate
any applicable laws, its articles of association or any agreement or document
binding it or its assets; and
(d) this
Agreement constitutes its legal, valid and binding obligations which
are
enforceable pursuant to the terms of this agreement.
4
Article
7 Covenants
7.1 Pledgeors
further undertake that they shall:
(a) at
no time during the term of this Agreement, except with the prior written
consent of the Pledgee, transfer, sell, pledge(other than the pledge created
under this Agreement), encumber or otherwise dispose of the Pledged
Equity;
(b) notify
the Pledgee immediately of any event that may affect the title of the
Pledgeor in relation to the whole or any part of the Pledged Equity under this
Agreement;
7.2 Opco
further undertakes that it shall:
(a) assist
the Pledgeor with the completion of this equity pledge and all subsequent
process required by applicable laws and its articles and
association;
(b) enter
into any transaction which may materially affect its assets, liability,
operation,
shareholders’ equity or other legal rights (unless such transaction is relating
to its daily operation or has been disclosed to and agreed upon by Party B in
writing).
Article
8 Effectiveness, Modification and Termination
8.1 This
Agreement shall go into effect when it is signed by the
authorized representatives of the Parties with seals
affixed;
8.2 Upon
the effectiveness of this Agreement and unless otherwise agreed upon by the
Parties hereto, neither Party may modify or terminate this
Agreement. Any modification or termination shall be in writing after
both Parties’ consultations. The provisions of this Agreement remain binding on
the Parties prior to any written agreement on modification or
termination.
Article
9 Governing Law
The
execution, validity, interpretation and performance of this Agreement and the
disputes resolution under this Agreement shall be governed by the laws of
PRC.
Article
10 Liability for Breach of Agreement
Upon the
effectiveness of this Agreement, the Parties hereto shall perform their
respective obligations under the Agreement. Any failure to perform the
obligations stipulated in the Agreement, in part or in whole, shall be deemed as
breach of contract and the breaching party shall compensate the non-breaching
party for the loss incurred as a result of the breach.
5
Article
11 Settlement of Dispute
The
Parties shall strive to settle any dispute arising from the interpretation or
performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation within thirty (30) days after
such dispute is raised, each party can submit such matter to China International
Economic and Trade Arbitration Commission (the “CIETAC”) in Beijing in
accordance with its rules then in effect. The arbitration shall take place in
Beijing. The arbitration award shall be final, conclusive and binding upon both
parties.
Article
12 Severability
12.1 Any
provision of this Agreement that is invalid or unenforceable due to the laws and
regulations shall be ineffective without affecting in any way the remaining
provisions hereof.
12.2 In
the event of the foregoing paragraph, the Parties hereto shall prepare
supplemental agreement as soon as possible to replace the invalid provision
through friendly consultation.
Article
13 Miscellaneous
13.1 The
headings contained in this Agreement are for the convenience of reference only
and shall not in any other way affect the interpretation of the provisions of
this Agreement.
13.2 The
Agreement shall be executed in four copies, both in Chinese and English. Each
party holds one Chinese and one English original, and the remaining shall be
kept for completing relevant procedures. Each copy shall have equal legal force,
and both the English version and Chinese version shall have the same
effect.
13.3 In
Witness Hereof, the Parties hereto have executed this Agreement on the date
described in the first page.
(REMAINDER OF PAGE
INTENTIONALLY LEFT
BLANK)
6
(Page of
signature only)
Party
A: ▇▇▇▇ ▇▇▇▇▇▇▇▇
(signature) :
Party
B: Guangzhou Flourishing Blessing ▇▇▇▇ ▇▇▇▇ Agricultural Technology
Limited
(seal)
Authorized
representative:
(signature):
Party C: Foshan Nanhai ▇▇ ▇▇ ▇▇▇▇ Sheng
Aquatic Co., Ltd.
(seal)
Authorized
representative:
(signature):
7