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Equity Pledge Agreement - Xinhua Finance Media Ltd.

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                             EQUITY PLEDGE AGREEMENT

This Equity Pledge Agreement (the "AGREEMENT") is made and entered into as of
_____________, 2006 by and among

     Republic of China ("PRC") national and holder of PRC identity card number
     [ID card no.] (the "SHAREHOLDER")

     company incorporated under the laws of the PRC and having its principal
     office located at [Address] ("WFOE")

3.   [NAME OF THE PRC SUBSIDIARY], a limited liability company incorporated
     under the laws of the PRC and having its registered office at [Address]


A.   By means of an Amended and Restated Loan Agreement (the "LOAN AGREEMENT")
     made on [date] between the Shareholder and WFOE, the Shareholder borrowed
     from WFOE a total sum of RMB[Amount], of which RMB[Amount] was borrowed on
     [date] (the "INITIAL LOAN") and RMB[Amount] was borrowed in [date] (the
     "SUBSEQUENT LOAN", together with the Initial Loan, the "INVESTMENT AMOUNT")
     to acquire [__] percent ([__]%) of the total equity interest in XYZ;

B.   By means of an equity pledge agreement (the "FIRST EQUITY PLEDGE
     AGREEMENT") made on [date] among the Shareholder, WFOE and XYZ, the
     Shareholder agreed to pledge all of the equity interest she then held in
     XYZ in favour of WFOE for the Initial Loan;

C.   By means of an Amended and Restated Exclusive Conditional Equity Purchase
     ___________________________, 2006 between the Shareholder and WFOE, the
     Shareholder agrees to sell all or part of the equity interest in XYZ held
     by the Shareholder (representing [__] percent ([__]%) of the total equity
     interest in XYZ) to WFOE or its nominee at WFOE's sole discretion as and
     when permitted by PRC law;

D.   As at the date hereof, the Shareholder is the owner of [__] percent ([__]%)
     of the total equity interest in XYZ and the Shareholder voluntarily agrees
     to pledge all of the equity interest in XYZ held by the Shareholder
     (representing [__] percent ([__]%) of the total equity interest in XYZ) to
     WFOE, as security for (i) full payment and performance of the Shareholder's
     obligations under the Loan Agreement, each and every obligation of the
     Shareholder and under the Exclusive Conditional Equity Purchase Agreement
     when due (collectively, the "OBLIGATIONS"), and (ii) compensation for any
     direct or indirect losses arising in any Event of Default (defined below in
     Section 8) by Shareholder and/or XYZ, including but not limited to
     interest, penalty interest, other penalty under these abovementioned
     agreements, the sum of compensation for losses, the profit obtainable after
     the performance of these abovementioned agreements and any charges, costs


     expenses incurred by WFOE as and when enforcing Shareholder and/or XYZ to
     perform their respective obligations thereof ((i) and (ii) collectively,

NOW, THEREFORE, in consideration of the mutual covenants set forth hereinafter
and for other good and valuable consideration the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as follows:


1.1  To secure the payment and performance of the Secured Indebtedness, and as
     security for WFOE, the Shareholder hereby pledges the Collateral (defined
     below in Section 1.2), and grants a security interest in the Collateral, to

1.2  "COLLATERAL" means [__] percent ([__]%) of the total equity interest in XYZ
     (the "PLEDGED EQUITY"), evidenced by a capital contribution certificate
     (the "CERTIFICATE") in the form as attached at Exhibit A, signed by the
     legal representative of XYZ and sealed by XYZ's common seal, together with
     all property rights as may derive from or accrue to the same, including
     without limitation, additional equity or replacement securities
     representing interests in XYZ or an affiliate or successor in interest of
     XYZ, and all dividends (whether in cash, equity or other forms) and other
     income or proceeds derived therefrom or receivable or received on the sale,
     exchange, collection or other disposition thereof, whether voluntary or
     involuntary, and distributions with respect thereto. For purposes of this
     Agreement, the term "PROCEEDS" includes whatever is receivable or received
     when Collateral or proceeds is sold, collected, exchanged, or otherwise
     disposed of, whether such disposition is voluntary or involuntary.

1.3  On or prior to the execution of this Agreement, Shareholder will have
     delivered or will deliver the Certificate, to WFOE, which shall hold the
     Pledged Equity for purposes of perfecting its security interest hereunder
     and in accordance with the terms of this Agreement.

1.4  WFOE shall have the right to collect and hold any equity or securities of
     any class or kind distributed on account of the Pledged Equity by reason of
     any dividend, distribution, reclassification or other change in the capital
     structure of XYZ, all of which shall be delivered by the Shareholder to
     WFOE and held by WFOE in accordance with the terms of this Agreement.


2.1  WFOE will use reasonable care in the custody and preservation of the
     Collateral in its possession.


3.1  This Agreement shall commence on the Effective Date and expires pursuant to
     Section 3.2 below.


3.2  Provided (i) all Secured Indebtedness hereunder shall at the time have been
     paid or performed in full or cancelled and (ii) there does not otherwise
     exist any Event of Default under Section 8, the Pledged Equity, together
     with any additional Collateral that may hereafter be pledged and deposited
     hereunder, shall be released from pledge.

3.3  The Shareholder shall apply to the appropriate registration authorities to
     complete the formalities of terminating the pledge after the dissolution of
     the pledge relationship in accordance with relevant law (as applicable).


For the benefit of WFOE, the Shareholder hereby represents and warrants that:

4.1  the Shareholder has obtained all capacity required to empower her to enter
     into and to perform her obligations under this Agreement.

4.2  the execution, delivery and performance of this Agreement does not conflict
     with any agreement or undertaking to which Shareholder is a party or by
     which Shareholder is bound; and

4.3  except for the rights of Shareholder and WFOE, no other person will have
     any right, title, claim or interest (by way of security interest or other
     lien or charge or otherwise) in, against or to the Collateral.


5.1  Prior to the payment and performance in full of the Obligations, the
     Shareholder also undertakes to do as follows:

     (a)  from time to time promptly execute and deliver to WFOE all such
          assignments, financing statements and other instruments or documents
          as may be necessary in order to more fully evidence and perfect the
          security interest of WFOE in the Collateral and promptly furnish WFOE
          with any information or writings which WFOE may reasonably request
          concerning the Collateral;

     (b)  advise WFOE of any requirement to pay taxes, administrative fees and
          any other charges imposed on it by government departments concerned
          with respect to the Collateral;

     (c)  take all necessary and adequate measures as may be requested by WFOE
          at WFOE's cost to guarantee its legal ownership of Collateral, to
          safeguard WFOE's legitimate rights and interests of Collateral
          pursuant to this Contract; to take all measures and actions and sign
          all relevant documents according to instructions of WFOE, in order to
          enable WFOE to smoothly dispose rights of pledge;

     (d)  give notice to WFOE, with relevant details, within seven days' receipt
          of any notice or administrative order concerning Collateral given by
          any government departments, and to comply with any notice given; and,
          in the meantime, to put forward or participate in putting forward


          concerning the aforesaid notice and provide assistance at the
          reasonable request of WFOE;

     (e)  allow WFOE and its representative to examine at any reasonable time
          all business licenses, corporate documents, minutes, and chops of XYZ;

     (f)  at WFOE's request and cost, appear in and defend any action or
          proceeding which may affect its title to, or WFOE's interest in, the
          Collateral and to give immediate notice to WFOE in the event that the
          Collateral is involved in any proceedings, arbitration or dispute, and
          all information or material concerning the proceedings, arbitration or
          dispute shall also be made available to WFOE at the request of WFOE at
          any time;

     (g)  hold the Collateral and perform corresponding management obligations
          in a reasonable and prudential manner, and the Collateral shall
          neither be used nor allowed to be used for purposes prohibited by any

     (h)  collect in a timely manner any certificates concerning the Collateral
          if not already held, and to submit them to WFOE for the record;

     (i)  provide materials concerning Collateral at the request of WFOE; and

     (j)  go through the formalities of registering the pledge with the relevant
          registration authorities for the Collateral (including any part of it)
          in a timely manner, at the request and cost of WFOE at any time, and
          to provide to WFOE the pledge registration certificate for

5.2  Prior to payment and performance of the Obligations in full, the
     Shareholder undertakes not to do the following without the prior consent of

     (a)  waive or partially waive any interest in the Collateral, or to dispose
          of the Collateral by means of sale, lease, transfer, donation, pledge,
          mortgage, or any other manner;

     (b)  perform or allow to occur any acts that may result in an adverse
          impact on WFOE's interest in the Collateral or hamper the enforcement
          of WFOE's rights in the Collateral; or

     (c)  perform any act or allow to exist any omission, negligence that may
          affect or reduce the value of the Collateral; or

     (d)  increase or decrease the register capital of XYZ as of the Effective


6.1  WFOE, upon ten days written notice to Shareholder if Shareholder fails to
     perform any of its obligations hereunder, may, but shall not be required
     to, perform such acts to preserve its rights and the value of the
     Collateral. Shareholder hereby irrevocably appoints WFOE as its
     attorney-in-fact (which appointment is coupled with an interest and,
     therefore, irrevocable) to do any such act, and to exercise such rights and
     powers as Shareholder might exercise with respect to the Collateral in
     connection therewith. No failure to so act by WFOE


     will relieve Shareholder of Shareholder's duties under this Agreement or in
     any way impair or discharge the obligations, and no such failure to act
     will result in any liability to Shareholder or any third party on the part
     of WFOE.

6.2  WFOE will have the right to reimbursement upon ten days written demand for
     reasonable costs and expenses, including reasonable attorneys' fees,
     incurred in connection with the custody, preservation and use of the
     Collateral and the exercise of WFOE's rights hereunder arising from the
     Shareholder's failure or refusal to fulfill its Obligations on a timely
     basis when requested by WFOE, all of which costs and expenses are included
     in the Obligations secured by the Collateral.

6.3  WFOE may do any other act which, in its discretion, it deems necessary or
     appropriate in connection with the preservation of the Collateral and
     WFOE's rights therein.


7.1  The pledge shall be an ongoing guarantee and security interest that expires
     pursuant to Section 3.2 above.

7.2  The pledge shall be an independent and ongoing guarantee and security
     interest, not subject to any other effect or substitution of other
     guarantees provided by the Shareholder or other person to WFOE in the past,
     present or in the future, or of any liability of the Shareholder under the
     pledge. Prior to demanding payment of the debts by the Shareholder, it
     shall not be necessary for WFOE to either demand such payment or to file
     proceedings against any other person first, nor dispose of or enforce
     compulsorily any other mortgage or guarantee.

7.3  The pledge shall be an independent guarantee and security interest. The
     Agreement shall not be null and void or unenforceable even if and when each
     or all of the Loan Agreement and the Exclusive Conditional Equity Purchase
     Agreement is null and void or unenforceable.


8.1  An "EVENT OF DEFAULT" will have occurred if:

     (a)  There is an occurrence of an event of default under the Loan
          Agreement; or

     (b)  Shareholder breaches any material provision of this Agreement and such
          breach continues after written notice from WFOE for a period of ten
          business days.


9.1  Upon the occurrence of an Event of Default, as defined in Section 8 above,
     WFOE shall have the right to dispose of the Collateral, in accordance with
     law, as follows and no the act taken by the WFOE hereunder will result in
     any liability to Shareholder or any third party on the part of WFOE:


     (a)  to dispose of all or part of the Collateral by means of public
          auction, private agreement, public bidding, competitive bidding
          (possibly a combination of the two forms) or in other ways permitted
          by the laws of the PRC, at a price or under conditions deemed as
          appropriate by WFOE. The acts and time of the disposition of
          Collateral shall be decided by WFOE, and the disposition may be
          carried out in the name of the Shareholder. The sum to be collected
          from the disposition of Collateral may be paid in cash or other agreed
          upon forms in a single payment or in installments;

     (b)  to sign documents, contracts concerning the Collateral or cancel such
          transactions in the name of the Shareholder provided that the
          Shareholder shall not be liable for any losses arising thereby; and

     (c)  to take such legal actions over the Collateral in the name of WFOE or
          Shareholder, or to institute legal proceedings or defend proceedings
          filed by others, or agree to any form of compromise relating solely to
          the Collateral (including waiver of demanding reimbursement) in the
          name of the Shareholder.

9.2  At any sale of the Collateral, WFOE shall have the right to purchase all or
     any part of the Collateral. Shareholder further agrees that, to the extent
     notice of sale shall be required by law, ten days' prior notice to
     Shareholder shall constitute reasonable notice. WFOE shall not be obligated
     to proceed with any sale of Collateral regardless of notice of sale having
     been given. Nothing herein shall be deemed to limit or restrict WFOE in
     disposing of the Collateral in other commercially reasonable ways.

9.3  No delay or omission to exercise any right or remedy of WFOE upon an Event
     of Default by Shareholder or XYZ will waive any right or remedy of WFOE or
     be construed as a waiver of any similar default which occurs later.
     Shareholder waives any right to require WFOE to proceed against any other
     person or to exhaust any Collateral or to pursue any other remedy in WFOE's

9.4  The sum gained from the disposition of the Collateral shall apply in the
     following order:

     (a)  to pay all cost and expenses of disposing of the Collateral;

     (b)  to withhold taxes payable imposed on Collateral and the disposition

     (c)  to pay the debts evidenced under the Loan Agreement;

     (d)  to pay any other debts owed by Shareholder to WFOE; and

     (e)  to turn over any surplus proceeds to the Shareholder.

9.5  It is the intention of the parties that the grant of the security interest
     and assignment and pledge of the Collateral to WFOE is to be, at the
     discretion of the WFOE, a remedy of WFOE upon the occurrence of an Event of



10.1 The Shareholder shall not transfer any of her rights under this Agreement.

10.2 WFOE may transfer all or part of its rights under this Agreement to any
     person upon provision of written notice to the Shareholder; such transferee
     shall have all rights and interests as held by WFOE hereunder.


11.1 This Agreement shall become effective upon the signature and seal by the
     Shareholder and XYZ and XYZ recording the pledge in the shareholders
     register [Chineese Characters] of XYZ duly sealed with XYZ's common seal
     (the "EFFECTIVE DATE") and in the form as attached at Exhibit B.

11.2 XYZ shall record the transfer of the title to the Collateral by the
     exercise of the pledge as may be directed by WFOE from time to time.


12.1 The terms of this Agreement will inure to the benefit of and bind the
     parties hereto and their respective successors, assigns, executors, heirs
     and legal representatives.

12.2 This Agreement contains the entire pledge agreement between WFOE and
     Shareholder with respect to the Pledged Equity and the Collateral and may
     be modified only by a writing signed by WFOE, Shareholder and XYZ. If any
     of the provisions of this Agreement are held invalid or unenforceable, this
     Agreement will be construed as if not containing the invalid or
     unenforceable provisions.

12.3 WFOE's waiver or delay in exercising any rights under this Agreement shall
     not constitute or be regarded as a waiver of such powers generally or with
     respect to any future right to such exercise.

12.4 This Agreement will be construed in accordance with and governed by the
     laws of PRC.

12.5 If the parties hereto are unable to settle any dispute arising from the
     provisions of this Contract through mediation, any party hereto can submit
     the dispute for final and binding arbitration to the China International
     Economic and Trade Arbitration Commission ("CIETAC") in Beijing for
     arbitration before a panel of three (3) arbitrators pursuant to the
     then-valid arbitration rules of CIETAC.

12.6 All notices, requests, demands and other communications to be given
     pursuant to the terms of this Agreement shall be in writing and shall be
     deemed effectively given upon personal delivery or upon deposit in the
     government postal service or upon deposit for delivery by an
     internationally recognized express mail courier service (for international
     delivery of notice), with postage and fees prepaid, addressed to the other
     party at its address as shown below, or to such other address as such party
     may designate in writing from time to time to the other party.

12.7 Time is of the essence of each and every provision of this Agreement.


12.8 This Agreement may be executed in any number of counterparts, and when so
     executed shall have the same force and effect as though all signatures
     appeared on one document.


IN WITNESS WHEREOF, the parties have executed this Equity Pledge Agreement as of
the date and year first above written.

                                          OF THE AFFILIATED ENTITY]

Title: Legal Representative               By: ----------------------------------
Address:                                  Name: [Name of the contracting
         -------------------------------        shareholder of the affiliated



Title: Legal Representative


Exhibit A: Form of Capital Contribution Certificate

Exhibit B: Form of Shareholders Register