Exhibit 10.8
(English Translation, Original is in Chinese)
Pledgor: Address: ID Number: Postal Code: Operator: Tel: Fax: Pledgee: Address: Legal Representative: Postal Code: Transacting Branch: Branch Address: Branch Manager: Postal Code: Operator: Tel: Fax: | Cao Hongbo No. 417-2-20-2, Zhongshan Road, Shahekou District, Dalian, Liaoning 210211196603040471 116011 Lu Haiyang 0411-83678755 0411-83670955 China Development Bank Corporation No. 29, Outer Street of Fuchengmen, Xicheng District, Beijing Chen Yuan 100037 China Development Bank Corporation, Dalian Branch No. 15, 17, Renmin Road, Zhongshan District, Dalian, Liaoning Song Weinong 116001 Dong Ziyue 0411-82819088-8166 0411-82810032 |
To guarantee that the borrower Dalian Befut Wire & Cable Manufacturing Co., Ltd. fulfills the loan contract No. 2102221452009020773 (hereinafter referred to as the Master Contract) signed with the pledgee, the pledgor agrees to pledge the stock right which the pledgor is entitled to dispose as the pawn, to provide a guarantee to the pledgee. The pledgor and the pledgee hereby enter into this contract through negotiation.
Article I Definition
Unless as otherwise agreed herein, definitions of terms in this contract are the same as those in the Master Contract.
Article II Pledge object
Pledge object under this contract is 48.9404% of stock right held by Cao Hongbo in Dalian Befut Wire & Cable Manufacturing Co., Ltd. (RMB 73,900,000 Yuan).
The effect of pledge under this contract is extended to such yields as pledge object (share dividend and bonus, etc.).
Article III Scope of guarantee
As agreed in the Master Contract, the borrower has borrowed RMB 100,000,000 Yuan ( ONE HUNDRED MILLION YUAN only) from the pledgee, with a loan period of 7 years (i.e. from November 2nd, 2009 to November 1st, 2016).
The scope of guarantee of this contract includes all of the loan principal, interest, penalty interest, compensation, default fine, damage compensation and fees for pledge realization under the Master Contract.
Along with the settlement of the loan principal described in the Master Contract, the principal amount guaranteed under this contract should correspondingly been reduced.
Article IV The pledgor’s statement and guarantee
(I) Pledge object is the stock right brought by actual capital contribution;
(II) The pledgor has legal ownership and disposition rights of the pledge object; if the pledge object provided by the pledgor is the stock right which can be pledged with approval or agreement of related parties according to the law, the pledgor shall ensure that legitimate approval or agreement has been obtained; there is no dispute on ownership or disposition rights for the pledge object;
(III) Other than the pledge stated in this contract, the pledgor shall ensure that there shall be no property guarantee in any form for the pledge object;
(IV) All documents and data provided by the pledgor to the pledgee shall be true, accurate and complete.
Abovementioned statement and guarantee are valid within the validity period of this contract.
Article V Obligations of the pledgor
(I) The pledgor shall open a deposit account in the transacting branch of pledgee within 5 days after signing of this contract. All share dividend and bonus of pledge object under this contract shall be deposited in this account since the signing day. The pledgor is not allowed to employ the capital in this account without prior written consent from the pledgee.
(II) The pledgor is not allowed to dispose the pledge object in any manner without prior written consent from the pledgee.
(III) All fees caused by signing and performing such contract shall be borne by the pledgor.
(IV) The pledgor shall regularly submit related financial statement of corresponding company of the pledge object under the contract to the pledgee.
Article VI Realization of pledge
If the borrower is unable to settle the debt under the Master Contract in accordance with terms of the Master Contract, or if the pledgor is declared to be bankrupt, revoked or dissolved according to the law, the pledgee has the right to lawfully dispose the pledge object and all property and property rights through auction, selling or discounting etc., and to retain such money as compensation. If the proceeds exceed the amount of the secured claims under this contract, the excess shall belong to the pledgor.
If the pledgor transfers the pledge stock right under the contract with prior written consent from the pledgee, such money shall be used to settle the secured claims to the pledgee in advance, or to be placed in escrow by the third party agreed by the pledgee.
Article VII Modification and termination of contract
(I) The pledgor or the pledgee is not allowed to modify or terminate the contract without authorization. If modification or termination is required, it shall be done with consensus between both parties and a written agreement shall be reached;
(II) If the borrower and the pledgee reach a written agreement to modify the content of the Master Contract, the pledgor shall continue to fulfill its responsibility for the guarantee of the debt under the Master Contract with the pledge object under this contract. If modifications to the Master Contract without agreement of the pledgor results in an increase of the loan amount, the pledgor shall not be responsible for guaranteeing the increased amount.
Article VIII Liability for breach of contract
(I) If the pledgor, due to concealment of existence of joint-ownership, disputes or previous pledging of the pledge object, or other reasons of the pledgor, causes the contract to be invalid and economic losses to the pledgee, the pledgor shall make due compensation;
(II) If the pledgor violates other terms of this contract, or if any of the statement and guarantee made by the pledgor under Article IV of this contract is proven to be false or misleading, resulting in losses to the pledgee, the pledgor shall make due compensation;
Article IX Pledge registration
The pledgor and pledgee shall transact pledge registration in Administrative Department for Industry and Commerce within 5 days after signing of this contract.
Article X Settlement of disputesIn the event of any dispute during the course of the pledgor’s and pledgee’s fulfillment of this contract, both parties shall settle the dispute through negotiation; if it fails, the dispute shall be settled through litigation at the people’s court at the location of the pledgee’s transacting branch.
Article XI Miscellaneous
(I) Any other issues unmentioned in this contract shall be solved through negotiation between the pledgor and the pledgee, or transacted in accordance with state laws and regulations;
(II) This contract is in triplicate, one original copy respectively for the pledgor, the pledgee and the borrower, and it has 6 duplicate copies.
Article XII Contract validity
This contract comes into effect upon being signed by the pledgor and pledgee with stamps affixed.
This contract comes into effect upon being signed by the pledgor and pledgee with stamps affixed.
| Pledgor: Cao Hongbo | Signature: /s/ Cao Hongbo |
(or authorized agent)
| Pledgee: China Development Bank Corporation | Signature: /s/ Song Weinong |
Legal representative: Song Weinong
(or authorized agent)
