Pledge Agreement Agricultural Development Bank of China
Exhibit 10.34
No.: 37132700-2008 ZHI- 0001#
Agricultural Development Bank of China
▇▇▇▇▇▇▇ (Full Name): Shandong Longkong Travel Development Co., Ltd
Business license No.: 3713232800508
Legal Representation (Principal): ZHANG SHANJIU
Address: west to Yongfu village, Yaodianzi Town, Yishui County
Zip: 276400
Basis Deposit Account and AccountBank: Yishui Rural Credit Cooperative
Tel: 0539-2553788
Fax: 0539-2553952
Pledgee (Full Name): Agricultural Development Bank of China ▇▇▇▇▇ ▇▇▇▇▇▇
Legal Representation (Principal): SUN ANYUAN
Address: Shiquan Rd. Junan County
Zip: 276600
Tel: 0539-7210607
To ensure the debtor's obligations under the contract fixed capital loan contract No.: 37132700-2008(JUNAN)-0001# (hereinafter referred as "Main Contract") signed between Junan Tianma Island Tourism developing Co., Ltd (hereinafter referred as "Debtor")and Pledgee on the date of 14-2-2008 be carried out completely, to ensure the creditor's right realized, the ▇▇▇▇▇▇▇ hereby agrees to Provide the Guarantee to the Pledgee. To confirm each party's rights and obligations, both parties hereby reach a contract through consultation pursuant to Contract Law, Guarantee Law of PRC.
Article 1: Pledge Type & Amount
The main creditor's right guaranteed under this contract means all the debts claims which the Pledgee obtains from processing the loans under the main contract between debtor and Pledgee, which loan type is RENMINBI Loan, in the amount of Forty million Yuan.
Article 2: The Period of Performing Debt Obligations of Debtor
The period of performing debt obligations of Debtor shall be 72 months, starting from the date of 14-3-2008 to 13-3-2014. If the actual performing period under the main contract is different from above performing period, the one stipulated in the main contract shall be regarded as the standard.
Article 3: Pledge Guarantee Scope
4.1 The pledge guarantee scope under this contract contains of such following items under the main contract: the loan principal and interest, penalty interest, compound interest, breach compensation, damage compensation, the cost to realizing the creditor's right and other payable expenses, including but not limited to litigation cost, arbitration fees, property preservation, assessment expenses, auction charge, execution cost, transferring expense, agent fees, etc.
Article 4: Pledged Rights
4.1 The ▇▇▇▇▇▇▇ voluntarily pledges the right described in the "Pledge List". The "Pledge List" is the inalienable part of this contract.
4.2 The value of the pledged right in the "Pledge List" shall not be regarded as the basis of the valuation, it causes no limitation on Pledgee to realize the pledge right. The final value of the pledged rights shall be determined by the actual value when the pledge rights are realized.
Article 5: Power of Pledge Rights
The power of the pledge rights under the contract shall cover the co-rights and the yield of the pledged rights.
Article 6: Pledge Registration
6.1 The pledged right under the contract shall be registered or endorsed, the ▇▇▇▇▇▇▇ shall start processing with the relevant authorities with the Pledgee in 15days after the contract is signed.
6.2 As required by laws, the pledged right need not a registration, but both parties voluntarily agree to process it, the ▇▇▇▇▇▇▇ shall start processing with the relevant authorities with the Pledgee in 15days after the contract is signed.
6.3 Changes on pledge registration items, an amendment is required by laws, start processing with the relevant authorities with the Pledgee in 15days after the contract is signed.
Article 7: Hand over the Certificates of Pledged rights
7.1 The ▇▇▇▇▇▇▇ shall provide the certificates of pledged rights or other relevant documents to Pledgee in 10 days after the pledge registration or endorsement is complete; and the Pledgee shall review it in accordance with the "Pledge List", issue the receipt to the ▇▇▇▇▇▇▇.
7.2 As required by laws, the pledged right need not a registration, The ▇▇▇▇▇▇▇ shall provide the certificates of pledged rights or other relevant documents to Pledgee on the date of the contract is signed; and the Pledgee shall review it in accordance with the "Pledge List", issue the receipt to the ▇▇▇▇▇▇▇.
7.3 The debt term under the main contract is due, and the ▇▇▇▇▇▇▇ fulfills the repaying obligation, or the ▇▇▇▇▇▇▇ repays the debt under the guaranteed main contract in advance, the Pledgee shall return the above mentioned certificate and relevant documents to the ▇▇▇▇▇▇▇.
Article 8: Keeping the Certificate of Pledged rights
8.1 The pledge shall keep the certificate of pledged rights and relevant document in a good manner; the above certificate and documents incurs damage or missing caused by the Pledgee's keeping faults, the Pledgee shall provide the ▇▇▇▇▇▇▇ a relevant compensation to recover the cost for re-processing the above certificate and documents.
8.2 It is not the Pledgee's fault, which may cause the value of the pledged rights decreasing, and it would affect the Pledgee to realize the Pledge rights, in such event, the Pledgee has the right to require ▇▇▇▇▇▇▇ to provide another relevant guarantee; the ▇▇▇▇▇▇▇ refuses to do so, the Pledgee has the right to sale or dispose the pledged right by auction; the money obtains from above actions, shall be paid the debt under the guaranteed main contract or withdrawn from a third party engaged by both parties, the cost shall be on ▇▇▇▇▇▇▇'▇ shoulder.
8.3 without Pledgee's consent in writing, the ▇▇▇▇▇▇▇ shall not dispose the pledged rights under the contract in a way of bestowal, transferring or other method. if such consent in writing obtained from ▇▇▇▇▇▇▇ agrees, the money obtained from the disposal of Pledged rights shall be paid the main debt, or deposit it in the account pointed by the Pledgee, as to securing the debt under the main contract.
8.4 with a written consent from Pledgee, the ▇▇▇▇▇▇▇ may transfer the stock under the contract. the money obtained from the transaction shall be paid the debt under the guaranteed main contract or withdrawn from a third party engaged by both parties, the cost shall be on ▇▇▇▇▇▇▇'▇ shoulder.
8.5 with a written consent from Pledgee, the ▇▇▇▇▇▇▇ may transfer the exclusive trade ▇▇▇▇ using right, patent right, property right among copyright. The money obtained from the transaction shall be paid the debt under the guaranteed main contract or withdrawn from a third party engaged by both parties, the cost shall be on ▇▇▇▇▇▇▇'▇ shoulder.
8.6 The due date or the date of delivery of valuable securities, storage ▇▇▇▇▇, ▇▇▇▇ of lading and etc is prior to the expiration date of the debt term under the main contract, the Pledgee may cash above bills or take delivery of goods before the expiration date, and Pledgee has the right to use the money obtained from above actions to pay the debt under the guaranteed main contract or withdrawn from a third party engaged by both parties, the cost shall be on ▇▇▇▇▇▇▇'▇ shoulder.
8.7 The Pledgee has the right to take the yield of the Pledged rights, the cost to collect the yield shall be deduct from above yield.
Article 9: Realizing the Pledge Right
9.1 The debt term under the main contract expires, the debtor fails to repay the principal and interest of the debt or other expenses, in such event, the Pledgee has the right to dispose the Pledged Rights by sales or auctions, the money obtained from such action shall be paid the debt.; or discount the Pledge Rights to pay against the debt under the main contract.
9.2 The Pledgee terminated the contract under the contract or as required by laws and regulations, or withdraw back the main loan pursuant to the stipulation under the main contract, the Pledgee is not repaid, in such event, the Pledgee has the right to dispose the Pledge by sales or by auctions, the money obtained from such action shall be paid the debt.; or discount the Pledge Rights to pay against the debt under the main contract.
9.3 The money obtained from disposal of Pledge exceeds the total amount of debt and all incurred expenses, the rest of the money shall belong to the Pledgee.
9.4 During disposal of the Pledge by the Pledgee, the ▇▇▇▇▇▇▇ shall provide necessary assistance, and cause no disturbance.
Article 10: Representations and Warranties of ▇▇▇▇▇▇▇
10.1 Acknowledges all clause of the main contract, voluntarily Provides the Pledge Guarantee for the debtor, the representations in this contract is true.
10.2 The ▇▇▇▇▇▇▇ is the manager of the Pledge with a complete, valid legal authorization, no dispute related to ownership and managing right on above Pledge, it is qualified to pledge without any limitation, and shall not cause any influence on Pledgee to realize the Pledge Rights.
10.3 The main contract is a "bank ▇▇▇▇ acceptance agreement", the ▇▇▇▇▇▇▇ shall ensure that any dispute rising among the debtor and holder of the acceptance bills and endorser and other parties, shall cause no affect on the ▇▇▇▇▇▇▇ bearing the guarantee obligations to Pladgee.
10.4 ▇▇▇▇▇▇▇ incurs such following events, shall inform the Pledgee in writing in time:
10.4.1 changes on business operating system, including but not limited to, contract business, leasing, combination, merger (or acquisition), splitting, stock reform, joint venture, transferring assets.
10.4.2 involved into a material economic dispute, business suspension, applying (being applied) for a bankruptcy, being applied for dismissing, suspended to reform, registration cancelled, business license withdrawn, corporate cancelled, Changes on business name, address, legal representative, contact telephone, in such event, the ▇▇▇▇▇▇▇ shall inform the Pledgee in 5 days after the event occurs.
10.5 Within the valid period of the contract, the Pledgee transfers the debt claim under the contract to a third party; the ▇▇▇▇▇▇▇ shall still bear the joint guarantee obligation under the Pledge guarantee scope.
10.6 The Pledge Rights incurs trespass or may incurs trespass, the ▇▇▇▇▇▇▇ shall inform in time and assist Pledgee to Prevent from the trespass.
10.7 To amend the main contract between the Pledgee and the debtor through consultations, except the extension or raising the amount, the consent from ▇▇▇▇▇▇▇ is not needed; the ▇▇▇▇▇▇▇ shall still bear the joint guarantee obligation under the Pledge guarantee scope.
10.8 To bear such relevant expenses, including but not limited to all the costs and expenses of, attorney, authentication, notarization, assessment, registration, transferring, keeping, litigation, etc.
Article 11: Breach of Faith
11.1 The contract becomes effective, the Pledgee and the Pledgee shall carry out the obligations stipulated under this contract. any party fails to fulfill or partly fulfill the obligations under the contract, shall take the relevant breach responsibility, an provide the compensation to another party to recover the losses.
11.2 ▇▇▇▇▇▇▇ makes false statements under the Item10.1, 10.2, and causes losses to Pledgee, shall bear the compensation responsibility.
11.3 It is not Pledgee's fault which causes the contract invalid, the ▇▇▇▇▇▇▇ shall provide the compensation to the Pledgee under the Pledge guarantee scope of this contract.
Article 12: Effectiveness, Amendment and Termination
12.1 This contract shall be set up after it is signed and sealed by both parties; become effective on the date when the Certificates is handed over to Pledgee; if a pledge registration in required, the contract shall become effective on the date of registration.
12.2 The contract becomes effectives, except stipulated by another agreement, any party shall not amend or terminate the contract; if the above amendment or termination is needed, a notice in writing shall be provide to another party, both parties shall reach a written agreement through consultations.
Article 13: Dispute Settlement
13.1 Any dispute rising out during the contract performing, shall be resolved through consultations between both parties; failing on consultation, the following Item 13.1.1 shall be selected to carry out:
13.1.1 Submit it to the Court locating where the Pledgee located
13.1.2 Submit it to ____ arbitration association (in the place of ____), pursuant to the current arbitration rules.
13.2 During the period of arbitration, the articles non-related to the dispute shall be performed as schedule.
Article 14: Other Provisions
14.1 _________________________________________________
14.2 _________________________________________________
14.3 _________________________________________________
Article 15: Appendix
15.1 Except another stipulation, any notice between both parties shall be provided in writing; any TELEX, telegraph or post mail sent by Pledgee to ▇▇▇▇▇▇▇, it shall be regarded as delivered as it sent out by post office.
15.2 This contract is made out in 3 duplicates, each for the Pledgee, the ▇▇▇▇▇▇▇ and the Debtor with the same legal effect.
Article 16: Special Note
The Pledgee hereby reminds the ▇▇▇▇▇▇▇ to completely, accurately understand the meaning of each article under the contract and the legal result which would finally causes; also, the Pledgee has made the expansion to relevant articles. Both parties have no argument on each article under the contract.
▇▇▇▇▇▇▇ (seal): Shandong Longkong Travel Development Co., Ltd (sealed)
Legal Representative (Principal) or Authorized Proxy: /s/ ZHANG SHANJIU
Date: 14-3-2008
Pledgee (seal): Agricultural Development Bank of China Junan Country Branch (sealed)
Legal Representative (Principal) or Authorized Proxy: /s/ SUN ANYUAN
Date: 14-3-2008
The following document of title has been examined by Pledgee and ▇▇▇▇▇▇▇ and confirmed it accuracy
The Pledge List is the attachment of the contract "Contract of Pledge Right" No.: 37132700-2008 ZHI-0001#
Pledge List
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Title or Certificate of title
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Certificate No.
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Unit
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Period of the Pledge
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Pledge acceptance date
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Total value
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Valuation
(Renminbi
Yuan)
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Certificate Issuer
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Debtor of Pledge
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Remark
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Permit of Charging
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37280543002
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1
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29-10-2007 to 30-6-2008
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NULL
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NULL
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91.4051 Million Yuan
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Yishui commodity prices check center
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NULL
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NULL
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▇▇▇▇▇▇▇ (seal): Shandong longkong Travel Development Co., Ltd (sealed)
Legal Representative (Principal) or Authorized Proxy: /s/ Zhang Shangjiu
Date: 14-3-2008
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Pledgee (seal): Agriculture Development Bank of China Yishui Branch (sealed)
Legal Representative (Principal) or Authorized Proxy: /s/ Sun Anyuan
Date: 14-3-2008
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