Pledge Agreement

Re-Execution of Equity Pledge Agreement

 
Exhibit 10.1

RE-EXECUTION OF EQUITY PLEDGE AGREEMENT

THIS RE-EXECUTION OF EQUITY PLEDGE AGREEMENT (this “Re-execution”) is dated September 9, 2011, and is entered into in Pingdingshan City, Henan Province, Peoples’ Republic of China, by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Pledgee”) and each of the shareholders (collectively the “Pledgors”) of Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”) including its branch factory, Baofeng Coking Factory (“Baofeng Coking”), and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. (“Hongguang Power”) and Baofeng Hongchang Coal Co., Ltd. (“Hongchang Coal”). Pledgee and Pledgors are each referred to in this Re-execution as a “Party” and collectively as the “Parties.” Hongli, Baofeng Coking, Hongguang Power and Hongchang Coal are collectively referred to as “Hongli Group.” Hongli Group and Sinocoking Coal and Coke Chemical Industries, Inc., a Florida company and the ultimate parent company of Pledgee are each made a party hereto for the sole purpose of acknowledging this Re-execution. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Equity Pledge Agreement (defined in the Recitals below).

RECITALS:
 
WHEREAS, reference is made to that certain Equity Pledge Agreement dated as of March 18, 2009 by and among the Parties (the “Equity Pledge Agreement”);

WHEREAS, per the requirements of Pingdingshan People’s Government, Hongli has increased its registered capital by Renminbi (“RMB”) 20,000,000 (the “Increased Registered Capital Amount”), from RMB 8,080,000 to RMB 28,080,000, to retain its coal trading license;

WHEREAS, the shareholders of Hongli have fully contributed the Increased Registered Capital Amount in accordance with their written resolutions dated March 18, 2011, which contributions were registered with the Administration for Industry and Commerce of Pingdingshan City, Henan Province, on April 29, 2011, as a result of which their respective ownership percentages in Hongli have changed (the “Ownership Percentage Changes”); and

WHEREAS, the Parties desire to re-execute the Equity Pledge Agreement in order to reflect the Increased Registered Capital Amount and the Ownership Percentage Changes.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1.  
The Parties hereby agree and acknowledge this Re-execution shall be deemed a re-execution of the Equity Pledge Agreement (including the appendices thereto), and that the signature pages of the Parties hereto shall be deemed to replace the signature pages of the Parties to the Equity Pledge Agreement (including the appendices thereto) in their entirety. The Parties further agree that the statements regarding the Increased Registered Capital Amount and the Ownership Percentage Changes in the Recitals of this Re-execution shall supersede any and all prior representations and/or agreements of the Parties in the Equity Pledge Agreement regarding the registered capital of, and the apportionment of ownership percentages in, Hongli.

2.  
Except as expressly set forth herein, this Re-execution shall not be deemed to be a waiver, amendment or modification of any provisions of the Equity Pledge Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder, all of which (except as specified herein) remain in full force and effect.

3.  
This Re-execution shall be governed and construed under the laws of the People’s Republic of China, and shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

4.  
This Re-execution may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile or other electronic transmission of this signed Re-execution  shall be legal and binding on all parties hereto.

[Remainder of page left blank intentionally.]
 
 
 

 
 
IN WITNESS WHEREOF, the parties hereto have executed this Re-execution as of the date first set forth above.
 
PLEDGEE:
Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd.
     
     
 
Legal Representative:
/s/ LV Jianhua                     
 
Name:
LV Jianhua
 
Title:
Executive Director
     
     
PLEDGORS:
   
 
/s/ LV Jianhua                     
 
 
LV Jianhua
 
 
Owns 85.40% of Hongli
 
     
     
 
/s/ ZHENG Xin                    
 
 
ZHENG Xin
 
 
Owns 9.19% of Hongli
 
     
     
 
/s/ XU Wenqi                      
 
 
XU Wenqi
 
 
Owns 3.99% of Hongli
 
     
     
 
/s/ SONG Guoxiang            
 
 
SONG Guoxiang
 
 
Owns 1.42% of Hongli
 
     
     
  Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.
     
     
 
Legal Representative:
/s/ LV Jianhua                     
 
Name:
LV Jianhua
 
Title:
Executive Director
 
Owns 100% of Hongguang Power
 
     
     
  Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd.
     
     
 
Legal Representative:
/s/ LV Jianhua                     
 
Name:
LV Jianhua
 
Title:
Executive Director
 
Owns 100% of Hongchang Coal
 


 
 

 

SIGNATURE PAGE OF HONGLI GROUP AND THE COMPANY

ACKNOWLEDGED BY:

Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (including its branch factory, Baofeng Coking Factory)
   
   
Legal Representative:
/s/ LV Jianhua                      
Name:
LV Jianhua
Title:
Executive Director
         
 
   
Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd.
   
   
Legal Representative:
/s/ ZHU Guoli                      
Name:
ZHU Guoli
Title:
Executive Director
   
   
Baofeng Hongchang Coal Co., Ltd.
   
   
Legal Representative:
/s/ LV Jianhua                      
Name:
LV Jianhua
Title:
Executive Director
   
   
Sinocoking Coal and Coke Chemical Industries, Inc.
   
   
By:
/s/ LV Jianhua                      
Name:
LV Jianhua
Title:
Chief Executive Officer