Attached files
| file | filename |
|---|---|
| 8-K - China Housing & Land Development, Inc. | v210050_8k.htm |
| EX-10.2 - China Housing & Land Development, Inc. | v210050_ex10-2.htm |
| EX-10.8 - China Housing & Land Development, Inc. | v210050_ex10-8.htm |
| EX-10.6 - China Housing & Land Development, Inc. | v210050_ex10-6.htm |
| EX-10.9 - China Housing & Land Development, Inc. | v210050_ex10-9.htm |
| EX-10.3 - China Housing & Land Development, Inc. | v210050_ex10-3.htm |
| EX-10.4 - China Housing & Land Development, Inc. | v210050_ex10-4.htm |
| EX-10.7 - China Housing & Land Development, Inc. | v210050_ex10-7.htm |
| EX-10.5 - China Housing & Land Development, Inc. | v210050_ex10-5.htm |
EQUITY
PLEDGE AGREEMENT
This
EQUITY PLEDGE AGREEMENT,
dated as of January 31, 2011 (this “Agreement”), is executed by
and among China Housing and Land Development, Inc., a corporation incorporated
and established under the laws of the state of Nevada (the “Pledgor”), and Tianjin Cube
Xindao Equity Investment Fund Partnership (LLP), Tianjin Cube Xinde Equity
Investment Fund Partnership (LLP), Tianjin Cube Xinren Equity Investment Fund
Partnership (LLP), and Tianjin Cube Xinyi Equity Investment Fund Partnership
(LLP), as pledgees with respect to the Shares (as defined below) (with their
successors in such capacity, collectively the “Pledgees” and individually, a
“Pledgee” )
WITNESSETH
WHEREAS, the Pledgees and the
Pledgor’s wholly-owned, China-incorporated subsidiary, Tsining Housing
Development Co., Ltd. (the “Obligor”) are direct and
indirect parties to certain Loan Agreements dated on or about January 31, 2011
(collectively, the “Loan
Agreement”) involving the Pledgees separately and individually entrusting
China Construction Bank Co., Ltd (Shanxi Branch) to provide a loan of
approximately RMB200,000,000 (Two Hundred Million Renminbi Yuan) in aggregate
amount to the Obligor. The relevant loan agreements are in the form
attached hereto as Exhibit A (collectively, the “Loan Agreement”);
and
WHEREAS, the Pledgor shall
pledge 100% of its equity interests in Wayfast Holdings Limited, a corporation
incorporated under the laws of the British Virgin Islands (the “Subsidiary”), representing
100% of the outstanding equity interests of the Subsidiary (the “Equity Interest”) and register
the said pledge to secure the Pledgees’ first lien right over the Equity
Interest , in accordance with the terms and conditions of the Loan Agreement, on
behalf of the Pledgees;
NOW, THEREFORE, for and in
consideration of the foregoing, now or hereafter made to or for the benefit of
the Pledgees pursuant to the Loan Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Pledgor and the Pledgees hereby agree as follows:
|
1.
|
Pledge. To
the maximum extent permitted by applicable law, the Pledgor hereby, and
shall from time to time and on a continuous basis, pledges to the Pledgees
and grants to the Pledgees a first-lien security interest in the following
(collectively, the “Pledged
Collateral”):
|
|
|
a)
|
All
of the right, title and interest of the Pledgor in the Equity Interest on
a first lien basis now existing and hereinafter held in the name of the
Pledgor resulting from the exercise of any options or warrants (all of the
said Equity Interest being hereinafter collectively referred to as the
“Pledged Equity”),
and all dividends, distributions, cash, instruments and other property
from time to time received, receivable or otherwise distributed in respect
of, or in exchange for, any or all of the Pledged
Equity;
|
|
|
b)
|
Any
options, warrants and other rights and options in respect of or in
exchange for any or all of the Equity Interest, to the extent such
options, warrants and rights are permitted to be pledged to the Pledgees
under the then effective law;
|
|
|
c)
|
All
proceeds of the foregoing; and
|
|
|
d)
|
The
proceeds of any liquidation, winding up or dissolution of the Subsidiary
payable to the Pledgor.
|
|
2.
|
Security for
Liabilities. The Pledged Collateral secures on a first
lien basis the full and prompt payment, performance and observance when
due (whether at stated maturity, by acceleration or otherwise) of (i) the
payment of all of the principal of and interest and premium, if any,
pursuant to the Loan Agreement, (ii) all other obligations in respect of
the Loan Agreement, and (iii) all obligations of the Pledgor under this
Agreement (all such obligations referred to in Clauses (i), (ii) and (iii)
now or hereafter existing being hereinafter collectively referred to as
the “Liabilities”).
|
|
3.
|
Perfection of Pledge;
Registration and
Acknowledgments.
|
|
|
a)
|
Following
the execution of this Agreement, Pledgor shall as soon as practicable
procure the recording of the Pledged Equity under this Agreement in the
register of shareholders of the
Subsidiary.
|
|
|
b)
|
Following
the execution of this Agreement, the Pledgor shall as soon as practicable
file with the Secretary of State of the State of Nevada a financing
statement on form UCC-1 in respect of the pledge hereunder pursuant to the
Uniform Commercial Code as in effect in the State of Nevada in the United
States (the “UCC
Financing Statement”).
|
|
4.
|
Representations and
Warranties. The Pledgor represents and warrants as
follows:
|
|
|
a)
|
The
Pledgor is the sole legal and beneficial owner of the Equity Interests,
free and clear of any lien, charge, mortgage, pledge, security interest,
claim, limitation on voting rights, equity, trust or other encumbrance,
preferential arrangement, defect or restriction of any kind whatsoever
(“Liens”), except
for the liens created by this Agreement or arising by operation of
law;
|
|
|
b)
|
The
registered capital of the Subsidiary has been duly paid up by the Pledgor
to the extent required pursuant to the provisions of the Subsidiary’s
current articles of
association;
|
|
|
c)
|
All
of the Pledged Equity has been duly authorized, fully paid and duly
verified;
|
|
|
d)
|
As
of the date hereof, there are no existing liens, options, warrants, calls
or commitments of any character whatsoever relating to the Pledged
Equity;
|
|
|
e)
|
The
Pledgor has full power and authority to enter into this
Agreement;
|
|
|
f)
|
Any
invalidity or unenforceability relating to or against the Obligor for any
reason of any Prior to the date hereof there are no restrictions upon the
voting rights associated with, or upon the transfer of, any of the Pledged
Collateral except for the approval requirement in respect of the transfer
of the Pledged Collateral pursuant to any applicable
law;
|
|
|
g)
|
Prior
to the date hereof the Pledgor has the right to vote, pledge, assign and
grant a security interest in or otherwise transfer such Pledged Collateral
free of any Liens and the pledge of the Pledged Equity pursuant to this
Agreement creates a valid and perfected security interest in the Pledged
Collateral, securing the payment of all
Liabilities;
|
|
|
h)
|
There
is no action, suit, proceeding, governmental investigation or arbitration
before or by any governmental authority, pending, or to the knowledge of
the Pledgor, threatened against the Pledgor or any of its property which
will materially and adversely affect the ability of the Pledgor to perform
its obligations under this
Agreement;
|
2
|
|
i)
|
The
execution, delivery and performance of this Agreement by the Pledgor (i)
does not violate any indenture, trust deed, mortgage, any other agreement
or any applicable laws or regulations to which the Pledgor is a party or
is subject to or by which any of its properties or assets may be bound;
(ii) complies with all corporate organizational documents of the Pledgor;
and (iii) does not violate any restriction on such transfer or encumbrance
of the Pledged Collateral; and
|
|
|
j)
|
The
Pledged Equity constitutes 100% of the issued and outstanding Equity
Interests of the Subsidiary.
|
|
5.
|
Dividends and Other
Distributions.
|
|
|
a)
|
The
Pledgor shall be entitled to receive and retain any and all dividends and
distributions paid in respect of the Pledged Collateral, notwithstanding
such dividends and distributions being subject to the pledge and
assignment thereof pursuant to Section 2,
provided, however, that any and
all
|
|
|
i)
|
dividends
and distributions paid or payable other than in cash with respect to, and
instruments and other property received, receivable or otherwise
distributed with respect to, or in exchange for, any of the Pledged
Collateral;
|
|
|
ii)
|
dividends
and other distributions paid or payable in cash with respect to any of the
Pledged Collateral on account of a partial or total liquidation or
dissolution or in connection with a reduction of capital, capital surplus
or paid-in surplus; and
|
|
|
iii)
|
cash
paid, payable or otherwise distributed with respect to principal of, or in
redemption of, or in exchange for, any of the Pledged
Collateral;
|
shall be
Pledged Collateral, and shall be forthwith delivered to the Pledgees to hold as
Pledged Collateral and shall, if received by the Pledgor, be immediately deliver
to the Pledgees as Pledged Collateral in the same form as so received (with any
necessary endorsement); and
|
|
b)
|
The
Pledgees shall execute and deliver (or cause to be executed and delivered)
to the Pledgor all such proxies and other instruments in a form reasonably
acceptable to the Pledgor and as required by the relevant laws and
regulations to enable the Pledgor to receive the dividends which it is
authorized to receive and retain pursuant to clause (a)
above.
|
|
6.
|
Transfers and other
Liens. Other than as permitted by the terms of the Loan
Agreement, the Pledgor agrees that it will not (i) sell, transfer or
otherwise dispose of, or grant any option with respect to, any of the
Pledged Collateral without the prior written consent of the Pledgees, or
(ii) create or permit to exist any Lien upon or with respect to any of the
Pledged Collateral (except for the security interest under this Agreement
or Liens arising by operation of law). Except as permitted by
the Loan Agreement, the Pledgor further agrees that it will procure, or
take reasonable efforts to procure, that the Subsidiary and any other
direct or indirect subsidiary thereof shall carry on business only in the
ordinary course and will not dispose of or agree to dispose of a
substantial part of its assets or undertaking without the prior written
approval of the Pledgees.
|
3
|
7.
|
Defense of
Title. The Pledgor will defend the title to the Pledged
Collateral and the Liens of the Pledgees in the Pledged Collateral against
the claim of any person or entity and will maintain and preserve such
Liens.
|
|
8.
|
Remedies. After
the occurrence and during the continuation of a default under any of the
Loan Agreement, the Pledgees shall have such powers of sale and other
powers as may be conferred by any applicable
law.
|
|
9.
|
Pledgees Appointed
Attorney-in-Fact. The Pledgor hereby appoints the
Pledgees and any of their delegates or sub-delegates to be its
attorney-in-fact irrevocably coupled with an interest, with the detailed
power of delegation duly executed, with full authority, in the name of the
Pledgor or otherwise, after the occurrence and during the continuation of
a default under the Loan Agreement to take any action and to execute any
instrument which such Pledgees may deem necessary or advisable to
accomplish the purposes of this Agreement, including, without limitation,
to receive, endorse and collect all instruments made payable to the
Pledgor representing any dividend or other distribution in respect of the
Pledged Collateral or any part thereof and to give full discharge for the
same and to arrange for the transfer of all or any part of the Pledged
Collateral on the books of the Subsidiary to the name of the Pledgee or
such Pledgee’s nominee.
|
|
10.
|
Pledgees May
Perform. If the Pledgor fails to perform any agreement
contained herein, the Pledgees may themselves perform, or cause
performance of, such agreement, and the expenses of the Pledgees incurred
in connection therewith shall be payable by the Pledgorand constitute
Liabilities secured thereby.
|
|
11.
|
Expenses. The
Pledgor shall be liable for all expenses which the Pledgees may incur in
connection with the failure by the Pledgor to perform or observe any of
the provisions hereof. This survives the termination and expiry
of this Agreement.
|
|
12.
|
Security Interest
Absolute. All rights of the Pledgees and security
interests hereunder, and all obligations of the Pledgor hereunder, shall
be absolute and unconditional irrespective
of:
|
|
|
a)
|
any
lack of validity or enforceability of any provision of the Loan Agreement
or any other agreement or instrument relating
thereto;
|
|
|
b)
|
any
change in the time, manner or place of payment of, or in any other term
of, or any increase in the amount of, all or any of the Liabilities, or
any other amendment or waiver of any term of, or any consent to any
departure from any requirement of, the Loan
Agreement;
|
|
|
c)
|
any
exchange, release or non-perfection of any Lien on any other collateral,
or any release or amendment or waiver of any term of any guaranty of, or
consent to departure from any requirement of any guaranty of, all or any
of the Liabilities.
|
|
13.
|
Waivers. The
Pledgor waives, to the fullest extent permitted by applicable laws,
presentment and demand for payment of any of the Liabilities or notice of
Event of Default with respect to any of the Liabilities and all other
notices to which the Pledgor might otherwise be entitled except as
otherwise expressly provided
herein.
|
|
14.
|
Effectiveness and
Term.
|
|
|
a)
|
This
Agreement shall take effect upon
execution.
|
4
|
|
b)
|
This
Agreement shall remain in full force and effect after satisfying the
effectiveness conditions as stated in Section 14(a)
above until the final payment in full, in cash, of the
Liabilities. Upon final payment in full, in cash, of the
obligations secured by the Lien, the Pledgees will release the Lien
created hereunder.
|
|
15.
|
Definitions. The
singular shall include the plural and vice versa and any gender shall
include any other gender as the context may
require.
|
|
16.
|
Binding Effect;
Successors and Assignees. This Agreement shall be
binding upon the Pledgor and its successors and assignees, and shall inure
to the benefit of the Pledgees and its successors and
assignees. The Pledgor’s successors shall include, without
limitation, a receiver or trustee of or for the Pledgor. The
Pledgees shall provide notice to the Pledgor prior to any assignment of
this Agreement by such Pledgee.
|
|
17.
|
Governing Law and
Dispute Resolution.
|
|
|
a)
|
This
Agreement shall be construed in accordance with and governed by the law of
the State of New York.
|
|
|
b)
|
The
Pledgor hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the
State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any relevant
appellate court, in any action or proceeding arising out of or relating to
this Agreement, or for recognition or enforcement of any judgment, and
each party hereto hereby irrevocably and unconditionally agrees that all
claims in respect of any such action or proceeding may be heard and
determined in New York State court or, to the extent permitted by law, in
such Federal court. Each party hereto agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law.
|
|
|
c)
|
The
Pledgor irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection that it may now or
hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Agreement in any court referred to in
subsection (b) of this Section. Each party hereto irrevocably
waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of any such suit, action or
proceeding in any such court.
|
|
18.
|
WAIVER OF JURY
TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS GUARANTEE.
|
|
19.
|
Severability. If
any provision of this Agreement is held to be prohibited or unenforceable
in any jurisdiction the substantive laws of which are held to be
applicable hereto, such prohibition or unenforceability shall not affect
the validity or enforceability of the remaining provisions hereof and
shall not invalidate or render unenforceable such provision in any other
jurisdiction.
|
|
20.
|
Pledgees’ Duty of
Care.
|
|
|
a)
|
The
Pledgees shall be liable for any material acts, omissions, errors of
judgment or mistakes of fact or law of a material nature including,
without limitation, material acts, omissions, errors or mistakes of a
material nature with respect to the Pledged Collateral, except for those
arising out of or in connection with the Pledgor’s gross negligence or
willful misconduct or breach of any terms or any of its obligations
herein. Without limiting the generality of the foregoing, the
Pledgees shall not be under any obligation to take any steps necessary to
preserve rights in the Pledged Collateral against any other parties but
may do so at its option.
|
5
|
|
b)
|
No
provision of this Agreement shall require the Pledgees to do anything
which may: (i) be illegal or contrary to applicable law or regulation;
(ii) cause it to expend or risk its own funds or otherwise incur any
financial liability in the performance of any of its duties or in the
exercise of any of its own rights or powers, if it shall have grounds for
believing that repayment of such fundsor satisfactory indemnity against
such risk or the liability is not assured to
it.
|
|
|
c)
|
Notwithstanding
anything to the contrary in this Agreement, the Pledgees shall not in any
event be liable for any failure or delay in the performance of its
obligations hereunder if it is prevented from so performing its
obligations by any existing or future law or regulation, any existing or
future act of any governmental authority, act of God, flood, war whether
declared or undeclared, terrorism, riot, rebellion, civil commotion,
strike, lockout, other industrial action, general failure of electricity
or other supply, aircraft collision, technical failure, accidental or
mechanical or electrical breakdown, computer failure or failure of any
money transmission system or any reason which is beyond the control of the
Pledgees.
|
|
|
d)
|
The
Pledgees shall engage and consult with any legal adviser and professional
adviser selected by it and rely upon any advice so
obtained. The Pledgees and their respective directors,
officers, employees and duly appointed agents shall be protected and shall
not be liable in respect of any action taken, or omitted to be done or
suffered to be taken, in accordance with such
advice.
|
|
|
e)
|
The
Pledgees’ sole duty with respect to the custody, safekeeping and physical
preservation of the Pledged Collateral shall be to deal with it in the
same manner as the Pledgee deals with similar property for its own
account.
|
|
|
f)
|
Notwithstanding
any other term or provision of this Agreement to the contrary, the
Pledgees shall not be liable for special, punitive, indirect or
consequential loss or damage of any kind whatsoever including but not
limited to loss of profits, whether or not foreseeable, and regardless of
whether the claim for such loss or damage is made in negligence, for
breach of contract, breach of trust, breach of fiduciary obligation or
otherwise. The provisions of this section shall survive the termination or
expiration of this Agreement or the resignation or removal of the
Pledgees.
|
|
|
g)
|
The
Pledgees may execute any of its powers and perform any of its duties
hereunder directly or through delegates or attorneys and may consult with
counsel, accountants and other skilled persons to be reasonably selected
and retained by it. The Pledgees shall not be liable for the acts of such
delegates or attorneys, or for anything done, suffered or omitted by it in
accordance with the advice or opinion of any such counsel, accountants or
other skilled persons.
|
|
|
h)
|
Save
as expressly provided in this Agreement, the Pledgees will have absolute
and unfettered discretion as to the exercise of its functions and will not
be responsible for any loss, liability, cost, claim, action, demand,
damages, expense or inconvenience (for purposes of this clause,
collectively “losses”) which may result from their exercise or
non–exercise except to the extent that a court of competent jurisdiction
determines such losses arise directly from the fraud, willful misconduct
or gross negligence of the
Pledgees.
|
6
|
|
i)
|
The
Pledgees shall be obligated to perform such duties and only such duties as
are set out in this Agreement and no implied duties or obligations shall
be read into this Agreement against the
Pledgees.
|
|
|
j)
|
The
Pledgees may rely upon and shall not be liable for acting or refraining
from acting upon any written notice, instruction or request furnished to
it hereunder and believed by it to be genuine and to have been signed or
presented by the proper party or parties. The Pledgees shall be under no
duty to inquire into or investigate the validity, accuracy or content of
any such document.
|
|
|
k)
|
In
the event that the Pledgees shall be uncertain as to its duties or rights
hereunder or shall receive instructions, claims or demands, in its
opinion, conflict with any of the provisions of this Agreement, it shall
be entitled to refrain from taking any action until it is directed in
writing by a final order or judgment of a court of competent
jurisdictions.
|
|
|
l)
|
The
Pledgees may execute and exercise any of the rights or powers hereby
vested in it or perform any duty hereunder either itself or by or through
its attorneys, accountants, agents or other experts, and the Pledgees will
not be answerable or accountable for any act, default, neglect or
unintentional misconduct of any such attorneys or agents as the case may
be resulting from any such act, default, neglect or unintentional
misconduct, absent gross negligence, willful misconduct or bad faith (as
each is determined by a final non-appealable order of a court of competent
jurisdiction) in the selection and continued employment
thereof.
|
|
|
m)
|
The
Pledgees shall not be liable for any action taken or omitted by it except
to the extent that a court of competent jurisdiction determines that the
Pledgees’ gross negligence or willful misconduct directly caused or
contributed to any such loss.
|
|
21.
|
Notices.
|
Any
notice, demand, request or any other communication required or desired to be
served, given or delivered hereunder shall be in writing and shall be served,
given or delivered to the address and facsimile number of each party as
specified below:
For the
Pledgor:
China
Housing & Land Development, Inc.
Address:
6 Youyi Dong Lu, Han Yuan 4 Lou
Xi’an,
Shaanxi Province
China
710054
Attention:
Mr. Cangsang Huang
Tel: +86-29-82582632
Facsimile:
Email: chuang@chldinc.com
For the
Pledgees:
Address:
c/o Cube Capital HK Limited
Attention:
Ms. Christine Dai, Mr. Tony Chen, Mr. ZK Zhuang
Tel: 8613911050265
Facsimile:
852 2525 8003
Email:
cdai@cubecap.com,
tchen@cubecap.com,
zzhuang@cubecap.com
7
|
22.
|
Indemnity and
Expenses. The Pledgor hereby unconditionally and
irrevocably covenants and undertakes to indemnify and hold harmless the
Pledgees, their directors, officers, employees and agents (each an “Indemnified Party”) in
full at all times against all losses, liabilities, actions, proceedings,
claims, demands, penalties, damages, costs, expenses disbursements, and
other liabilities whatsoever (the “Losses”), including
without limitation incidental and out-of-pocket expenses and the costs and
expenses of legal advisors and other experts, which may be incurred,
suffered or brought against such Indemnified Party as a result or in
connection with (a) their appointment or involvement hereunder or the
exercise of any of their powers or duties hereunder or the taking of any
acts in accordance with the terms of this Agreement or its usual practice;
(b) this Agreement, the Loan Agreement and other transaction documents, or
(c) any instruction or other direction upon which the Pledgees may rely
under this Agreement, as well as the costs and expenses incurred by an
Indemnified Party of defending itself against or investigating any claim
or liability with respect of the foregoing, provided that this
indemnity shall not apply in respect of an Indemnified Party to the extent
but only to the extent that any such Losses incurred or suffered by or
brought against such Indemnified Party arises directly from the fraud,
wilful misconduct or gross negligence of such Indemnified Party as
determined by a court of competent jurisdiction. The Pledgees
shall notify the Pledgor promptly of any claim for which it may seek
indemnity. Failure by the Pledgees to so notify the Pledgor shall not
relieve the Pledgor of its obligations under this Section, to the extent
the Pledgor has been prejudiced thereby. The Pledgor shall defend the
claim, and the Pledgees shall cooperate in the defense. The Pledgor need
not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. The Pledgor need not reimburse any expense
or indemnify against any loss incurred by the Pledgees through any
Pledgee’s own willful default or gross
negligence.
|
The
obligations of the Pledgor under this Section shall survive the satisfaction and
discharge of the Loan Agreement, the resignation or removal of the Pledgees and
payment in full of the Liabilities through the expiration of the applicable
statute of limitation.
|
23.
|
No Implicit
Duties. The Pledgees shall be obligated to perform such
duties and only such duties as are set out in this Agreement and no
implied duties or obligations shall be read into this Agreement or the
against the Pledgees.
|
|
24.
|
Not Liable for
Actions. The Pledgees shall not be liable for any action
taken or omitted by it except to the extent that a court of competent
jurisdiction determines that any Pledgee’s gross negligence or willful
misconduct was the primary cause of any loss to the Pledgor.
Notwithstanding any other term or provision of this Agreement to the
contrary, no Pledgee shall be liable under any circumstances for special,
punitive, indirect or consequential loss or damage of any kind whatsoever
including but not limited to loss of profits, regardless of whether the
claim for such loss or damage is made in negligence, for breach of
contract, breach of trust, breach of fiduciary obligation or otherwise.
The provisions of this Section shall survive the termination or expiration
of this Agreement or the resignation or removal of the
Pledgees.
|
|
25.
|
Delegation and Expert
Advice. The Pledgees may execute any of their powers and
perform any of their duties hereunder directly or through delegates or
attorneys and may consult with counsel, accountants and other skilled
persons to be selected and retained by it. The Pledgees shall not be
liable for the acts of such delegates or attorneys, or for anything done,
suffered or omitted by it in accordance with the advice or opinion of any
such counsel, accountants or other skilled persons. The
Pledgees may engage and consult with any legal adviser and professional
adviser selected by it and rely upon any advice so obtained and each of
such Pledgee and its directors, officers, employees and duly appointed
agents shall be protected and shall not be liable in respect of any action
taken, or omitted to be done or suffered to be taken, in accordance with
such advice.
|
8
|
26.
|
Successor. Any
corporation into which the Pledgees may be merged or converted or with
which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Pledgees shall be a
party, or any corporation succeeding to all or substantially all the
corporate trust business of the Pledgees, shall be the successor to the
Pledgees hereunder without the execution or filing of any papers or any
further act on the part of any of the parties
hereto.
|
|
27.
|
Amendments, Waivers
and Consents. None of the terms or provisions of this
Agreement may be waived, altered, modified or amended, except by or
pursuant to an instrument in writing which is duly executed by the Pledgor
and the Pledgees. Any such waiver shall be valid only to the
extent set forth therein. A waiver by the Pledgees of any right
or remedy under this Agreement on any one occasion shall not be construed
as a waiver of any right or remedy which the Pledgees would otherwise have
on any future occasion. No failure to exercise or delay in
exercising any right, power or privilege under this Agreement on the part
of the Pledgees shall operate as a waiver thereof; and no single or
partial exercise of any right, power or privilege under this Agreement
shall preclude any other or further exercise thereof or the exercise of
any other right, power or
privilege.
|
|
28.
|
Section
Headings. The section headings herein are for
convenience of reference only, and shall not affect in any way the
interpretation of any of the provisions
hereof.
|
|
29.
|
Execution in
Counterparts; Language. This Agreement may be executed
in any number of counterparts, each of which shall be an original, but all
of which shall together constitute one and the same
agreement. The parties hereto intend the English and any
Chinese translated versions to be equally
valid.
|
|
30.
|
Joint and Several
Liability. For the avoidance of doubt, the liabilities
of the Pledgees in respect of any terms herein are joint and
several.
|
[Remainder
of page intentionally left blank]
9
IN
WITNESS WHEREOF, the Pledgor and the Pledgees have executed this Agreement as of
the date set forth above.
|
For
and on Behalf of
China
Housing & Land Development, Inc.
By:
/s/ Pingji
Lu
Name:
Pingji Lu
Title:
Authorized Person
|
Tsining
Housing Development Co., Ltd.
By:
/s/ Pingji
Lu
Name:
Pingji Lu
Title:
Authorized Person
|
|
Agreed
to and Accepted by:
|
|
|
For
and on Behalf of
Tianjin
Cube Xindao Equity Investment Fund Partnership (LLP)
By:
/s/ Ruifeng
Dai
Name:
Ruifeng Dai
Title:
Authorized Person
|
For
and on Behalf of
Tianjin
Cube Xinde Equity Investment Fund Partnership (LLP)
By:
/s/ Ruifeng
Dai
Name:
Ruifeng Dai
Title:
Authorized Person
|
|
For
and on Behalf of
Tianjin
Cube Xinren Equity Investment Fund Partnership (LLP)
By:
/s/ Ruifeng
Dai
Name:
Ruifeng Dai
Title:
Authorized Person
|
For
and on Behalf of
Tianjin
Cube Xinyi Equity Investment Fund Partnership (LLP)
By:
/s/ Ruifeng
Dai
Name:
Ruifeng Dai
Title:
Authorized
Person
|
10