Equity Pledge (Counter Guarantee) Contract

The pledgor: the pledgor, the man and the woman.

Pledgee: the "pledgee"

according to

(1) Party B provides guarantee to the company (borrower) under the guarantee letter for the loan of RMB $10, 000, 000, 000 yuan. The term of the loan is for the year.

The duration of this equity pledge is up to the year after the above principal debts have been compensated.

Two, Party A is willing to pledge to Party B the shares owned by the company (borrowers), which is a% of the shares of the company, as a counter guarantee, to repay the debts incurred by Party B after fulfilling its liability for guaranty.

Party A guarantees that half of the shareholders of the company (borrower) agree that Party A will take the stock of the company in possession of its ownership, and Party A will issue a resolution on the related shareholders' meeting with Party B.

The value of a party's shares as a pledge is assessed as "ten thousand yuan".

Three, Party A guarantees full and effective disposition of the shares listed above, and guarantees that the above shares are not mortgaged before the third party is recovered.

Four.

Five, the ownership certificate of the above share certificates shall be delivered to Party B within a working day from the date of entry into force of this contract. Party B shall keep it during the period of pledge, and Party A shall not dispose of the pledge shares arbitrarily during the period of pledge.

Six, if the company fails to repay the loan principal and interest on time, it causes Party B to bear the liability of guaranty.

Party B has the right to deal with the shares in pledge, such as discount, auction, sale, etc., and the proceeds shall be paid first.

Seven, Party B has the right to collect the fruits of the above pledge.

Eight, if the shares of a listed company are pledged, they must go through the quality registration with the securities registration authority after signing this agreement. This agreement will come into effect on the date of registration.

If the Party A shares the shares of the limited liability company or the unlisted Limited by Share Ltd, the pledge should be credited to the shareholder list of the company, and this Agreement shall come into force on the day of its registration into the register of shareholders.

Party A will deliver the register of shareholders to the Party B (original one).

Nine. This agreement is applicable to People's Republic of China laws and local laws and regulations.

If disputes arise, they should be resolved through consultation. If they fail to negotiate, they can bring a lawsuit against the court of the city.

Ten. This agreement is in three copies, each party holds one copy, and the notary office keeps one.

Eleven. Matters not covered by this agreement can be negotiated by both parties and signed by other parties as an appendix to this agreement.