Share Pledge Agreement
Share Pledge Agreement
This Share Pledge Agreement (this “Agreement”) has been executed by and among the following parties on September 30, 2019 in Hong Kong:
Party A:Ando Holdings Limited (hereinafter “Pledgee”), a limited liability company organized and existing under the laws of State of Nevada, United States, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong;
Party B:Lam Chi Kwong Leo (hereinafter “Pledgor”), with their address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong; and
Party C:Ando Capital Investment Limited (hereinafter “ACIL”), a limited liability company organized and existing under the laws of the Hong Kong SAR, with its address at Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong.
In this Agreement, each of Pledgee, Pledgor and ACIL shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.
Whereas:
1.Pledgor is a permanent resident of Hong Kong SAR, and hold 100% of the equity interest of ACIL. ACIL is a limited liability company registered in Hong Kong. ACIL acknowledges the respective rights and obligations of Pledgor and Pledgee under this Agreement, and intends to provide any necessary assistance in registering the Pledge;
2.Pledgee is a corporation established in State of Nevada, United States. Pledgee and ACIL have executed an Business Cooperation Agreement in Hong Kong.
3.To ensure that ACIL fully performs its obligations under the Business Cooperation Agreement and pay the consulting and service fees thereunder to the Pledgee when the same becomes due, Pledgor hereby pledge to the Pledgee all of the equity interest they hold in ACIL as security for payment of the consulting and service fees by ACIL under the Business Cooperation Agreement.
To perform the provisions of the Business Cooperation Agreement, the Parties have mutually agreed to execute this Agreement upon the following terms.
Section 1.Definitions
Unless otherwise provided herein, the terms below shall have the following meanings:
1.1Pledge: shall refer to the security interest granted by Pledgor to Pledgee pursuant to Section 2 of this Agreement, i.e., the right of Pledgee to be compensated on a preferential basis for the proceeds from the conversion, auction or sales of the Equity Interest.
1.2Equity Interest: shall refer to all of the equity interest lawfully held now and hereafter acquired by Pledgor in ACIL.
1.3Term of Pledge: shall refer to the term set forth in Section 3 of this Agreement.
1.4Business Cooperation Agreement: shall refer to the Exclusive Business Cooperation Agreement executed by and between ACIL and Pledgee on September 30, 2019.
1.5Event of Default: shall refer to any of the circumstances set forth in Section 7 of this Agreement.
1.6Notice of Default: shall refer to the notice issued by Pledgee in accordance with this Agreement declaring an Event of Default.
Section 2.The Pledge
As collateral security for the timely and complete payment and performance when due (whether at stated maturity, by acceleration or otherwise) of any or all of the payments due by ACIL, including without limitation the consulting and services fees payable to the Pledgee under the Business Cooperation Agreement, Pledgor hereby pledge to Pledgee a first security interest in all of Pledgor’ right, title and interest, whether now owned or hereafter acquired by Pledgor, in the Equity Interest of ACIL.
Section 3.Term of Pledge
The Pledge shall take effect as of the date when the pledge of the Equity Interest is recorded in the Register of Shareholders of the Company and shall remain in effect until ten (10) years after the obligations under the Business Cooperation Agreement will have been fulfilled. The parties agree that, if situations allow, they will use their best efforts to register the Pledge with the related regulatory organization at the place of registration of the Company, i.e., Hong Kong SAR. However, the parties confirm that the effectiveness of this Agreement is not subject to the registration unless the laws and regulations of the Hong Kong provide otherwise.
During the term of the Pledge, the Pledgee shall be entitled to dispose of the pledged assets in accordance with this Agreement in the event that the Pledgor do not perform their obligations under the Loan Agreement.
Section 4.Custody of Records for Equity Interest subject to Pledge
4.1During the Term of Pledge set forth in this Agreement, Pledgor shall deliver to Pledgee’s custody the capital contribution certificate for the Equity Interest and the shareholders’ register containing the Pledge within one week from the execution of this Agreement. Pledgee shall have custody of such items during the entire Term of Pledge set forth in this Agreement.
4.2Pledgee shall have the right to collect any and all dividends declared or generated in connection with the Equity Interest during the Term of Pledge.
Section 5.Representations and Warranties of Pledgor
5.1Pledgor is the sole legal and beneficial owner of the Equity Interest.
5.2Pledgee shall have the right to dispose of and transfer the Equity Interest in accordance with the provisions set forth in this Agreement
5.3Except for the Pledge, Pledgor have not placed any security interest or other encumbrance on the Equity Interest.
Section 6.Covenants and Further Agreements of Pledgor
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6.1Pledgor hereby covenant to the Pledgee, that during the term of this Agreement, Pledgor shall:
6.1.1not transfer the Equity Interest, place or permit the existence of any security interest or other encumbrance on the Equity Interest, without the prior written consent of Pledgee, except for the performance of the Exclusive Option Agreement executed by Pledgor, the Pledgee and ACIL on the execution date of this Agreement;
6.1.2comply with the provisions of all laws and regulations applicable to the pledge of rights, and within 5 days of receipt of any notice, order or recommendation issued or prepared by relevant competent authorities regarding the Pledge, shall present the aforementioned notice, order or recommendation to Pledgee, and shall comply with the aforementioned notice, order or recommendation or submit objections and representations with respect to the aforementioned matters upon Pledgee’s reasonable request or upon consent of Pledgee;
6.1.3promptly notify Pledgee of any event or notice received by Pledge or that may have an impact on Pledgee’s rights to the Equity Interest or any portion thereof, as well as any event or notice received by Pledgor that may have an impact on any guarantees and other obligations of Pledgor arising out of this Agreement.
6.2Pledgor agree that the rights acquired by Pledgee in accordance with this Agreement with respect to the Pledge shall not be interrupted or harmed by Pledgor or any heirs or representatives of Pledgor or any other persons through any legal proceedings.
6.3To protect or perfect the security interest granted by this Agreement for payment of the consulting and service fees under the Business Cooperation Agreement, Pledgor hereby undertake to execute in good faith and to cause other parties who have an interest in the Pledge to execute all certificates, agreements, deeds and/or covenants required by Pledgee. Pledgor also undertake to perform and to cause other parties who have an interest in the Pledge to perform actions required by Pledgee, to facilitate the exercise by Pledgee of its rights and authority granted thereto by this Agreement, and to enter into all relevant documents regarding ownership of Equity Interest with Pledgee or designee(s) of Pledgee (natural persons/legal persons). Pledgor undertake to provide Pledgee within a reasonable time with all notices, orders and decisions regarding the Pledge that are required by Pledgee.
6.4Pledgor hereby undertakes to comply with and perform all guarantees, promises, agreements, representations and conditions under this Agreement. In the event of failure or partial performance of its guarantees, promises, agreements, representations and conditions, Pledgor shall indemnify Pledgee for all losses resulting therefrom.
Section 7.Event of Breach
7.1The following circumstances shall be deemed Event of Default:
7.1.1ACIL fails to fully and timely fulfill any liabilities under the Business Cooperation Agreement, including without limitation failure to pay in
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full any of the consulting and service fees payable under the Business Cooperation Agreement or breaches any other obligations of ACIL thereunder;
7.1.2Pledgor or ACIL has committed a material breach of any provisions of this Agreement;
7.1.3Except as expressly stipulated in Section 6.1.1, Pledgor transfer or purport to transfer or abandons the Equity Interest pledged or assigns the Equity Interest pledged without the written consent of Pledgee; and
7.1.4The successor or custodian of ACIL is capable of only partially perform or refuses to perform the payment obligations under the Business Cooperation Agreement.
7.2Upon notice or discovery of the occurrence of any circumstances or event that may lead to the aforementioned circumstances described in Section 7.1, Pledgor shall immediately notify Pledgee in writing accordingly.
7.3Unless an Event of Default set forth in this Section 7.1 has been successfully resolved to Pledgee’s satisfaction within twenty (20) days after the Pledgee delivers a notice to the Pledgor requesting ratification of such Event of Default, Pledgee may issue a Notice of Default to Pledgor in writing at any time thereafter, demanding the Pledgor to immediately dispose of the Pledge in accordance with the provisions of Section 8 of this Agreement.
Section 8.Exercise of Pledge
8.1Prior to the full payment of the consulting and service fees described in the Business Cooperation Agreement, without the Pledgee’s written consent, Pledgor shall not assign the Pledge or the Equity Interest in ACIL.
8.2Pledgee may issue a Notice of Default to Pledgor when exercising the Pledge.
8.3Subject to the provisions of Section 7.3, Pledgee may exercise the right to enforce the Pledge at any time after the issuance of the Notice of Default in accordance with Section 7.2. Once Pledgee elects to enforce the Pledge, Pledgor shall cease to be entitled to any rights or interests associated with the Equity Interest.
8.4In the event of default, Pledgee is entitled to dispose of the Equity Interest pledged in accordance with applicable Hong Kong SAR laws. Only to the extent permitted under applicable Hong Kong SAR laws, Pledgee has no obligation to account to Pledgor for proceeds of disposition of the Equity Interest, and Pledgor hereby waives any rights it may have to demand any such accounting from Pledgee; Likewise, in such circumstance Pledgor shall have no obligation to Pledgee for any deficiency remaining after such disposition of the Equity Interest pledged.
8.5When Pledgee disposes of the Pledge in accordance with this Agreement, Pledgor and ACIL shall provide necessary assistance to enable Pledgee to enforce the Pledge in accordance with this Agreement.
Section 9.Assignment
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9.1Without Pledgee’s prior written consent, Pledgor shall not have the right to assign or delegate its rights and obligations under this Agreement.
9.2This Agreement shall be binding on Pledgor and its successors and permitted assigns, and shall be valid with respect to Pledgee and each of its successors and assigns.
9.3At any time, Pledgee may assign any and all of its rights and obligations under the Business Cooperation Agreement to its designee(s) (natural/legal persons), in which case the assigns shall have the rights and obligations of Pledgee under this Agreement, as if it were the original party to this Agreement. When the Pledgee assigns the rights and obligations under the Business Cooperation Agreement, upon Pledgee’s request, Pledgor shall execute relevant agreements or other documents relating to such assignment.
9.4In the event of a change in Pledgee due to an assignment, Pledgor shall, at the request of Pledgee, execute a new pledge agreement with the new pledgee on the same terms and conditions as this Agreement.
9.5Pledgor shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by the Parties hereto or any of them, including the Exclusive Option Agreement and the Power of Attorney granted to Pledgee, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. Any remaining rights of Pledgor with respect to the Equity Interest pledged hereunder shall not be exercised by Pledgor except in accordance with the written instructions of Pledgee.
Section 10.Termination
Upon the full payment of the consulting and service fees under the Business Cooperation Agreement and upon termination of ACIL’s obligations under the Business Cooperation Agreement, this Agreement shall be terminated, and Pledgee shall then cancel or terminate this Agreement as soon as reasonably practicable.
Section 11.Handling Fees and Other Expenses
All fees and out of pocket expenses relating to this Agreement, including but not limited to legal costs, costs of production, stamp tax and any other taxes and fees, shall be borne by ACIL.
Section 12.Confidentiality
The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any
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confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
Section 13.Governing Law and Resolution of Disputes
13.1The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of Hong Kong SAR.
13.2In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party’s request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the Hong Kong International Arbitration Centre for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Hong Kong, and the language used in arbitration shall either be English or Chinese. The arbitration award shall be final and binding on all Parties.
13.3Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
Section 14.Notices
14.1All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such party set forth below. A confirmation copy of each notice shall also be sent by E-mail. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
14.2 Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.
14.3Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).
14.4For the purpose of notices, the addresses of the Parties are as follows:
Party A: Ando Holdings Limited
Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong
Attn: Lam Chi Kwong Leo
Phone: +852 23519122
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Party B: Lam Chi Kwong Leo
Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong
Phone: +852 23519122
Party C : Ando Capital Investment Limited
Address: Room 1107 11/F Lippo Sun Plaza, 28 Canton Road, Tsim Sha Tsui, Hong Kong
Attn: Lam Chi Kwong Leo
Phone: +852 23519122
14.5Any Party may at any time change its address for notices by a notice delivered to the other Parties in accordance with the terms hereof.
Section 15.Severability
In the event that one or several of the provisions of this Contract are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Contract shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
Section 16.Attachments
The attachments set forth herein shall be an integral part of this Agreement.
Section 17.Effectiveness
17.1Any amendments, changes and supplements to this Agreement shall be in writing and shall become effective upon completion of the governmental filing procedures (if applicable) after the affixation of the signatures or seals of the Parties.
17.2This Agreement is written in English in three copies. Pledgor, Pledgee and ACIL shall hold one copy respectively. Each copy of this Agreement shall have equal validity.
Attachments:
1.Shareholders’ Register of ACIL;
2.The Capital Contribution Certificate for ACIL;
3.Exclusive Business Cooperation Agreement.
<<Signatures page follows>>
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IN WITNESS THEREFORE, the parties hereto have caused this Agreement to be executed and delivered as of the date first above written.
Pledgor :
By:/s/ Lam Chi Kwong Leo
Name:Lam Chi Kwong Leo
Pledgee (Ando Holdings Limited):
By:/s/ Lam Chi Kwong Leo
Name:Lam Chi Kwong Leo
Title:Director
ACIL (Ando Capital Investment Limited):
By:/s/ Lam Chi Kwong Leo
Name:Lam Chi Kwong Leo
Title:Director
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