Equity pledge contract
Contract No.: Pledgor (Party A):
Residence: Legal representative (person in charge):
Pledgee (Party B).
Residence: Legal representative:
Place of signing: In order to ensure the performance of the "[] loan contract (hereinafter referred to as the "main contract") signed by the debtor and the pledgee, and to ensure the realization of the pledgee's creditor's rights, the pledgor has provided pledge guarantee and gone through the corresponding pledge registration procedures with the [] % of the equity of the [] company it already holds. In accordance with the relevant laws, regulations and rules, Party A and Party B shall enter into this contract through consultation in order to jointly abide by and implement it.
Article 1 Pledge of equity.
1. Party A shall set up a pledge with the following equity:
Party A's [] % equity interest in the company.
The dividends, bonuses, allotments, share gifts and other derivative rights arising from the above-mentioned pledged equity are also pledged.
2. Party A shall exercise the greatest care to maintain the validity and value of the pledged equity. The value of the pledged equity increases, and the increased part is still used as the pledge guarantee for Party B's claims.
3. If the value of the pledged equity has been or may be reduced, affecting the realization of Party B's creditor's rights, Party A shall provide new security according to Party B's requirements.
Article 2 Scope of pledge guarantee.
The scope of the guarantee under this contract is as follows:
1. All debts under the main contract, including but not limited to all principal, interest (including compound interest and penalty interest), liquidated damages, compensation, other payments payable by the debtor to Party B (including but not limited to relevant handling fees, telecommunications fees, miscellaneous fees, relevant bank charges that foreign beneficiaries refuse to bear, etc.), expenses incurred by Party B in realizing claims and security rights (including but not limited to litigation fees, arbitration fees, property preservation fees, travel expenses, execution fees, appraisal fees, auction fees, notary fees, service fees, announcement fees, etc.) attorney's fees, etc.).
2. The principal amount (currency) under the main contract RMB (the amount is capitalized) and interest (including compound interest and penalty interest), liquidated damages, compensation, other payments payable by the debtor to Party B (including but not limited to relevant handling fees, telecommunications fees, miscellaneous fees, relevant bank charges that the foreign beneficiary refuses to bear, etc.), and expenses incurred by Party B in realizing the creditor's rights and security rights (including but not limited to litigation fees, arbitration fees, property preservation fees, travel expenses, execution fees, appraisal fees, auction fees, notary fees, service fees, and announcement fees). , attorney's fees, etc.).
Article 3 Registration and notification of pledged equity.
Within 15 working days after the signing of this contract, 1Both parties shall go to the corresponding registration department to complete the pledge registration and other relevant formalities. Party A shall hand over the pledge certificate, the original pledge registration document and other rights certificates to Party B on the day of completion of the pledge registration.
2.Party A shall notify the company issuing the pledged equity in writing of the fact of the equity pledge, and require the above-mentioned company to pay dividends, bonuses and other related payments to the designated account of Party B's bank during the duration of the pledge, and obtain the company's written receipt; If the company pays the above dividends, bonuses and other related payments to Party A, Party A shall immediately transfer them to the account designated by Party B. The money in the above-mentioned designated account also provides pledge guarantee for Party B's claims under this contract.
Article 4 Variation of the Main Contract.
1. If Party B and the debtor agree to change the terms of the main contract (including but not limited to changing the repayment currency, repayment method, loan account number, repayment account number, payment plan, repayment plan, value date, interest settlement date, and change the start date or end date of the debt performance period if the debt performance period is not extended), Party A agrees to assume the guarantee liability for the debts under the changed main contract.
However, if Party B and the debtor agree to extend the debt performance period or increase the principal amount of the creditor's right without the prior consent of Party A, Party A shall only bear the guarantee liability for the debts under the main contract before the change in accordance with the provisions of this contract.
2. Party A's guarantee liability shall not be reduced or reduced due to any of the following circumstances:
1) Party B or the debtor has restructuring, merger, merger, division, increase or decrease of capital, joint venture, joint venture, name change, etc.;
2) Party B entrusts a third party to perform its obligations under the main contract.
3. If the creditor's rights under the main contract are transferred to a third party, Party A shall assist Party B and the third party in going through the registration procedures for the change of pledge as required by law.
4. If the transfer of creditor's rights or debts under the main contract has not taken effect, is invalid, revoked or discharged, Party A shall still bear the guarantee liability to Party B in accordance with this contract.
Article 5 Obstruction by third parties.
1. If the state or other third party cancels, confiscates, forcibly withdraws, seals, freezes, seizes, supervises, detains, retains lien, auctions, or forcibly occupies the pledged equity, Party A shall provide a new guarantee that meets Party B's requirements.
2. The remaining part of the pledged equity after the occurrence of the circumstances in the preceding paragraph shall still be used as the pledge guarantee for Party B's creditor's rights. The compensation and compensation obtained by Party A due to the above reasons shall be deposited into the account designated by Party B. Party B has the right to choose any of the following methods to deal with the above amounts, and Party A shall assist in handling the relevant procedures.
1) Paying off or paying off in advance the principal and interest of the debts and related expenses under the main contract;
2) Providing pledge security for debts under the main contract;
3) After Party A provides a new guarantee that meets Party B's requirements, Party A shall dispose of it freely.
Article 6 Other obligations of Party A
1. Party A shall effectively supervise the prudent operation of the company issuing the pledged equity, and shall be liable for compensation to Party B if its intentional or gross negligence causes a serious impairment of the equity value;
2. In the event of any event that may affect the value of the equity, Party A shall notify Party B in a timely manner.
Article 7 Disposal of pledged equity.
1. In the event of any of the following circumstances, Party B has the right to dispose of the pledged equity and give priority to it to pay off the debts under the main contract:
1.The debtor fails to perform the debts due under the main contract or the debts declared to be due in advance, or violates other provisions of the main contract;
2.The fluctuation of the pledged equity** may affect the security of Party B's creditor's rights.
In the event of the above circumstances, Party B has the right to exercise all its rights as a pledgee at a time and in the manner it deems appropriate without prior notice, and has the right to dispose of the pledged equity under this contract in accordance with the law, and to be compensated with the proceeds in priority, and the method of disposal shall be determined by Party B at its own discretion, including but not limited to agreement transfer, auction, sale and other disposal methods, and Party A shall provide all necessary assistance. Party B also has the right to take other measures permitted by law.
2. The value of the pledged equity recorded in this contract or otherwise agreed by both parties (hereinafter referred to as the "tentative value") does not indicate the final value of the pledged equity, and its final value is the net amount of the price obtained from the disposal of the pledged equity by Party B after deducting various taxes and fees.
If the pledged equity is used to offset Party B's creditor's rights, the above-mentioned provisional value shall not be used as the basis for the pledged equity to offset Party B's creditor's rights, and the value of the pledged equity shall be determined by both parties through consultation or fair assessment in accordance with law.
3. The proceeds from Party B's disposal of the pledged equity shall be used to pay off the debts under the main contract after paying the expenses in the process of sale, auction or other disposal (including but not limited to appraisal fees, auction fees, transfer fees, taxes, etc.), and the remaining price shall be returned to Party A.
4. If Party A and the debtor are the same person, Party B may apply for compulsory enforcement of the property other than Party A's pledged equity, and it is not subject to the precondition of waiving the pledge or first disposing of the pledged equity.
5. Party A shall not hinder Party B from realizing the pledge in any way (including acts or omissions).
6. Regardless of whether Party B has other guarantees (including but not limited to guarantees, mortgages, pledges, letters of guarantee, standby letters of credit and other forms of security) for the claims under the main contract, regardless of when the above other guarantees are established and valid, whether Party B makes claims against other guarantors, and whether any third party agrees to assume all or part of the debts under the main contract, and regardless of whether other guarantees are provided by the debtor itself, Party A's guarantee liability under this contract shall not be reduced. Party B may directly request Party A to assume the guarantee liability within the scope of its guarantee in accordance with this contract, and Party A will not raise any objection.
7. If Party A only provides guarantee for part of the debts under the main contract, Party A agrees that even if the debts under the main contract are partially extinguished due to the debtor's repayment, Party B's realization of other security rights or any other reason, Party A shall still bear the guarantee liability for the debts that have not been extinguished within the scope of the guarantee in accordance with the provisions of this contract.
8. If Party A only provides guarantee for part of the debts under the main contract, and Party A's debts under the main contract have not been fully paid off after Party A assumes the guarantee liability, Party A undertakes that its claim (including the exercise in advance) of the right of subrogation or recourse from the debtor or other guarantors shall not cause any damage to the interests of Party B, and agrees that the repayment of the debts under the main contract shall have priority over the realization of Party A's right of subrogation or recovery.
Specifically, before Party B's claims are fully repaid, Party A agrees not to claim subrogation or recourse against the debtor or other guarantors; If, for any reason, Party A realizes the above rights, the proceeds shall be used to pay off Party B's unpaid claims in priority;
2) If the debt under the main contract is secured in kind, Party A agrees not to claim the collateral or the price obtained after its disposal on the grounds of exercising subrogation or for any other reason, and the above-mentioned collateral and the proceeds shall be used to pay off Party B's unpaid claims in priority.
3) If the debtor or other guarantor provides a counter-guarantee for Party A, the money obtained by Party A based on the above-mentioned counter-guarantee shall be used to pay off Party B's unpaid creditor's rights in priority.
9. If the main contract is not established, does not take effect, is invalid, partially invalid, or is revoked or dissolved, and Party A and the debtor are not the same person, Party A shall be jointly and severally liable with the debtor for the debts formed by the debtor due to the return of property or compensation for losses within the scope of the guarantee agreed in this contract.
10. Party A has fully recognized the interest rate risk. If Party B adjusts the interest rate level, interest calculation or interest settlement method according to the agreement of the main contract or the change of the country's interest rate policy, resulting in an increase in the interest, penalty interest and compound interest payable by the debtor, Party A shall also bear the guarantee liability for the increased part.
Ten. 1. If the debtor has other debts due to Party B in addition to the debts under the main contract, Party B has the right to transfer the funds in RMB or other currencies in the debtor's account opened with the China Construction Bank system to pay off any debts due first, and Party A's guarantee liability shall not be reduced or reduced in any way.
Article 8 Cancellation of the registration of pledged equity.
After the debts secured by the pledged equity are repaid, Party A has the right to request Party B to assist in the registration and cancellation of the pledged equity after paying all the expenses that should be borne by Party A under this contract.
Article 9 Liability for breach of contract.
1. If Party A violates any of the provisions of this contract or there are any falsehoods, errors or omissions in the representations and warranties, Party B has the right to take one or more of the following measures:
1.require Party A to rectify the breach of contract within a time limit;
2.Require Party A to provide a new guarantee;
3.Require Party A to compensate for losses;
4.disposition of pledged equity;
5.Other remedies permitted by law.
2. Party B has the right to choose any of the methods agreed in subparagraphs (1) to (3) of the second paragraph of Article 5 to dispose of the proceeds from the disposal of the pledged equity, and Party A shall assist in handling the relevant procedures.
3. If the pledge is not validly established due to Party A's reasons, or the value of the pledged equity is reduced, or Party B fails to fully realize the pledge in a timely and full manner, and Party A and the debtor are not the same person, Party B has the right to require Party A to bear joint and several liability for the guaranteed debt and the debtor within the scope of the guarantee agreed in this contract.
Article 10 Miscellaneous.
1. Bearing of Costs.
All expenses related to this contract and the pledged equity (including but not limited to possession, management, disposal, registration, notarization, insurance, transportation, warehousing, storage, valuation, repair, maintenance, auction, transfer, etc.) shall be borne by Party A, unless otherwise agreed by both parties.
Collection of amounts due.
Party B shall have the right to transfer the corresponding amount in RMB or other currencies from Party A's account opened in China Construction Bank system without prior notice to Party A for all amounts payable by Party A under this Contract. If it is necessary to go through the procedures for foreign exchange settlement and sale or foreign exchange trading, Party A has the obligation to assist Party B in handling it, and the exchange rate risk shall be borne by Party A.
3. Use of Party A's Information.
Party A agrees that Party B shall inquire about Party A's credit status from the credit database approved by the People's Bank of China and the competent department of credit investigation or relevant units and departments, and agree that Party B shall provide Party A's information to the credit database approved by the People's Bank of China and the competent department of credit investigation. Party A also agrees that Party B may also reasonably use and disclose Party A's information for business needs.
Fourth, the announcement of collection.
In the event of Party A's breach of contract, Party B has the right to notify the relevant departments or units, and has the right to announce and collect through the news.
5. The evidentiary effect of Party B's records.
Unless there is reliable and definite evidence to the contrary, Party B's internal accounting records of principal, interest, fees and repayment records, as well as the documents and vouchers produced or retained by Party B in the course of the debtor's withdrawal, repayment and interest payment, as well as Party B's records and vouchers for loan collection, constitute effective evidence to prove the creditor's rights relationship under the main contract. Party A shall not raise objections solely because the above-mentioned records, records, documents and vouchers are unilaterally made or retained by Party B.
6. Reservation of Rights.
Party B's rights under this contract do not affect or exclude any rights it may have under laws, regulations and other contracts. Any indulgence, indulgence, preference or delay in the exercise of any right under this contract for breach or delay shall not be deemed as a waiver of the right or interest under this contract or the permission or approval of any breach of this contract, nor shall it affect, prevent or hinder the continued exercise of such right or the exercise of any other right thereof, nor shall it cause Party B to assume obligations and liabilities to Party A.
Even if Party B does not exercise or delay the exercise of any rights under the main contract or fails to exhaust any remedies under the main contract, Party A's guarantee liability under this contract shall not be reduced as a result, but if Party B reduces its debts under the main contract, Party A's guarantee liability under this contract shall be reduced accordingly.
7. Party A shall immediately notify Party B (unless Party B has been aware) of any division, dissolution, bankruptcy procedure, revocation of industrial and commercial registration, revocation of business license, infringement, seizure or freezing of pledged equity, dispute over ownership of pledged equity or cancellation of certificate of right (clear).
8. Dissolution or bankruptcy of the debtor.
After Party A knows that the debtor has entered the dissolution or bankruptcy procedure, it shall immediately notify Party B to declare its creditor's rights, and at the same time, it shall participate in the dissolution or bankruptcy procedure in a timely manner and exercise the right of recovery in advance. If Party A knows or should know that the debtor has entered into dissolution or bankruptcy proceedings, but fails to exercise the right of recovery in advance in a timely manner, Party A shall bear its losses.
Notwithstanding the provisions of Paragraph 6, Paragraph 2 of this Article, in the debtor's bankruptcy proceedings, if Party B and the debtor reach a settlement agreement or agree to a reorganization plan, Party B's rights under this contract shall not be impaired by the settlement agreement or reorganization plan, and Party A's guarantee liability shall not be reduced. Party A shall not oppose Party B's claims under the conditions stipulated in the settlement agreement or reorganization plan. Party B still has the right to require Party A to bear the guarantee liability for the part of the creditor's rights that cannot be repaid due to the concession made concessions to the debtor in the settlement agreement or reorganization plan.
9. Party A is dissolved or bankrupt.
In the event of dissolution or bankruptcy of Party A, Party B has the right to participate in Party A's liquidation or bankruptcy proceedings and declare its rights even if Party B's claims under the main contract have not yet expired.
10. If Party A's mailing address or *** changes, Party B shall be notified in writing immediately, and Party A shall bear the losses caused by the failure to notify in time. Party B shall send relevant notices and written correspondence to the address recorded in the address of Party A's domicile column in this contract (if there is any change, the address specified in Party A's valid notice) shall be valid.
11. Other agreed matters.
1. Party B's handling bank and seal
Party A confirms that after this contract comes into effect, Party B may entrust China Construction Bank Co., Ltd. Shenzhen Branch or one or more of its branches as the handling bank of this contract, and the handling bank has the right to perform its obligations under this contract in its own name, sign relevant legal documents, and enjoy the rights under this contract, including but not limited to being responsible for the actual performance of this contract (in whole or in part), debt collection, litigation and arbitration, enforcement and other matters. If the handling bank fulfills Party B's obligations under this contract, Party B shall be deemed to have performed this contract, and Party A's obligations and responsibilities shall not be reduced or reduced in any way. Party B or the handling bank has the right to affix the official seal of Party B or the handling bank, the special seal of the relevant business or the special seal of the contract on the relevant materials or vouchers.
Ten. 2. Contract dispute resolution methods.
Disputes arising during the performance of this contract can be resolved through negotiation, and if the negotiation fails, it shall be resolved in accordance with the following method (1), and during the litigation or arbitration period, the terms of this contract that do not involve the disputed part shall still be performed.
1) Filing a lawsuit with the people's court at the place where Party B is domiciled.
2) Filing a lawsuit with the people's court at the place where the contract is signed.
3) Submit to the Arbitration Commission (the place of arbitration shall be arbitration in accordance with the arbitration rules in force at the time of application for arbitration. The arbitral award shall be final and binding on both parties.
Ten. 3. Effectiveness of the contract
This contract shall come into force after being signed or stamped with the official seal by the legal representative (person in charge) or authorized person of Party A and signed or stamped with the official seal by the person in charge of Party B or the authorized person.
Ten. 4. This contract shall be executed in duplicate.
Article 12 Party A's Representations and Warranties.
1. Party A is clearly aware of Party B's business scope and authorized authority.
2. Party A has read all the terms of this contract and the main contract. At the request of Party A, Party B has made corresponding terms and conditions for this contract and the main contract. Party A has fully understood the meaning of this contract and the terms of the main contract and the corresponding legal consequences.
3. Party A has the legal qualification of the guarantor, and Party A's guarantee under this contract conforms to the provisions of laws, administrative regulations, rules and Party A's articles of association or internal organizational documents, and has been approved by the company's internal authorities or state authorities. Party A shall bear all liabilities arising from Party A's lack of authority to sign this contract, including but not limited to full compensation for the losses suffered by Party B.
4. Party A confirms that it has fully understood the debtor's assets, debts, operations, credit, reputation, etc., whether it has the qualifications and authority to sign the main contract, and all the contents of the main contract.
5. Party A's provision of this pledge guarantee does not harm the legitimate interests of any third party and does not violate Party A's statutory and contractual obligations.
6. Party A legally owns the pledged equity and enjoys the right to dispose of it, and the pledged equity is not a property that is prohibited from circulation and transfer, and has not been sealed or seized, and there is no ownership dispute.
7. The pledged equity and the certificate of right are true, complete, legal and valid.
8. There are no other co-owners of the pledged equity, or although there are other co-owners, the written consent of the other co-owners has been obtained.
9. There is no defect or burden of the pledged equity that Party B has not been notified in writing, including but not limited to the restricted, supervised, or lien transfer of the pledged equity or the pledged equity has been secured by a third party.
10. Without the written consent of Party B, Party A shall not dispose of the pledged equity in any way, including but not limited to repeated guarantee and transfer.
Ten. 1. All materials and information provided by Party A to Party B are accurate, true, complete and valid.
Ten. 2. If Party A or the debtor fails to comply with the laws, regulations or rules related to environmental and social risk management, or may bring harm to the environment and society and related risks (including but not limited to environmental and social issues related to energy consumption, pollution, land, health, safety, resettlement, ecological protection, energy conservation and emission reduction, climate change, etc.) in construction, production and business activities, Party B has the right to exercise the security rights under this contract in advance and take other remedial measures agreed in this contract or permitted by law.
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This page is the signing page of the "Equity Pledge Contract" numbered [ ], without text).
Party A (official seal):
Legal representative (person in charge) or authorized person (signature):
Party B (official seal):
The person in charge or the authorized person (signature):
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