PLEDGE OF EQUITY AGREEMENT BETWEEN
Exhibit 10.5
BETWEEN
▇▇
▇▇▇ AND OTHER INDIVIDUALS
XI’AN
TECHTEAM INVESTMENT HOLDING GROUP
COMPANY
SHENZHEN
CAPITAL GROUP CO., LTD
XI’AN
HONGTU CAPITAL CO., LTD
SHAANXI
YUANXING SECIENCE AND TECHNOLOGY CO.,
LTD
AND
XI’AN
SOFTECH CO., LTD
December
15, 2009
This
Pledge of Equity Agreement (“the Agreement”) is executed
on December 15, 2009 in Xi’an by:
Pledgeors
(hereinafter collectively referred to as “Party A”):
1. ▇▇
▇▇▇ and other seventeen individuals (collectively, the “Individual Shareholders”), the
specific list of the Individual Shareholders is referred herero as Exhibit
A;
2. Xi’an
TechTeam Investment Holding Group Company, a limited liability company
registered in Xi’an, and the registration number of its legal and valid Business
License is 610131100003173;
3. Shenzhen
Capital Group Co., Ltd，a limited
liability company registered in Shenzhen, and the registration number of its
legal and valid Business License is 440301103269709;
4. Xi’an
Hongtu Capital Co., Ltd, a limited liability company registered in Xi’an, and
the registration number of its legal and valid Business License is
610100100085399;
5. Shaanxi
Yuanxing Science and Technology Co., Ltd, a limited liability company registered
in 610000100089857,;
and
Pledgee
(hereinafter referred to as “Party B”):
6. Xi’an
Softech Co., Ltd, a wholly foreign-owned enterprise registered in Xi’an; and the
registration number of its legal and valid Business License is
610100400006807;
Whereas,
1. Party A consists of all of the
shareholders of Xi’an Kingtone Information Technology Co., Ltd (hereinafter
referred to as “Kingtone
Information”), who legally
hold all of the equity interest of Kingtone Information, of which the Individual
Shareholders hold 61.6%, Xi’an TechTeam Investment Holding Group Company holds
25% Shenzhen Capital Group Co., Ltd holds 7.42%, Xi’an Hongtu Capital Co., Ltd
holds 3.30%, Shaanxi Yuanxing Science and Technology Co., Ltd holds 2.68%,
representing 100% of the capital stock of Kingtone Information.
2
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
610100400006807, and the legal registered address is 3/F of District A, the
Industry Office Building, No.181 of Tai Bai Southern Road, Xi’an City,
China.
3. Xi’an
Kingtone Information Technology Co., Ltd is an enterprise limited by shares
which is 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 610131100001233 and the legal registered
address is the third floor of District A, the Industry Office Building, No.181
of Tai Bai Southern Road, Xi’an City, China.
4. Party
B intends to acquire all of the equity interests or assets of Kingtone
Information. Prior to the completion of such acquisition, Party B agrees to
provide exclusive technology service to Kingtone Information. In order to
protect the interests of Party B, Party A agrees to pledge the 100% of equity
interest of Kingtone Information they own to Party B.
5. Party
B accepts the pledge of the equity interest 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
equity interest is being pledged to guarantee all of the rights and interests
Party B is entitled to under all of the following listed agreements by and
between Party A and Party B:
(a) Entrusted
Management Agreement, by and among Party A, Kingtone Information and Party B on
December 15, 2009 in Xi’an;
(b) Exclusive
Technology Service Agreement, by and between Kingtone Information and Party B on
December 15,
2009 in Xi’an;
(c) Exclusive
Option Agreement by and among Party A, Kingtone Information and Party B on December 15, 2009
in Xi’an; and
(d) Shareholders’
Voting Proxy Agreement, by and between Party A and Party B on December 15, 2009
in Xi’an.
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:
3
(a) 100%
of the equity interest in Kingtone Information;
(b) 100%
of the registered capital (“Registered Capital”) of
Kingtone Information;
(c) all
investment certificates and other documents in respect of the Registered Capital
of Kingtone Information;
(d) all
money, dividends, interest and benefits at any time arising in respect of all
the equity interest and Registered Capital of Kingtone Information;
and
(e) all
voting rights and all other rights and benefits attaching to or accruing to the
equity interest or the Registered Capital of Kingtone Information to Party
B.
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 between Party A and Party
B.
Article
4 Pledge
Procedure and Registration
Party A
shall process the registration procedures with Xi’an Administration for Industry
and Commerce concerning the pledged equity interest and ensure that all other
approval(s) from or registration with relevant PRC authorities is granted or
duly secured.
Article
5 Transfer
of Pledged Equity Interest
Party A
shall not transfer any of the pledged equity interest without the prior written
consent of Party B during the term of this agreement.
Article
6 Effectiveness,
Modification and Termination
6.1 This
Agreement shall go into effect when it is signed by the authorized
representatives of the Parties with seals affixed;
6.2 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 both parties
prior to any written agreement on modification or termination.
Article
7 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.
4
Article
8 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.
Article
9 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 in accordance with its rules then in
effect. The arbitration award shall be final, conclusive and binding upon both
parties.
Article
10 Severability
10.1 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.
10.2 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
11 Miscellaneous
11.1 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.
11.2 The
Agreement shall be executed in twenty-five 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.
(This
space intentionally left blank)
5
IN
WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by
their duly authorized representatives as of the date first written
above.
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PARTY
A:
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▇▇
▇▇▇
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(Signature):
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/s/ ▇▇ ▇▇▇
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▇▇▇▇
▇▇▇ Tao
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(Signature):
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/s/ ▇▇▇▇ ▇▇▇ ▇▇▇
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▇▇▇▇
▇▇▇ ▇▇▇▇
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(Signature):
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/s/ Wang Wan
▇▇▇▇
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▇▇
Li
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(Signature):
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/s/ Wu Li
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Pu
Wei
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(Signature):
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/s/ Pu Wei
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6
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▇▇▇▇▇
▇▇ Fan
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(Signature):
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/s/ ▇▇▇▇▇ ▇▇ Fan
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▇▇▇
▇▇▇▇
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(Signature):
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/s/ ▇▇▇ ▇▇▇▇
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▇▇▇▇▇
▇▇▇
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(Signature):
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/s/ ▇▇▇▇▇ ▇▇▇
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▇▇
▇▇▇▇ Ping
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(Signature):
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/s/ ▇▇ ▇▇▇▇ Ping
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Qin
▇▇▇ ▇▇▇▇
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(Signature):
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/s/ Qin ▇▇▇ ▇▇▇▇
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▇▇
▇▇▇▇
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(Signature):
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/s/ ▇▇ ▇▇▇▇
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▇▇▇▇▇
▇▇▇▇ Ming
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(Signature):
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/s/ ▇▇▇▇▇ ▇▇▇▇ Ming
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7
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▇▇▇▇▇
▇▇▇▇ Bin
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(Signature):
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/s/ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇
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▇▇▇▇
Wei
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(Signature):
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/s/ ▇▇▇▇ ▇▇▇
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▇▇▇▇▇
▇▇▇▇
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(Signature):
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/s/ ▇▇▇▇▇ ▇▇▇▇
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Xi
▇▇▇▇ ▇▇▇
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(Signature):
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/s/ Xi ▇▇▇▇
▇▇▇
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▇▇▇▇
▇▇▇▇ ▇▇▇▇
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(Signature):
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/s/ ▇▇▇▇ ▇▇▇▇ Ying
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▇▇
▇▇▇
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(Signature):
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/s/ ▇▇ ▇▇▇
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8
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Xi’an
TechTeam Investment Holding Group Company
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ ▇▇ ▇▇▇
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Shenzhen
Capital Group Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Jin Hai
Tao
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Xi’an
Hongtu Capital Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Xia Fu
Xi
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Shaanxi
Yuanxing Science and Technology Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Li ▇▇ ▇▇▇▇
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9
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PARTY
B: Xi’an Softech Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Wang Wan Jiao
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10
Exhibit
A
List
of Individual Shareholders
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Name
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ID
Card Number
|
Share
Percentage
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||||||
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▇▇
▇▇▇
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610103196511281613 | 36.61 | % | |||||
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▇▇▇▇
▇▇▇ Tao
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61010319710930165X | 8.93 | % | |||||
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Wang
Wan Jiao
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610104198109266162 | 5.35 | % | |||||
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Wu
Li
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610111620918202 | 1.09 | % | |||||
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Pu
Wei
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610104196910302123 | 1.04 | % | |||||
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▇▇▇▇▇
▇▇ Fan
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610103196508063244 | 0.89 | % | |||||
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▇▇▇
▇▇▇▇
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610113195801080017 | 0.89 | % | |||||
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▇▇▇▇▇
▇▇▇
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610103197802122043 | 0.89 | % | |||||
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▇▇
▇▇▇▇ Pin
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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0.89 | % | |||||
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Qin
▇▇▇ ▇▇▇▇
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▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
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0.89 | % | |||||
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▇▇
▇▇▇▇
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420500197212035246
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0.89 | % | |||||
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▇▇▇▇▇
▇▇▇▇ Ming
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610113195303102930
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0.89 | % | |||||
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▇▇▇▇▇
▇▇▇▇ Bin
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612325197911180016
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0.53 | % | |||||
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▇▇▇▇
▇▇▇
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610627198201080055 | 0.38 | % | |||||
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▇▇▇▇▇
▇▇▇▇
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622101196712220017
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0.36 | % | |||||
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Xi
▇▇▇▇ ▇▇▇
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ID
Card Number
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0.36 | % | |||||
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▇▇▇▇
▇▇▇▇ Ying
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610103196511281613
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0.36 | % | |||||
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▇▇
▇▇▇
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61010319710930165X | 0.36 | % | |||||
11