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Muliang Viagoo Technology, Inc. – ‘S-1/A’ on 6/21/22 – ‘EX-10.15’

On:  Tuesday, 6/21/22, at 4:05pm ET   ·   Accession #:  1213900-22-33961   ·   File #:  333-232378

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/21/22  Muliang Viagoo Technology, Inc.   S-1/A                 93:9.6M                                   EdgarAgents LLC/FA

Pre-Effective Amendment to Registration Statement (General Form)   —   Form S-1   —   SA’33

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-1/A       Amendment No. 10 to Form S-1                        HTML   1.81M 
 2: EX-10.13    Exclusive Technical Consulting and Service          HTML     51K 
                Agreement Between Shanghai Mufeng and Shanghai                   
                Muliang, Dated February 10, 2016                                 
 3: EX-10.14    Call Option and Cooperation Agreement Among Lirong  HTML     71K 
                Wang & Zhongfang Wang and Shanghai Mufeng and                    
                Shanghai Muliang, Dated February 10, 2016                        
 4: EX-10.15    Equity Pledge Agreement Between Lirong Wang and     HTML     62K 
                Zhongfang Wang and Shanghai Mufeng                               
 5: EX-23.1     Consent of Wwc, Pc                                  HTML     27K 
11: R1          Document And Entity Information                     HTML     43K 
12: R2          Condensed Consolidated Balance Sheets               HTML    166K 
13: R3          Condensed Consolidated Balance Sheets               HTML     45K 
                (Parentheticals)                                                 
14: R4          Condensed Consolidated Statements of Income and     HTML    127K 
                Comprehensive Income (Unaudited)                                 
15: R5          Condensed Statements of Changes in Stockholders?    HTML     71K 
                Equity (Unaudited)                                               
16: R6          Condensed Consolidated Statements of Cash Flows     HTML    119K 
17: R7          Organization and Nature of Operations               HTML     79K 
18: R8          Summary of Significant Accounting Policies          HTML    200K 
19: R9          Accounts Receivable                                 HTML     38K 
20: R10         Inventories                                         HTML     39K 
21: R11         Prepayment                                          HTML     29K 
22: R12         Property, Plant and Equipment                       HTML     49K 
23: R13         Right of Use Assets                                 HTML     30K 
24: R14         Deferred Tax Assets, Net                            HTML     43K 
25: R15         Loans Payable                                       HTML     62K 
26: R16         Stockholders Equity                                 HTML     58K 
27: R17         Related Party Transactions                          HTML     43K 
28: R18         Concentrations                                      HTML     76K 
29: R19         Income Taxes                                        HTML     64K 
30: R20         Business Segments                                   HTML     39K 
31: R21         Subsequent Events                                   HTML     31K 
32: R22         Accounting Policies, by Policy (Policies)           HTML    258K 
33: R23         Summary of Significant Accounting Policies          HTML     66K 
                (Tables)                                                         
34: R24         Accounts Receivable (Tables)                        HTML     34K 
35: R25         Inventories (Tables)                                HTML     38K 
36: R26         Property, Plant and Equipment (Tables)              HTML     45K 
37: R27         Deferred Tax Assets, Net (Tables)                   HTML     41K 
38: R28         Loans Payable (Tables)                              HTML     47K 
39: R29         Related Party Transactions (Tables)                 HTML     35K 
40: R30         Concentrations (Tables)                             HTML     76K 
41: R31         Income Taxes (Tables)                               HTML     51K 
42: R32         Business Segments (Tables)                          HTML     36K 
43: R33         Organization and Nature of Operations (Details)     HTML    216K 
44: R34         Summary of Significant Accounting Policies          HTML     64K 
                (Details)                                                        
45: R35         Summary of Significant Accounting Policies          HTML     93K 
                (Details) - Schedule of details of the VIE                       
                agreements                                                       
46: R36         Summary of Significant Accounting Policies          HTML     48K 
                (Details) - Schedule of estimated useful lives                   
47: R37         Summary of Significant Accounting Policies          HTML     33K 
                (Details) - Schedule of intangible assets                        
                estimated useful lives                                           
48: R38         Summary of Significant Accounting Policies          HTML     34K 
                (Details) - Schedule of carrying values of                       
                financial instruments                                            
49: R39         Accounts Receivable (Details)                       HTML     30K 
50: R40         Accounts Receivable (Details) - Schedule of         HTML     35K 
                accounts receivable                                              
51: R41         Inventories (Details) - Schedule of inventories     HTML     35K 
52: R42         Prepayment (Details)                                HTML     29K 
53: R43         Property, Plant and Equipment (Details)             HTML     31K 
54: R44         Property, Plant and Equipment (Details) - Schedule  HTML     49K 
                of property, plant and equipment                                 
55: R45         Right of Use Assets (Details)                       HTML     38K 
56: R46         Deferred Tax Assets, Net (Details) - Schedule of    HTML     37K 
                deferred tax assets                                              
57: R47         Loans Payable (Details)                             HTML     65K 
58: R48         Loans Payable (Details) - Schedule of long-term     HTML     38K 
                loan and current portion of long-term loan                       
59: R49         Loans Payable (Details) - Schedule of long-term     HTML     33K 
                loan and current portion of long-term loan                       
                (Parentheticals)                                                 
60: R50         Loans Payable (Details) - Schedule of future loan   HTML     37K 
                obligations                                                      
61: R51         Stockholders Equity (Details)                       HTML    131K 
62: R52         Related Party Transactions (Details)                HTML     44K 
63: R53         Related Party Transactions (Details) - Schedule of  HTML     39K 
                balance due to related parties                                   
64: R54         Concentrations (Details)                            HTML     33K 
65: R55         Concentrations (Details) - Schedule of              HTML     34K 
                concentration of customers, suppliers & geographic               
                area                                                             
66: R56         Concentrations (Details) - Schedule of              HTML     38K 
                concentration of customers, suppliers & geographic               
                area                                                             
67: R57         Concentrations (Details) - Schedule of              HTML     37K 
                concentration of customers, suppliers & geographic               
                area                                                             
68: R58         Income Taxes (Details)                              HTML     52K 
69: R59         Income Taxes (Details) - Schedule of effective      HTML     35K 
                income tax rate                                                  
70: R60         Income Taxes (Details) - Schedule of provision for  HTML     35K 
                income taxes                                                     
71: R61         Business Segments (Details) - Schedule of revenues  HTML     46K 
                and cost of goods sold from operation                            
72: R62         Summary of Significant Accounting Policies          HTML     88K 
                (Details) - Schedule of details of the VIE                       
                agreements                                                       
73: R63         Summary of Significant Accounting Policies          HTML     48K 
                (Details) - Schedule of estimated useful lives                   
74: R64         Summary of Significant Accounting Policies          HTML     33K 
                (Details) - Schedule of intangible assets                        
                estimated useful lives                                           
75: R65         Summary of Significant Accounting Policies          HTML     34K 
                (Details) - Schedule of details of the VIE                       
                agreements                                                       
76: R66         Accounts Receivable (Details) - Schedule of         HTML     35K 
                accounts receivable                                              
77: R67         Inventories (Details) - Schedule of inventories     HTML     35K 
78: R68         Property, plant and equipment (Details) - Schedule  HTML     49K 
                of property, plant and equipment                                 
79: R69         Deferred Tax Assets, Net (Details) - Schedule of    HTML     37K 
                deferred tax assets                                              
80: R70         Loans Payable (Details) - Schedule of long-term     HTML     40K 
                loan and current portion of long-term loan                       
81: R71         Loans Payable (Details) - Schedule of long-term     HTML     39K 
                loan and current portion of long-term loan                       
                (Parentheticals)                                                 
82: R72         Loans Payable (Details) - Schedule of future loan   HTML     35K 
                obligations                                                      
83: R73         Related Party Transactions (Details) - Schedule of  HTML     39K 
                balance due to related parties                                   
84: R74         Concentrations (Details) - Schedule of              HTML     35K 
                concentration of customers, suppliers & geographic               
                area                                                             
85: R75         Concentrations (Details) - Schedule of              HTML     42K 
                concentration of customers, suppliers & geographic               
                area                                                             
86: R76         Concentrations (Details) - Schedule of              HTML     37K 
                concentration of customers, suppliers & geographic               
                area                                                             
87: R77         Income Taxes (Details) - Schedule of effective      HTML     45K 
                income tax rate                                                  
88: R78         Income Taxes (Details) - Schedule of provision for  HTML     35K 
                income taxes                                                     
91: XML         IDEA XML File -- Filing Summary                      XML    180K 
89: XML         XBRL Instance -- ea161683-s1a10_muliang_htm          XML   1.82M 
90: EXCEL       IDEA Workbook of Financial Reports                  XLSX    145K 
 7: EX-101.CAL  XBRL Calculations -- mulg-20220331_cal               XML    116K 
 8: EX-101.DEF  XBRL Definitions -- mulg-20220331_def                XML    846K 
 9: EX-101.LAB  XBRL Labels -- mulg-20220331_lab                     XML   1.39M 
10: EX-101.PRE  XBRL Presentations -- mulg-20220331_pre              XML    824K 
 6: EX-101.SCH  XBRL Schema -- mulg-20220331                         XSD    256K 
92: JSON        XBRL Instance as JSON Data -- MetaLinks              366±   486K 
93: ZIP         XBRL Zipped Folder -- 0001213900-22-033961-xbrl      Zip    611K 


‘EX-10.15’   —   Equity Pledge Agreement Between Lirong Wang and Zhongfang Wang and Shanghai Mufeng


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



Exhibit 10.15

 

 

 

EQUITY PLEDGE AGREEMENT

Regarding

Shanghai Muliang Industrial Corp.(Company)

 

 

 

between

 

Lirong Wang & Zhongfang Wang (Shareholders of Company)

 

and

 

Shanghai Mufeng Investment Consulting Corp.(WFOE)

 

February 10, 2016

 

 C: 

 

 

 

Equity Pledge Agreement

 

This Equity Pledge Agreement (the “Agreement”) is entered into in Shanghai, the People’s Republic of China (the “PRC”) as of this February 10, 2016 by and between the following parties:

 

[Shareholders of Company] (hereinafter referred to as the “Pledgor”)

Lirong Wang with ID Card Number: [310228197206153013]

Zhongfang Wang with ID Card Number: [310228194611043017]; and

 

[WFOE]. (hereinafter referred to as the “Pledgee”)

Legal Address: 中国(上海)自由贸易试验区富特北路 379 号二层 203

 

(In this Agreement, the Pledgor and Pledgee are collectively referred to as the “Parties” and individually as a “Party”)

 

Whereas:

 

I. The Pledgor is the enrolled shareholder of Shanghai Muliang Industrial Corp. (its business licence number is 310000400758185, and hereinafter referred to as the “Company”), lawfully holding the equities of the Company, and, as of the date hereof, the Pledgor holds all shares of the Company (the “Company Equity”).

 

II. The Pledgor and the Pledgee entered into the Call Option and Cooperation Agreement as of February 10, 2016.

 

III. The Pledgee and the Company entered into the Exclusive Technical Support and Service Agreement as of February 10, 2016.

 

IV. As the guarantee by the Pledgor and the Company for their performance of the Contract Obligation (as defined below) and repayment of the Guaranteed Liabilities (as defined below), the Pledgor agrees to pledge all of its Company Equity to the Pledgee, and grant herewith to the Pledgee the right of first priority.

 

Therefore, the Parties hereby agreed as follows:

 

Section 1 - Definition

 

1.1 Unless otherwise required by the context, the following terms in this Agreement shall have the following meanings:

 

Contract Obligations” shall mean all contractual obligations of the Pledgor under the Call Option and Cooperation Agreement and this Agreement; and all contractual obligations of the Company under the Exclusive Technical Support and Service Agreement.

 

Guaranteed Liabilities” shall mean (i) all monetary payment obligations of the Pledgor and/or the Company under any transaction agreement, (ii) all direct, indirect and derivative losses and loss of foreseeable profits suffered by the Pledgee due to any Breaching Event (as defined below) of the Pledgor and/or the Company, and (iii) all fees incurred by the Pledgee for its enforcement of the Contractual Obligations of Pledgor and/or the Company.

 

Transaction Agreement” means the Call Option and Cooperation Agreement and the Exclusive Technical Support and Service Agreement.

 

Breaching Event” means any breach by the Pledgor and/or the Company of any Contract Obligations.

 

Pledged Property” shall mean (i) all Company Equity to be pledged to the Pledgee according to this Agreement as a guarantee for (a) the performance of Contract Obligations and (b) the repayment of Guaranteed Liabilities, which is lawfully owned by the Pledgor as of the date hereof; and (ii) the increased contribution amounts and interests specified in Sections 2.6 and 2.7 hereof.

 

 C: 

 C: 1

 

 

PRC Law” means the laws, administrative regulations, administrative rules, local regulations, judicial interpretations and other binding regulatory documents of the People’s Republic of China then in effect.

 

Equity Pledge” shall have the meaning set out in Section 2.2 hereof.

 

Party’s Right” shall have the meaning set out in Section 12.7 hereof.

 

Power of Attorney” shall have the meaning set out in Section 12.13 hereof.

 

1.2 Reference to any PRC Law herein shall be construed as including references to:

 

(i) the revise, amendment, supplement and reenactment of such law, irrespective of whether they come into force prior or after the formation of this Agreement; and

 

(ii) other decisions, notices or regulations enacted in accordance therewith or effective as a result thereof.

 

1.3 Unless otherwise stated in the context herein, references to any clause, item or paragraph shall refer to the relevant part of this Agreement.

 

Section 2 - Equity Pledge

 

2.1 The Pledgor hereby agrees to pledge the Pledged Property (that it lawfully owns and is entitled to dispose of) to the Pledgee in accordance with this Agreement as the guarantee for the performance of the Contract Obligations and the repayment of the Guaranteed Liabilities.

 

2.2 The Company shall record the arrangement of equity pledge hereunder on the shareholder register of the Company.

 

2.3 With the term of this Agreement, except for the willful misconduct or gross negligence (which is directly related as cause/result to the consequence) of the Pledgee, the Pledgee shall not be liable in any way to, nor shall the Pledgor have any right to claim in any way or propose any demands on the Pledgee, in respect of the reduction in value of the Pledged Property.

 

2.4 Subject to above Section 2.3, in case of any possibility of obvious reduction in value of the Pledged Property which is sufficient to jeopardize Pledgee’s rights, the Pledgee may at any time auction or sell off the Pledged Property on behalf of the Pledgor to use the proceeds from such auction or sale-off as pre-repayment of the Guaranteed Liabilities, or may submit such proceeds to the local notary institution where the Pledgee is registered (any fees arising therefrom shall be borne by the Pledgor).

 

2.5 In case of any breaching Event, the Pledgee shall be entitled to dispose of the Pledged Property in the manner set out in Section 4 hereof.

 

2.6 Without the prior consent of the Pledgee, the Pledgor shall not increase its capital contribution to the Company. The increase contribution amount of the Pledgor in the Company as a result of the foresaid capital increase shall also be a part of the Pledged Property.

 

2.7 Under the precondition that the prior consent of the Pledgee has been obtained, the Pledgor may receive dividends or share profits from the Pledged Property. Such dividends or share profits received by the Pledgor from the Pledged Property shall be deposited into the account designated by the Pledgee and be under the supervision of the Pledged. Such dividends or share profits shall be used as the Pledged Property to repay in priority the Guaranteed Liabilities.

 

2.8 The Pledgee shall have the right to dispose of any Pledged Property of the Pledgor in accordance with this Agreement in case of a Breaching Event.

 

 C: 

2

 

 

Section 3 - Release of Pledge

 

3.1 After the Pledgor and the Company has fully and completed performed all Contractual Obligations and repaid all Guaranteed Liabilities, the Pledgee shall, at request of the Pledgor, release the pledge hereunder and cooperate with the Pledgor to remove the record of Equity Pledge in the shareholder register of the Company. Reasonable fees arising out of the release of the pledge shall be borne by the Pledgee.

 

Section 4 - Disposition of Pledged Property

 

4.1 The Pledgor and the Pledgee hereby agree that, in case of any Breaching Event, the Pledgee shall have the right to exercise, upon giving written notice to the Pledgor, all of its remedies and powers granted to it by the PRC Law, Transaction Agreements and this Agreement, which includes but not limited to, repayment in priority with proceeds from auctions or sale-offs of the Pledged Property. The Pledgee shall not be liable for any loss arising out of its reasonable exercise of such rights and powers.

 

4.2 The Pledgee has the right to designate in writing its legal counsel or other agents to exercise any and all rights and powers set out above on its behalf, and the Pledgor shall not make any object thereto.

 

4.3 Reasonable costs incurred by the Pledgee in connection with its exercise of any and all rights and powers set out in Sections 4.1 and 4.2 shall be borne by the Pledgor, and the Pledgee shall have the right to deduct such costs from the proceeds it acquires from the exercise of such rights and powers.

 

4.4 The proceeds obtained by the Pledgee from exercise of its rights and powers shall be used in the following orders:

 

4.4.1 to pay any cost incurred in connection with the disposition of Pledged Property and to exercise of the Pledgee’s rights and powers (including fees paid to its lawyer and agent);

 

4.4.2 to pay any taxes payable for the disposition of the Pledged Property; and

 

4.4.3 to repay the Guaranteed Liabilities to the Pledgee.

 

In case of any balance remained after payment of above sums, the Pledgee shall return the same to the Pledgor or other persons entitled thereto according to relevant laws and rules, or submit the same to the local notary public where the Pledgee is located.

 

4.5 The Pledgee shall have the option to exercise, simultaneously or in certain sequence, any remedies for breaching of the contract entitled to it. The Pledgee is not obliged to exercise other remedies for breaching of the contract before it exercises its right to auction or sell off the Pledged Property hereunder.

 

Section 5 - Fees and Costs

 

5.1  All actual costs in connection with the creation of the Equity Pledge hereunder (including but not limited to stamp duty, any other taxes, all legal costs, etc.) shall be borne by the Pledgee.

 

Section 6 - Continuity and No Waiver

 

6.1  The Equity Pledge created hereunder is a continuous guarantee and shall be valid until the full performance of Contract Obligations or the full repayment of Guaranteed Liabilities. If the Pledgee waives or gives grace period for any breach of the agreement by Pledgor, or if the Pledgee delays in exercising any of its rights under the Transaction Agreements or this Agreement, the Pledgee’s rights to require the Pledgor and/or the Company to strictly perform the Transaction Agreement and this Agreement in accordance with this Agreement, the Transaction Agreements and the relevant PRC Law and regulations shall not be affected.

 

 C: 

3

 

 

Section 7 - Representations and Warranties

 

The Pledgor hereby represents and warrants to the Pledgee as follows:

 

7.1 The Pledgor is a PRC citizen with full capacity of disposition. He has full and independent legal status and capacity and has obtained due authorization to execute, deliver and perform this Agreement, and can be a litigant party independently.

 

7.2 The Pledgor has full power and authorization to execute and deliver this Agreement as well as other documents relating to the transaction contemplated hereunder and to be executed by him. The Pledgor also has full power and authorization to complete the transaction contemplated herein.

 

7.3 All reports, documents and information in relation to (i) the Pledgor and (ii) all matters required by this Agreement that have been provided by the Pledgor to the Pledgee before this Agreement comes into effect are true and correct in all material aspects.

 

7.4 All reports, documents and information in relation to (i) the Pledgor and (ii) all matters required by this Agreement to be provided by the Pledgor to the Pledgee after this Agreement has come into effect are true and correct in all material aspects.

 

7.5 When this Agreement comes into force, the Pledgor is the sole lawful owner of the Pledged Property free of any existing dispute in the ownership of the Pledge Property. The Pledgor has the right to dispose of the Pledged Property or any part thereof.

 

7.6 Other than the encumbrance created on the Pledged Property hereunder and the rights under the Transaction Agreements, the Pledged Property is free of any other encumbrance or third party interest.

 

7.7 At the time of effectiveness of this Agreement, the Pledged Property can be pledged or transferred in accordance with laws, and the Pledgor has sufficient rights and powers to pledge the Pledged Property to the Pledgee pursuant to this Agreement.

 

7.8 By executing this Agreement, this Agreement shall constitute the legal, valid and binding obligations on the Pledgor.

 

7.9 Any consent, permission, waiver, authorization, or any governmental approval, license, exemption or filing procedures with any governmental agency (if required by laws) which are necessary for the execution and performance of this Agreement as well as the Equity Pledge hereunder have been duly obtained or processed and will remain effective during the valid term of this Agreement.

 

7.10 The Pledgor’s execution and performance of this Agreement are not in violation of or conflict with any (i) laws applicable to it, (ii) any agreements to which it is a party, or which have binding force upon its assets, or (iii) any court judgment, arbitration award, or decisions made by administrative authorities.

 

7.11 The pledge contemplated hereunder shall constitute the encumbrance of the first order in priority on the Pledged Property.

 

7.12 All taxes and fees payable in connection with the acquisition of the Pledged Property have already been paid by the Pledgor in full.

 

7.13 There is no pending or, to the knowledge of the Pledgor, threatened litigation, legal proceeding or request by any court or any arbitral tribunal against the Pledgor, its assets or the Pledged Property that may cause material or adverse effect on the financial condition of the Pledgor or its capability to perform the obligations hereunder and Guaranteed Liabilities.

 

7.14 The Pledgor hereby warrants to the Pledgee that above representations and warranties shall remain true and correct at any time and under any circumstances before the Contract Obligations are fully performed or the Guaranteed Liabilities are fully repaid, and will be complied with to the fullest extent.

 

 C: 

4

 

 

Section 8 - Undertakings

 

8.1 Undertakings by the Pledgor

 

The Pledgor hereby undertakes to the Pledgee as follows:

 

8.1.1 Without the prior written consent of the Pledgee, the Pledgor shall not create or permit to create any new pledge or other encumbrances on the Pledged Property. Any Pledge or other encumbrances created in respect of the whole or part of the Pledged Property without prior written consent of the Pledgee shall be null and void.

 

8.1.2 Without prior written consent of the Pledgee, the Pledgor shall not transfer the Pledged Property (whether a consideration is obtained therefrom or not), and any proposed transfer of the Pledge Property by the Pledgor shall be null and void. The prices obtained by the Pledgor from transferring the Pledged Property shall be used to repay the Guaranteed Liabilities in first priority.

 

8.1.3 In case of any litigation, arbitration or other demand that may adversely affect the Pledged Property or the interests of the Pledgor or the Pledgee under the Transaction Agreements as well as this Agreement, the Pledgor shall assure that it will notify the Pledgee thereof in writing as soon as practicable and, at the request of the Pledgee, take all necessary measures to ensure the interests of the Pledgee in/on the Pledged Property.

 

8.1.4 The Pledgor shall not conduct or permit any act or action that may affect detrimentally the Pledged Property or the Pledgee’s interest under the Transaction Agreements and hereunder.

 

8.1.5 The Pledgor undertakes that, upon the reasonable request of the Pledgee, it shall take all necessary actions and execute all required documents (including but not limited to any supplementary agreement hereof) to ensure the pledge interest of the Pledgee over the Pledged Property and the exercise and realization of such rights.

 

8.1.6 In case an assignment of the Pledge Property is required for exercising the pledge right hereunder, the Pledgor undertakes that it shall take all actions to realize such assignment.

 

Section 9 - Change of Circumstances

 

9.1 As a supplement hereof, and subject to the terms and conditions set out in this Agreement and the Transaction Agreements, if, at any time, the Pledgee believes that it becomes illegal or conflict with the following laws, regulations or rules to maintain the effectiveness hereof and/or to dispose of the Pledged Property in accordance with this Agreement due to (i) promulgation or change of any PRC Law, regulations or rules, (ii) change in the interpretation or application of such laws, regulations and rules, (iii) change of the relevant registration procedures, the Pledgor shall immediately take any action and / or execute any agreement or other documents according to the written instruction and reasonable requirement of the Pledgee, in order to:

 

(a) keep this Agreement effective; 

 

(b) facilitate the disposition of Pledged Property in the way provided herein; and/or 

 

(c) maintain or realize the intention of this Agreement.

 

Section 10 - Effectiveness and Term

 

10.1 This Agreement shall come into force upon the satisfaction of all following conditions:

 

(i) This Agreement has been duly executed by the Parties; and

 

(ii) The Equity Pledge hereunder has been legally recorded in the shareholders’ register of the Company.

 

The Pledgor shall cooperate with the Pledgee to register the Equity Pledge hereunder with competent equity-pledge registration authority within thirty (30) days following the execute date hereof, and shall provide the relevant registration certificate of the Equity Pledge to the Pledgee in the way satisfactory to the Pledgee.

 

10.2 This Agreement shall be valid until the complete performance of Contract Obligation and the full repayment of Guaranteed Liabilities.

 

 C: 

5

 

 

Section 11 - Notice

 

11.1 Any notice, request, requirement or other communications hereunder shall be made in writing and delivered to the relevant receiving Party.

 

11.2 Above notices or other communications shall be deemed to have been given when (i) it is sent out if sent by facsimile or email, or (ii) when it is delivered if deliver by person, or (iii) five (5) days following post if posted by mail.

 

Section 12 - Miscellaneous

 

12.1 The Pledgee may transfer its rights and/or obligations hereunder to any third party by notifying the Pledgor without the Pledgor’s consent, however, without the Pledgee’s prior written consent, the Pledgor shall not transfer any of its rights, obligations or liabilities hereunder to any third party.

 

12.2 The successor or permitted transferee (if any) of the Pledgor shall continue to perform all obligations of the Pledgor hereunder.

 

12.3 The amount of the Guaranteed Liabilities determined by the Pledgee at the time of exercising its pledge right to the Pledged Property according to this Agreement shall be the conclusive evidence of Guaranteed Liabilities hereunder.

 

12.4 This Agreement is prepared in Chinese and shall be executed in four (4) originals. Each Party hereto shall hold one (1) original hereof. The number of originals hereof may be increased accordingly for the purpose of registration or filing (if necessary).

 

12.5 ‘This Agreement shall be governed by and construed in accordance with the PRC Laws.

 

12.6 Any dispute arising out of or in connection with this Agreement shall be settled by the Parties through friendly consultation. If no agreement has been reached within thirty (30) days following the occurrence of such dispute, it shall be submitted to the competent court for resolution.

 

12.7 Any right, power or remedy granted to either Party under any provisions herein shall not preclude any other rights, powers or remedies that a Party may be entitled to in accordance with laws or other provisions hereof. A Party’s exercise of its rights, powers or remedies shall not preclude it from exercising other rights, powers or remedies granted to such Party.

 

12.8 Any failure or delay by a Party in exercising any of its rights, powers and remedies hereunder or in accordance with laws (the “Party’s Rights”) shall not be deemed as a waiver thereof, and any single or partial exercise of the Party’s Rights shall not preclude such Party from (i) further exercise of such rights and (ii) exercise of other Party’s Rights.

 

12.9 The headings of this Agreement are for easy reference only and shall not be used for or affect the interpretation hereof in any circumstances.

 

 C: 

6

 

 

12.10 Each provision hereunder shall be severable and independent from each other, and, if any provision(s) hereunder has been held invalid, illegal or unenforceable at any time, the validity, legality and enforceability of the remaining provision shall not be affected thereby.

 

12.11 Any amendment or supplement to this Agreement shall be made in writing. No amendment or supplement to this Agreement shall be effective without duly signed by the Parties, save for the Pledgee’s transfer of its rights hereunder according to Section 12.1.

 

12.12 Subject to above Section 12.1, this Agreement shall be binding upon the lawful successor of each Party.

 

12.13 At the same time of the execution hereof, the Pledgor shall sign a power of attorney (the sample of which is set out in Appendix 2 hereto, hereinafter referred to as the “Power of Attorney”) to authorize any person appointed by the Pledgee to sign on behalf of the Pledgor any and all legal documents necessary for enabling the Pledgee to exercise its rights hereunder. Such Power of Attorney shall be delivered to and be kept by the Pledgee, and, when necessary, the Pledgee may submit such Power of Attorney to relevant governmental authorities at any time.

 

[SIGNATURE PAGE FOLLOWS]

 

 C: 

7

 

 

IN WITNESS WHEREOF, the following Parties have caused this Equity Pledge Agreement to be executed as of the date and in the place first written above.

 

[Pledgor]

 

Signed by:  
Name: Lirong Wang  

 

Signed by:  
Name: Zhongfang Wang  

 

Shanghai Mufeng Investment Consulting Corp.

 

Signed by:  
Name: Lirong Wang  
Title: President  

 

 C: 

8

 

 

Appendix 1

 

Basic Information of the Company

 

Company name :Shanghai Muliang Industrial Corp.
   
Registered address : 上海市金山区枫泾镇一号桥北堍 2 号 14 号厅 18 室
   
Registered capital : RMB50,000,000
   
Equity structure :

  

Name of Shareholder  Capital Contribution  Equity Share 
Lirong Wang  RMB 47,500,000   95%
Zhongfang Wang  RMB 2,500,000   5%

 

 C: 

 

 

 

Appendix 2

 

Power of Attorney

 

I, Lirong Wang (ID Card Number: [310228197206153013]), hereby irrevocably appoint any person designated by Shanghai Mufeng Investment Consulting Corp. as my authorized representative to sign on my behalf all legal documents necessary for or in connection with enabling Shanghai Mufeng Investment Consulting Corp. to exercise its rights under the Equity Pledge Agreement Concerning Shanghai Muliang Industrial Corp. between it and myself.

 

Signature:    
Date: February 10, 2016  

 

Power of Attorney

 

I, Zhongfang Wang (ID Card Number: [310228194611043017]), hereby irrevocably appoint any person designated by Shanghai Mufeng Investment Consulting Corp. as my authorized representative to sign on my behalf all legal documents necessary for or in connection with enabling Shanghai Mufeng Investment Consulting Corp. to exercise its rights under the Equity Pledge Agreement Concerning Shanghai Muliang Industrial Corp. between it and myself.

 

Signature:    
Date: February 10, 2016  

 

 

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-1/A’ Filing    Date    Other Filings
Filed on:6/21/22
2/10/1610-K,  8-K
 List all Filings 


3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/06/23  Muliang Viagoo Technology, Inc.   S-1/A       2/03/23   92:11M                                    EdgarAgents LLC/FA
 8/19/22  Muliang Viagoo Technology, Inc.   S-1/A                 92:11M                                    EdgarAgents LLC/FA
 7/26/22  Muliang Viagoo Technology, Inc.   S-1/A                 93:10M                                    EdgarAgents LLC/FA


11 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/10/22  Muliang Viagoo Technology, Inc.   S-1/A                 91:9.8M                                   EdgarAgents LLC/FA
 7/01/21  Muliang Viagoo Technology, Inc.   S-1/A                  7:2.6M                                   EdgarAgents LLC/FA
12/09/20  Muliang Viagoo Technology, Inc.   S-1/A                  3:1.9M                                   EdgarAgents LLC/FA
 7/07/20  Muliang Viagoo Technology, Inc.   8-K:5,9     6/26/20    2:1.1M                                   EdgarAgents LLC/FA
 6/25/20  Muliang Viagoo Technology, Inc.   8-K:1,2,3,5 6/19/20    4:352K                                   EdgarAgents LLC/FA
 3/27/20  Muliang Viagoo Technology, Inc.   8-K:5,8,9   3/27/20   11:1.5M                                   EdgarAgents LLC/FA
11/14/19  Muliang Viagoo Technology, Inc.   10-Q        9/30/19   76:12M                                    EdgarAgents LLC/FA
 5/10/19  Muliang Viagoo Technology, Inc.   8-K:3,5,9   5/07/19    3:909K                                   EdgarAgents LLC/FA
 2/11/16  Muliang Viagoo Technology, Inc.   8-K:2,3,5,9 2/10/16   60:5.5M                                   West Coast Stock… Inc/FA
 3/19/15  Muliang Viagoo Technology, Inc.   S-1/A¶                 4:496K                                   West Coast Stock… Inc/FA
 1/05/15  Muliang Viagoo Technology, Inc.   S-1                    3:1.2M                                   West Coast Stock… Inc/FA
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