Exhibit 10.5
EQUITY PLEDGE AGREEMENT
The Equity Pledge Agreement (hereinafter referred to as "the Agreement" has been
signed by both parties on November 28, 2009 in Beijing, the capital of the
People's Republic of China (hereinafter referred to as "China").
Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.
Registered address: Huayuan Village, Shaoshan Town, Shaoshan City
Legal representative: Guangwen He
Pledgeor: Guangwen He
ID card No.: 430124196807081491
Whereas,
1. The Pledgee is a wholly foreign owned enterprise established according to
related Chinese laws and legally existing in China. He Guangwen, the
Pledgeor in the Agreement, is a Chinese citizen and holds 90% of equity
interests of Hunan Oya Education Technology Co., Ltd. (hereinafter referred
to as "Oya Company").
2. The Pledgee has signed the LOAN AGREEMENT (Attachment 1) with the Pledgeor.
3. In order to guarantee the Pledgee's rights of credit specified in the LOAN
AGREEMENT (Attachment 1) to the Pledgeor, the Pledgeor shall pledge all the
equity interests of Oya Company as the collateral mortgage for the loan
under the LOAN AGREEMENT (Attachment 1).
THEREFORE, the Pledgee and the Pledgeor have reached an agreement below based on
equality and mutual benefits and friendly negotiations.
1. Definitions
Unless otherwise specified, related terms are defined as below.
1.1 Pledge right: It has the meaning in Clause 2 of the Agreement.
1.2 Equity interest: It refers to all 90% of equity interests of the Oya
Company legally held by the Pledgeor.
1.3 Pledge rate: It refers to a proportion of the value of all pledged
equity interests under the Agreement to the total loan under the LOAN
AGREEMENT (Attachment 1).
1.4 Pledge duration: It refers to a period prescribed by Clause 3.2 of the
Agreement.
1.5 Events of Default: It refers to all circumstances in Clause 7 of the
Agreement.
1.6 Notice of Default: It refers to a notice on declaring events of
default delivered by the Pledgee in light of the Agreement.
2. Pledge rights
2.1 The Pledgeor shall pledge all the equity interests of Oya Company to
the Pledgee as the collateral mortgage for the loan under the LOAN
AGREEMENT (Attachment 1).
1
2.2 Pledge rights refer to those rights enjoyed by the Pledgee to
preemptively get paid at the price at which the equity interests
pledged by the Pledgeor are converted into money, auctioned or sold
off.
3. Pledge rate and pledge duration
3.1 Pledge rate
3.1.1 The Pledge rate is 100%.
3.2 Pledge duration
3.2.1The equity interest pledged under the Agreement shall take effect
after being recorded into the shareholder's list of Oya Company
and registered at the administration for industry and commerce
(if necessary). The pledge's valid period shall be equal to the
valid period of the LOAN AGREEMENT (Attachment 1).
3.2.2In the pledge's valid period, the Pledgee is entitled to dispose
the pledge rights in conformity with the Agreement if the
Pledgeor fails to pay back the loan accoridng to the LOAN
AGREEMENT (Attachment 1).
4. Dividend collection
The Pledgee is entitled to collect dividends generated from the equity interests
in the pledge duration.
5. Representation and warranties of the Pledgeor
5.1 The Pledgeor is a legal holder of these equity interests.
5.2 Unless otherwise specified, intervention from any other party is not
allowed under any circumstance once the Pledgee performs the right in
light of the Agreement.
5.3 Unless otherwise specified, the Pledgeor is entitled to dispose and
transfer the pledge rights in the ways specified in the Agreement.
5.4 The Pledgeor has not set any other pledge rights on the equity
interests except for the Pledgee.
6. Commitments of the Pledgeor
6.1 In duration of the Agreement, the Pledgeor makes commitments as below
to the Pledgee.
6.1.1 The Pledgeor shall not transfer the equity interests to any
third party and set or allow any pledge that possibly influences
the Pledgee's rights and interests without prior written
approval of the Pledgee.
6.1.2 The Pledgeor shall abide by and execute all laws and regulations
relating to pledge of right and present the notices,
instructions or proposals issued or made by related authorities
on pledge rights to the Pledgee in five days after receiving,
and by abiding the foregoing notices, instructions or proposals,
or in line with the reasonable requirements of the Pledgee, or
2
with the approval of the Pledgee, put forward objections and
representations in terms of matters above.
6.1.3 The Pledgeor shall promptly inform the Pledgee of any events or
any received notices that may influence the Pledgeor's equity
interests or any partial rights, or may change any Pledgeor's
warranties or obligations in the Agreement, or may influence the
Pledgeor's fulfilling the obligations under the Agreement.
6.2 The Pledgeor agrees that the Pledgee's rights to be performed towards
the acquired pledge rights according to related clauses of the
Agreement shall not be interrupted or encumbered by the Pledgeor or
successor or entrusted person of the Pledgeor in light of related
legal procedures.
6.3 The Pledgeor shall guarantee the Pledgee that Pledgeor shall honestly
sign and prompt all interested parties involved in the pledge rights
to sign all legal titles and stipulations requested by the Pledgee,
and/or execute and prompt all interested parties to execute actions
requested by the Pledgee, facilitate the Pledgee to execute rights and
authorizations given by the agreement, sign all amendment documents
for the certificate of equity interests with the Pledgee or the
appointed persons (natural person/legal person), and provide all
necessary notices, instructions and decisions related to the pledge
rights for the Pledgee in a reasonable period.
6.4 The Pledgeor shall guarantee the Pledgee that the pledgeor shall abide
by and fulfill all warranties, commitments, agreements, statements and
conditions to maintain the Pledgee's interests, otherwise, the
Pledgeor shall compensate the Pledgee for all losses arising herein.
7. Events of default
7.1 Items below are regarded as events of default:
7.1.1 The Pledgeor fails to fully pay back the loan under the LOAN
AGREEMENT (Attachment 1) on time.
7.1.2 Any representation or warrant in Clause 5 of the Agreement made
by the Pledgeor undergoes substantial mistakes or errors, and/or
the Pledgeor breaches representations or warranties in Clause 5
of the Agreement.
7.1.3 The Pledgeor breaches commitments in Clause 6 of the agreement.
7.1.4 The Pledgeor breaches any clause of the Agreement.
7.1.5 Except for the circumstance specified in Clause 6.1.1 of the
Agreement, the Pledgeor abandons the equity interests or
transfers the equity interests without prior written approval of
the Pledgee.
7.1.6 The Pledgee deems that the Pledgeor's ability to fulfill
obligations under the Agreement is adversely influenced if (1)
payment or fulfillment ahead of schedule is required due to
breach of related agreements, or (2) payment or fulfillment can
not be realized on schedule with regard to any external loan,
guarantee, compensation, commitment or other liquidation
liabilities of the Pledgeor
7.1.7 The Pledgeor can not pay back general debts or other debts.
3
7.1.8 The Agreement is illegal or the Pledgeor can not continuously
fulfill obligations under the Agreement because related laws are
promulgated.
7.1.9 All government's consents, permissions, approvals or
authorizations to execute, legalize or validate the Agreement
are revoked, suspended, invalidated or substantially amended.
7.1.10The Pledgee deems that the Pledgeor's ability to fulfill
obligations under the Agreement in view of adverse changes of
the Pledgeor's possessions.
7.1.11The Pledgeor's successor or management agent only partially
performs or rejects performing the payment obligation stipulated
by the LOAN AGREEMENT (Attachment 1).
7.1.12The Pledgee undergoes other situations resulting in failures to
dispose the pledge rights according to relevant laws and
regulations.
7.2 The Pledgeor shall propmptly inform the Pledgee in written form of any
known or found matter in Article 7.1 or the existing matters possibly
resulting in matters above.
7.3 Unless the events of defaults listed in Article 7.1 are properly
resolve under the condition that the Pledgee is satisfied with, the
Pledgee has the right to issue a notice on breach of the Agreement to
the Pledgeor at any time during or after matters above, requiring the
Pledgeor to pay back the loan and other payables under the LOAN
AGREEMENT (Attachment 1) or disposing the pledge rights according to
Article 8 of this Agreement.
8. Exercising the pledge rights
8.1 Before all borrowings under the LOAN AGREEMENT (Attachment 1) are paid
back, the Pledgeor shall not transfer the equity interests without
written approval of the Pledgee.
8.2 The Pledgee shall issue a notice on breach of the Agreement to the
Pledgeor while exercising the pledge rights.
8.3 Subject to the regulation of Article 7.3, the Pledgee is entitled to
dispose the pledge rights at any time while issuing the notice above
in light of Article 7.3 or after issuing the notice.
8.4 The Pledgee is entitled to get paid preemptively in conformity with
related legal procedures by converting all or partial equity interests
under the Agreement into money, or auctioning and selling off the
equity interests till all loans and other payables under the LOAN
AGREEMENT (Attachment 1) are paid back.
8.5 The Pledgeor shall not set any barrier and shall necessarily help the
Pledgee to fulfill the pledge rights when the Pledgee disposes the
pledge rights according to the Agreement.
9. Transfer
9.1 Unless approved by the Pledgee beforehand, the Pledgeor has no right
to donate or transfer the rights and obligations in the Agreement.
9.2 The Pledgeor and the successor, the Pledgee, every successor and
transferee are bound by the Agreement.
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9.3 The Pledgee has the right to transfer all rights and obligations under
the LOAN AGREEMENT (Attachment 1) to its appointed person (natural
person/legal person) at any time in event of which the transferee
shall enjoy and undertake the Pledgee's rights and obligations under
the Agreement just like one Party of the Agreement. Besides, the
Pledgeor shall hereby sign related agreements and/or documents at the
Pledgeor's request while the Pledgee transfers its rights and
obligations under the LOAN AGREEMENT (Attachment 1).
9.4 In view of changes in the Pledgee due to the transfer, the new
Pledgeor and Pledgee shall sign a new pledge agreement.
10. Termination
The Agreement shall be terminated after all borrowings under the LOAN AGREEMENT
(Attachment 1) are paid back and the Pledgeor does not undertake any obligation
under the Agreement and be cancelled or released by the Pledgee as soon as
possible in a reasonable and feasible period.
11. Handling charges and other expenses
11.1 The Pledgeor shall bear all expenses and actual costs in connection
with the Agreement, including but not limited to legal expense,
handling charge, stamp tax and other taxes and expenses and shall
fully compensate the Pledgee for the paid taxes by the Pledgee as
required by laws.
11.2 If the Pledgeor fails to pay for any required tax and expense
according to the Agreement or the Pledgee takes any measure or action
to claim for compensation due to other reasons, the Pledgeor shall
bear all costs arising from this (including but not limited to various
taxes, handling charges, operation costs, legal costs, attorney fees
and insurances on handling the pledge rights).
12. Force majeure
12.1 In case that the Agreement is partially postponed or hindered by force
majeure, the Party suffering from the force majeure events shall not
take any liability for this part under the Agreement. Force majeure
events herein refer to those events beyond one party's reasonable
control and still unavoidable even after being reasonably noticed by
the party undergoing them, including but not limited to act of
government, natural force, fire, explosion, geographical variation,
storm, flood, earthquake, tide, lightning or war to the exclusion of
insufficient credit, fund or financing. One Party in search of
exempting its reliability under the Agreement or any clause of the
Agreement shall inform the other Party of the liability exemption and
of the steps of fulfilling the liability.
12.2 The party suffering from the force majeure events shall not take any
liability herein. The liability exemption, limited to the postponed or
hindered part, only prevails for the Party in search of the liability
exemption when it suffers from the force majeure events and tries
reasonably and feasibly to fulfill liabilities under the Agreement.
Once the cause of such liability exemption is rectified and remedied,
both Parties shall agree to restore to fulfill the Agreement based on
the greatest efforts.
13. Dispute resolutions
13.1 The Agreement shall be administrated and interpreted in conformance
with laws of the People's Republic of China.
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13.2 Both Parties shall resolve any dispute arising from interpreting and
fulfilling the Agreement based on friendly negotiations. Otherwise,
any one of both Parties is entitled hereby to present the dispute to
China International Economic and Trade Arbitration Commission for
arbitrations and resolution in Beijing based on current arbitration
rules. The arbitration language shall be Chinese and the arbitration
award shall be final and binding on both parties.
14. Notice
14.1 All notices issued by both Parties of the Agreement to fulfill rights
and obligations under the Agreement shall be in written form. In case
of the notices served by special personnel, the actual service shall
prevail and notices being sent through telex and fax shall take the
sending time as the criterion. If notices are served not in a business
day or after a business day, the next continuous business day after
this day shall be deemed as the date of service. The address for
service herein refers to address of the parties involved in the
Agreement or all addresses notified in written form hereafter. The
written form includes fax and telex.
15. Effectiveness
15.1 The Agreement and all its revisions, supplementations or alterations
shall be in written form and take effect after being signed and
stamped by both parties.
15.2 The Agreement shall be compiled in Chinese and provided in duplicate.
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Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.
Authorized representative: Guangwen He
/s/ Guangwen He
Date: November 28, 2009
Pledgeor: Guangwen He
/s/ Guangwen He
Date: November 28, 2009
7
Attachment 1
Loan Agreement
8
EQUITY PLEDGE AGREEMENT
The Equity Pledge Agreement (hereinafter referred to as "the Agreement" has been
signed by both parties on November 28, 2009 in Beijing, the capital of the
People's Republic of China (hereinafter referred to as "China").
Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.
Registered address: Huayuan Village, Shaoshan Town, Shaoshan City
Legal representative: Guangwen He
Pledgeor: Yabin Zhong
ID card No.: 43012419660828144X
Whereas,
4. The Pledgee is a solely foreign-invested enterprise established according
to related Chinese laws and legally existing in China. Zhong Yabin, the
Pledgeor in the Agreement, is a Chinese citizen and holds 10% of equity
interests of Hunan Oya Education Technology Co., Ltd. (hereinafter
referred to as "Oya Company").
5. The Pledgee has signed the LOAN AGREEMENT (Attachment 1) with the
Pledgeor.
6. In order to guarantee the Pledgee's rights of credit specified in the LOAN
AGREEMENT (Attachment 1) to the Pledgeor, the Pledgeor shall pledge all
the equity interests of Oya Company as the collateral mortgage for the
loan under the LOAN AGREEMENT (Attachment 1).
Hereby, the Pledgee and the Pledgeor have reached an agreement below based on
equality and mutual benefits and friendly negotiations. .
2. Definitions
Unless otherwise specified, related terms are defined as below.
1.7 Pledge right: It has the meaning in Clause 2 of the Agreement.
1.8 Equity interest: It refers to all 10% of equity interests of the Oya
Company legally held by the Pledgeor.
1.9 Pledge rate: It refers to a proportion of the value of all pledged
equity interests under the Agreement to the total loan under the LOAN
AGREEMENT (Attachment 1).
1.10 Pledge duration: It refers to a period prescribed by Clause 3.2 of the
Agreement.
1.11 Events of Default: It refers to all circumstances in Clause 7 of the
Agreement.
1.12 Notice of Default: It refers to a notice on declaring events of
default delivered by the Pledgee in light of the Agreement.
2. Pledge rights
2.3 The Pledgeor shall pledge all the equity interests of Oya Company to
the Pledgee as the collateral mortgage for the loan under the LOAN
AGREEMENT (Attachment 1).
1
2.4 Pledge rights refer to those rights enjoyed by the Pledgee to
preemptively get paid at the price at which the equity interests
pledged by the Pledgeor are converted into money, auctioned or sold
off.
3. Pledge rate and pledge duration
3.1 Pledge rate
3.1.1 The Pledge rate is 100%.
3.2 Pledge duration
3.2.3 The equity interest pledge under the Agreement shall take
effect after being recorded into the shareholder's list of Oya
Company and registered at the administration for industry and
commerce (if necessary). The pledge's valid period shall be
equal to the valid period of the LOAN AGREEMENT (Attachment 1).
3.2.4 In the pledge's valid period, the Pledgee is entitled to
dispose the pledge rights in conformance with the Agreement if
the Pledgeor fails to pay back the loan according to the LOAN
AGREEMENT (Attachment 1).
4. Dividend collection
The Pledgee is entitled to collect dividends generated from the equity interests
in the pledge duration.
5. Representations and warranties of the Pledgeor
5.5 The Pledgeor is a legal holder of these equity interests.
5.6 Unless otherwise specified, intervention from any other party is not
allowed under any circumstance once the Pledgee performs the right in
light of the Agreement.
5.7 Unless otherwise specified, the Pledgeor is entitled to dispose and
transfer the pledge rights in the ways specified in the Agreement.
5.8 The Pledgeor has not set any other pledge rights on the equity
interests except for the Pledgee.
6. Commitments of the Pledgeor
6.1 In duration of the Agreement, the Pledgeor makes commitments as below
to the Pledgee.
6.1.4 The Pledgeor shall not transfer the equity interests to any
third party and set or allow any pledge that possibly
influences the Pledgee's rights and interests without prior
written approval of the Pledgee.
6.1.5 The Pledgeor shall abide by and execute all laws and
regulations relating to pledge of right and present the
notices, instructions or proposals issued or made by related
authorities on pledge rights to the Pledgee in five days after
receiving, and by abiding the foregoing notices, instructions
or proposals, or in line with the reasonable requirements of
the Pledgee, or with the approval of the Pledgee, put forward
objections and representations in terms of matters above.
2
6.1.6 The Pledgeor shall promptly inform the Pledgee of any events or
any received notices that may influence the Pledgeor's equity
interests or any partial rights, or may change any Pledgeor's
warranties or obligations in the Agreement, or may influence
the Pledgeor's fulfilling the obligations under the Agreement.
6.5 The Pledgeor agrees that the Pledgee's rights to be performed towards
the acquired pledge rights according to related clauses of the
Agreement shall not be interrupted or encumbered by the Pledgeor or
successor or entrusted person of the Pledgeor in light of related
legal procedures.
6.6 The Pledgeor shall guarantee the Pledgee that Pledgeor shall honestly
sign and prompt all interested parties involved in the pledge rights
to sign all legal titles and stipulations requested by the Pledgee,
and/or execute and prompt all interested parties to execute actions
requested by the Pledgee, facilitate the Pledgee to execute rights and
authorizations given by the agreement, sign all amendment documents
for the certificate of equity interests with the Pledgee or the
appointed persons (natural person/legal person), and provide all
necessary notices, instructions and decisions related to the pledge
rights for the Pledgee in a reasonable period.
6.7 The Pledgeor shall guarantee the Pledgee that the pledgeor shall abide
by and fulfill all warranties, commitments, agreements, statements and
conditions to maintain the Pledgee's interest, otherwise, the Pledgeor
shall compensate the Pledgee for all losses arising herein.
7. Events of default
7.1 Items below are regarded as events of default:
7.1.13 The Pledgeor fails to fully pay back the loan under the LOAN
AGREEMENT (Attachment 1) on time.
7.1.14 Any representation or warrant in Clause 5 of the Agreement made
by the Pledgeor undergoes substantial mistakes or errors,
and/or the Pledgeor breaches representations or warranties in
Clause 5 of the Agreement.
7.1.15 The Pledgeor breaches commitments in Clause 6 of the agreement.
7.1.16 The Pledgeor breaches any clause of the Agreement.
7.1.17 Except for the circumstance specified in Clause 6.1.1 of the
Agreement, the Pledgeor abandons the equity interests or
transfers the equity interests without prior written approval
of the Pledgee.
7.1.18 The Pledgee deems that the Pledgeor's ability to fulfill
obligations under the Agreement is adversely influenced if (1)
payment or fulfillment ahead of schedule is required due to
breach of related agreements, or (2) payment or fulfillment can
not be realized on schedule with regard to any external loan,
guarantee, compensation, commitment or other liquidation
liabilities of the Pledgeor
7.1.19 The Pledgeor can not pay back general debts or other debts.
7.1.20 The Agreement is illegal or the Pledgeor can not continuously
fulfill obligations under the Agreement because related laws
are promulgated.
3
7.1.21 All government's consents, permissions, approvals or
authorizations to execute, legalize or validate the Agreement
are revoked, suspended, invalidated or substantially amended.
7.1.22 The Pledgee deems that the Pledgeor's ability to fulfill
obligations under the Agreement in view of adverse changes of
the Pledgeor's possessions.
7.1.23 The Pledgeor's successor or management agent only partially
performs or rejects performing the payment responsibility
stipulated by the LOAN AGREEMENT (Attachment 1).
7.1.24 The Pledgee undergoes other situations resulting in failures to
dispose the pledge rights according to relevant laws and
regulations.
7.4 The Pledgeor shall propmptly inform the Pledgee in written form of any
known or found matter in Article 7.1 or the existing matters possibly
resulting in matters above.
7.5 Unless the events of defaults listed in Article 7.1 are properly
resolve under the condition that the Pledgee is satisfied with, the
Pledgee has the right to issue a notice on breach of the Agreement to
the Pledgeor at any time during or after matters above, requiring the
Pledgeor to pay back the loan and other payables under the LOAN
AGREEMENT (Attachment 1) or disposing the pledge rights according to
Article 8 of this Agreement.
8. Exercising the pledge rights
8.6 Before all borrowings under the LOAN AGREEMENT (Attachment 1) are paid
back, the Pledgeor shall not transfer the equity interests without
written approval of the Pledgee.
8.7 The Pledgee shall issue a notice on breach of the Agreement to the
Pledgeor while exercising the pledge rights.
8.8 Subject to the regulation of Article 7.3, the Pledgee is entitled to
dispose the pledge rights at any time while issuing the notice above
in light of Article 7.3 or after issuing the notice.
8.9 The Pledgee is entitled to get paid preemptively in conformance with
related legal procedures by converting all or partial equity interests
under the Agreement into money, or auctioning and selling off the
equity interests till all loans and other payables under the LOAN
AGREEMENT (Attachment 1) are paid back.
8.10 The Pledgeor shall not set any barrier and shall necessarily help the
Pledgee to fulfill the pledge rights when the Pledgee disposes the
pledge rights according to the Agreement.
9. Transfer
9.5 Unless approved by the Pledgee beforehand, the Pledgeor has no right
to donate or transfer the rights and obligations in the Agreement.
9.6 The Pledgeor and the successor, the Pledgee, every successor and
transferee are bound by the Agreement.
9.7 The Pledgee has the right to transfer all rights and obligations under
the LOAN AGREEMENT (Attachment 1) to its appointed person (natural
person/legal person) at any time in event of which the transferee
4
shall enjoy and undertake the Pledgee's rights and obligations under
the Agreement just like one Party of the Agreement. Besides, the
Pledgeor shall hereby sign related agreements and/or documents at the
Pledgeor's request while the Pledgee transfers its rights and
obligations under the LOAN AGREEMENT (Attachment 1).
9.8 In view of changes in the Pledgee due to the transfer, the new
Pledgeor and Pledgee shall sign a new pledge agreement.
10. Termination
The Agreement shall be terminated after all borrowings under the LOAN AGREEMENT
(Attachment 1) are paid back and the Pledgeor does not undertake any obligation
under the Agreement and be cancelled or released by the Pledgee as soon as
possible in a reasonable and feasible period.
11. Handling charges and other expenses
11.3 The Pledgeor shall bear all expenses and actual costs in connection
with the Agreement, including but not limited to legal expense,
handling charge, stamp tax and other taxes and expenses and shall
fully compensate the Pledgee for the paid taxes by the Pledgee as
required by laws
11.4 If the Pledgeor fails to pay for any required tax and expense
according to the Agreement or the Pledgee takes any measure or action
to claim for compensation due to other reasons, the Pledgeor shall
bear all costs arising from this (including but not limited to various
taxes, handling charges, operation costs, legal costs, attorney fees
and insurances on handling the pledge rights).
12. Force majeure
12.3 In case that the Agreement is partially postponed or hindered by force
majeure, the Party suffering from the force majeure events shall not
take any liability for this part under the Agreement. Force majeure
events herein refer to those events beyond one party's reasonable
control and still unavoidable even after being reasonably noticed by
the party undergoing them, including but not limited to act of
government, natural force, fire, explosion, geographical variation,
storm, flood, earthquake, tide, lightning or war to the exclusion of
insufficient credit, fund or financing. One Party in search of
exempting its reliability under the Agreement or any clause of the
Agreement shall inform the other Party of the liability exemption and
of the steps of fulfilling the liability.
12.4 The party suffering from the force majeure events shall not take any
liability herein. The liability exemption, limited to the postponed or
hindered part, only prevails for the Party in search of the liability
exemption when it suffers from the force majeure events and tries
reasonably and feasibly to fulfill liabilities under the Agreement.
Once the cause of such liability exemption is rectified and remedied,
both Parties shall agree to restore to fulfill the Agreement based on
the greatest efforts.
13. Dispute resolutions
13.3 The Agreement shall be administrated and interpreted in conformance
with laws of the People's Republic of China.
5
13.4 Both Parties shall resolve any dispute arising from interpreting and
fulfilling the Agreement based on friendly negotiations. Otherwise,
any one of both Parties is entitled hereby to present the dispute to
China International Economic and Trade Arbitration Commission for
arbitrations and resolution in Beijing based on current arbitration
rules. The arbitration language shall be Chinese and the arbitration
award shall be final and binding on both parties.
14. Notice
14.2 All notices issued by both Parties of the Agreement to fulfill rights
and obligations under the Agreement shall be in written form. In case
of the notices served by special personnel, the actual service shall
prevail and notices being sent through telex and fax shall take the
sending time as the criterion. If notices are served not in a business
day or after a business day, the next continuous business day after
this day shall be deemed as the date of service. The address for
service herein refers to address of the parties involved in the
Agreement or all addresses notified in written form hereafter. The
written form includes fax and telex.
15. Effectiveness
15.3 The Agreement and all its revisions, supplementations or alterations
shall be in written form and take effect after being signed and
stamped by both parties.
15.4 The Agreement shall be compiled in Chinese and provided in duplicate.
6
[No text on this page]
Pledgee: Xiangtan Nicestar Business Administration Co., Ltd.
Authorized representative: /s/ Guangwen He
Date: November 28, 2009
Pledgeor: Yabin Zhong
/s/ Yabin Zhong
Date: November 28, 2009
7
Attachment 1
Loan Agreement
8