EXHIBIT 99.1(B)

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.001 par value, of SkyPeople Fruit Juice, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Date: January 4, 2013

EXHIBIT 99.3

Execution

DATED 28th December 2012

Between

CHINA TIANREN ORGANIC FOOD HOLDING COMPANY LIMITED

GOLDEN DAWN INTERNATIONAL LIMITED

as Chargors

and

VANDI INVESTMENTS LIMITED

as Chargee

SHARE CHARGE

Relating to certain ordinary shares in SkyPeople Fruit Juice, Inc.

SIDLEY AUSTIN

LEVEL 39

TWO INT’L FINANCE CENTRE

8 FINANCE STREET

CENTRAL, HONG KONG

Tel: (852) 2509 7888

Fax: (852) 2509 3110

Founded 1866

TABLE OF CONTENTS

THIS DEED is dated 28 December 2012 and made

BETWEEN :

(1)	CHINA TIANREN ORGANIC FOOD HOLDING COMPANY LIMITED , a company incorporated under the laws of the British Virgin Islands, whose registered office is at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands as chargor (“ CTOF ”);

BACKGROUND :

THIS DEED WITNESSES THE FOLLOWING :

Terms defined in the Investment Agreement (as defined below) shall, unless otherwise defined in this Deed or unless a contrary intention appears, bear the same meaning when used in this Deed and the following terms shall have the following meanings:

“ Authorisation ” means an authorisation, consent, approval, resolution, licence, filing, notarisation, registration or exemption.

“ BVI BC Act ” means the BVI Business Companies Act, 2004 of the British Virgin Islands.

“ Charged Assets ” means the assets from time to time subject, or expressed to be subject, to the Charges.

“ Charged Company ” means SkyPeople Fruit Juice, Inc., a company established in the State of Florida and whose common stock is listed on NASDAQ.

“ Chargee Transaction Documents ” means the Transaction Documents and each other document required to be executed by an Obligor under or in connection with the above documents and any other document entered into in connection with the foregoing which grant rights or powers in favour of the Chargee.

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“ Charges ” means all or any of the Encumbrances created or expressed to be created by or pursuant to this Deed.

“ Companies Ordinance ” means the Companies Ordinance (Cap. 32) of the Laws of Hong Kong.

“ CPO ” means the Conveyancing and Property Ordinance (Cap. 219) of the Laws of Hong Kong.

“ Deed ” means this deed of share charge.

“ Default ” means an Event of Default which would (with the expiry of a grace period, the giving of notice, the making of any determination under any of the Investment Agreement and the Chargee Transaction Documents or any combination of any of the foregoing) be an Event of Default.

“ Delegate ” means a delegate or sub-delegate appointed under Clause 10.2 ( Delegation ).

“ Dividends ” means, in respect of each Chargor, all present and future:

“ Enforcement Notice ” means any written notice given by the Chargee to the Chargors after the occurrence of an Event of Default which is continuing stating that the Charges have become enforceable.

“ Event of Default ” has the meaning given to it in the Investors’ Agreement.

“ Investment Agreement ” means the investment agreement dated 16 November 2012 between the Issuer as issuer, the Chargee as investor, (COFCO (Beijing) Agricultural Industrial Equity Investment Fund (A Limited Partnership)*) (“ COFCO Fund ”) as investor and Xue Yongke as founder.

“ Issuer ” means V.X. Fortune Capital Limited, a company incorporated in the British Virgin Islands at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.

“ Obligations ” means the payment and performance (whether at stated maturity, by acceleration or otherwise) of all obligations and liabilities now or hereafter due, owing or incurred by any Obligor to the Chargee under the Chargee Transaction Documents (whether alone or jointly, or jointly and severally, with any other person, whether actually or contingently and whether as principal, surety or otherwise denominated in US$ or any other currency, or incurred on any current or other banking account or in any other manner whatsoever) including all fees, commissions and other costs, charges and expenses (including legal and other fees on a full indemnity basis) properly incurred by the Chargee in relation to any Obligor under or pursuant to the Chargee Transaction Documents.

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“ Party ” means a party to this Deed.

“ Preferred Shares Terms ” the terms of the Preferred Shares, a summary of the terms of which is set out in Schedule 4 to the Investment Agreement.

“ Receiver ” means a receiver and/or manager (and/or any other analogous person under any relevant jurisdiction, including a judicial manager, administrative receiver, administrator or provisional supervisor) appointed pursuant to this Deed in respect of the Charged Assets.

“ Securities Act ” means the Securities Act of 1933 as amended and in effect from time to time.

“ Security Period ” means the period from the date of this Deed until the date on which the Obligations have been irrevocably and unconditionally paid and discharged in full.

“ Tax ” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“ UCC ” means the Uniform Commercial Code, as in effect from time to time, of any applicable state.

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Each Chargor, as legal and beneficial owner of its Shares and as continuing security for the payment or discharge of all Obligations, charges in favour of the Chargee by way of a first fixed charge all its rights, title and interest present and future in and to the Shares and the Dividends.

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Each Chargor agrees that at any time after the Charges become enforceable, the Chargee may, at the cost of the Chargors, register the Shares in the name of the Chargee or its nominee.

The Chargee shall be entitled to continue to hold any document delivered to it pursuant to Clause 3.3 ( Delivery of documents ) until the Charges are released and if, for any reason (other than pursuant to Clause 17 ( Discharge of Encumbrances ), it releases any such document to any Chargor or the Issuer before such time, it may by notice to that Chargor require that such document be redelivered to it and that Chargor shall immediately comply with that requirement or procure that it is complied with.

No Chargor shall create or attempt to create or permit to subsist any Encumbrance over or affecting the Charged Assets or any part of them except as created by this Deed.

No Chargor shall (or agree to) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, withdraw, transfer or otherwise dispose of the Charged Assets or any part of them except as permitted by this Deed.

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Each Chargor shall at its own expense promptly do whatever the Chargee reasonably requires:

Without prejudice to the generality of Clause 3.4 ( Further assurance ):

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Each Chargor represents and warrants to the Chargee that it is not registered under Part XI of the Companies Ordinance as of the date of this Deed.

After the Charges have become enforceable, each Chargor shall procure to the extent that it is within its power as a shareholder of the Charged Company that any transfer to or by the Chargee or its nominee of any of the Charged Assets is duly approved by the board of directors of the Charged Company and registered in the Charged Company’s shareholder register (if necessary), by replacing the board of directors of the Charged Company with directors nominated by the Chargee as it sees fit.

It is the intention of the parties that, pursuant to Clause 28 ( Governing Law ), Hong Kong law govern this Deed and the Charges hereunder. Notwithstanding the foregoing, to the extent the Chargee deems it appropriate to file precautionary filings under any UCC jurisdiction:

Each Chargor represents that its principal place of business is situated in the British Virgin Islands and it has no establishment or place of business or chief executive office in the United States of America.

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Until the Charges have become enforceable, the relevant Chargor shall be entitled to exercise or direct the exercise of the voting and other rights attached to the Shares as it sees fit provided that:

At any time after the Charges become enforceable:

Each Chargor shall, as soon as practicable after receipt, deliver to the Chargee a copy of every circular, notice, report, set of accounts or other documents received by it or its nominee in connection with the Shares or in connection with or from the issuer of any of the Shares.

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Each Chargor must promptly pay or procure the payment of all calls, instalments or other payments due and payable in respect of any of the Charged Assets.

If any Share is not held in the relevant Chargor’s name other than pursuant to this Deed, that Chargor shall promptly execute and deliver to the Chargee an irrevocable power of attorney expressed to be given by way of security and executed as a deed by the person in whose name that Share is held. That power of attorney shall appoint the Chargee and every Delegate the attorney of the holder and shall be substantially in the form of the power of attorney in Clause 13 ( Power of Attorney ) of this Deed.

The Chargee shall have the right at any time to exchange certificates or instruments representing or evidencing Charged Assets for certificates or instruments of smaller or larger denominations to represent any smaller or larger number of ordinary shares that may be issued to either Chargor, as may be reflected on the register of members of the Charged Company from time to time.

any Authorisation required under any law or regulation of its jurisdiction of incorporation to enable it to perform its obligations under this Deed and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of this Deed (subject to any general principles of law limiting its obligations or the enforceability of the Charges).

Each Chargor shall comply in all respects with all laws to which it is subject, if failure so to comply would materially impair its ability to perform its obligations under this Deed.

No Chargor shall do, or permit to be done, anything which would (in the reasonable opinion of the Chargee) prejudice the Charges.

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Golden Dawn shall execute and deliver a share charge and any other documents as required to effect such share charge (in a form agreed by the Chargee) in favour of the Chargee in respect of the 85,967 shares of the common stock of the Charged Company held through a brokerage account with Credit Suisse (the “ Additional Shares ”), within ten (10) Business Days of the date of a written notice issued by the Chargee and to it. Absent prior written consent from the Chargee, Golden Dawn undertakes not to sell, transfer or dispose of or create any Encumbrance on the Additional Shares.

Each Chargor makes the representations and warranties set out in this Clause 6 (to the extent applicable) to the Chargee on the date of this Deed.

The obligations expressed to be assumed by it in this Deed are legal, valid, binding and enforceable, subject to any general principles of law limiting its obligations or the enforceability of the Charges.

The entry into and performance by it of, and the transactions contemplated by, this Deed or any Chargee Transaction Document do not and will not conflict with:

nor (except for the Charges) result in the existence of, or oblige it to create, any Encumbrance over any of the Charged Assets.

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Deed and the transaction contemplated by the Chargee Transaction Documents.

Subject to any general principles of law limiting its obligations or the enforceability of the Charges, all Authorisations required:

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have been obtained or effected and are in full force and effect save for the making of the appropriate filings of this Deed in accordance with Clauses 3.5(a) and 3.5(b).

Each Chargor is the sole beneficial and legal owner of its respective Charged Assets.

No material litigation, investigation, arbitration or administrative proceedings of or before any court, arbitral body or agency is pending or, to the knowledge of any Chargor, threatened by or against any Chargor with respect to this Deed or the transaction contemplated by this Deed or having a material adverse effect on any Chargor’s ability to observe any of its obligations hereunder.

Except for the Charges, no Encumbrance exists on or over the Charged Assets.

Any judgment obtained in Hong Kong will be recognised and be enforceable by the courts of its jurisdiction of incorporation.

This Deed creates those Security it purports to create and is not liable to be amended or otherwise set aside on its liquidation or otherwise.

Each Chargor’s payment obligations under this Deed rank at least pari passu with the claims of all its other unsecured and unsubordinated creditor, except for obligations mandatorily preferred by law applying to such Chargor generally.

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that the Chargee should be licensed, qualified or otherwise entitled to carry on business in its jurisdiction of incorporation.

The Charges shall be enforceable and, save as may be provided in this Deed, the powers conferred to in this Deed shall be exercisable following the delivery of an Enforcement Notice.

After the Charges have become enforceable, the Chargee:

The statutory power of sale, of appointing a Receiver and other statutory powers conferred on mortgagees by Section 51 ( Powers of mortgagee and receiver ) and Section 53 ( Sale by mortgagee ) of the CPO and the Fourth Schedule ( Powers of mortgagee and receiver ) to the CPO as varied and extended by this Deed shall arise after the Charges become enforceable and no restriction imposed by any ordinance or other statutory provision in relation to the exercise of any power of sale shall apply to this Deed.

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Except as required by applicable law or other terms of this Deed (including, Clause 7.1 and the latter part of this Clause 7.4), the Chargee is not required to give any prior notice of non-payment or Default to any Chargor before enforcing the Charges, there is no minimum period for which Obligations must remain due and unpaid before the Charges can be enforced and Paragraph 11 of the Fourth Schedule to the CPO ( Powers of Mortgagee and Receiver ) (and any similar provision under other laws unless such law cannot be waived by the relevant Chargor by this Deed under such relevant law) does not apply to this Deed.

Nothing done by or on behalf of the Chargee or any Receiver pursuant to this Deed shall render it liable to account as a mortgagee in possession for any sums except in the case of fraud, wilful misconduct or gross negligence on the part of the Chargee.

The Chargee may by writing under its hand remove any Receiver appointed by it and may, whenever it thinks fit, appoint a new Receiver in the place of any Receiver whose appointment may for any reason have terminated.

The Chargee may fix the remuneration of any Receiver appointed by it.

To the fullest extent allowed by law, any right, power or discretion conferred by this Deed (either expressly or impliedly) or by law on a Receiver may after the Charges become enforceable be exercised by the Chargee in relation to any Charged Asset without first appointing a Receiver and notwithstanding the appointment of a Receiver.

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A Receiver may take immediate possession of, get in and collect any Charged Asset and without prejudice to the foregoing, cause to be registered all or any part of the Charged Assets in its own name or in the name of its nominee(s) or in the name of any purchaser(s) thereof.

A Receiver may raise and borrow money either unsecured or on the Encumbrances of any Charged Asset either in priority to the Encumbrances or otherwise and generally on any terms and for whatever purpose which he thinks fit.

A Receiver may settle, adjust, refer to arbitration, compromise and arrange any claim, account, dispute, question or demand with or by any person who is or claims to be a creditor of any Chargor or relating in any way to any Charged Asset.

A Receiver may bring, prosecute, enforce, defend and abandon any action, suit or proceedings in relation to any Charged Asset which he thinks fit.

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A Receiver may give a valid receipt for any moneys and execute any assurance or thing which may be proper or desirable for realising any Charged Asset.

A Receiver may delegate his powers in accordance with this Deed.

A Receiver may enter into bonds, covenants, guarantees, commitments, indemnities and other obligations or liabilities as he shall think fit, make all payments needed to effect, maintain or satisfy such obligations or liabilities and use the company seal(s) (if any) of any Chargor and the Charged Company.

A Receiver may purchase, lease, hire or otherwise acquire any assets or rights of any description that he, in his absolute discretion, considers necessary or desirable for the improvement or realisation of the whole or any part of the Charged Assets or otherwise for the benefit of the whole or any part of the Charged Assets.

A Receiver may effect any repair or insurance and do any other act which any Chargor might do in the ordinary conduct of its business to protect, preserve, maintain, manage or improve any Charged Asset as he thinks fit.

A Receiver may:

The powers of the Chargee under this Deed shall be construed in the widest possible sense and all Parties intend that the Chargee shall have powers as may be conferred (or, if not expressly conferred, as is not restricted) by any applicable law.

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At any time after the Charges become enforceable, the Chargee shall have the rights set out in Schedule 1 ( Rights of Chargee ).

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Without prejudice to Clause 21.2 ( Other indemnities ), each Chargor further agrees:

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Each Chargor by way of security irrevocably appoints, the Chargee and every Delegate and any Receiver severally as its attorney (with full power of substitution) on its behalf and in its name or otherwise, at such time and in such manner as the attorney thinks fit:

The Chargee may by writing under its hand remove any Delegate appointed by it and may, whenever it thinks fit, appoint a new Delegate in the place of any Delegate whose appointment may for any reason have terminated.

Each Chargor ratifies and confirms and agrees to ratify and confirm whatever any such attorney shall do in the exercise or purported exercise of the power of attorney granted by it in Clause 13.1 ( Appointment ).

No person dealing with the Chargee or any Receiver or any Delegate shall be concerned to enquire:

Subject to the provisions of this Deed, all the protection to purchasers contained in Sections 52 ( Protection of purchaser ), 53 ( Sale by mortgagee ) and 55 ( Mortgagee’s receipt ) of the CPO or in any other applicable legislation shall apply to any person purchasing from or dealing with the Chargee, any Delegate or any Receiver.

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Each Chargor covenants that it shall on demand pay or discharge the Obligations when the Obligations become due.

Neither the covenant to pay in Clause 15.1 ( Covenant to pay or discharge Obligations ) nor the obligation to pay interest pursuant to Clause 15.3 ( Interest ) nor the security created by this Deed shall extend to or include any liability or sum which would, but for this Clause 15.2, cause such covenant or security to be unlawful under any applicable law.

Subject to Clause 17 ( Discharge of Encumbrances ), the Charges are continuing Encumbrances and will extend to the ultimate balance of the Obligations, regardless of any intermediate payment or discharge in whole or in part.

If any payment by any Chargor or any discharge given by the Chargee (whether in respect of the obligations of any person or any security for those obligations or otherwise) is avoided or reduced as a result of insolvency or any similar event:

Neither the obligations of the Chargors under this Deed nor the Charges will be affected by any act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Deed or any of the Charges (without limitation and whether or not known to it or the Chargee) including:

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Each Chargor waives any right it may have of first requiring the Chargee to proceed against or enforce any other rights or Encumbrances or claim payment from any person before claiming from the Chargors under this Deed. This waiver applies irrespective of any law to the contrary.

Until all the Obligations have been irrevocably paid in full and all facilities and the Notes which might give rise to the Obligations have been terminated or redeemed, the Chargee may:

Until all the Obligations have been irrevocably paid or discharged in full, no Chargor will exercise any rights which it may have by reason of performance by it of its obligations under this Deed:

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Each Chargor must hold in trust for and immediately pay or transfer to the Chargee any payment or distribution or benefit of any Encumbrance received by it contrary to this Clause or in accordance with any directions given by the Chargee under this Clause.

No Chargor shall, without the prior consent of the Chargee, hold any Encumbrance from any other Obligor in respect of the Chargor’s liability under this Deed. Each Chargor will hold any Encumbrance held by it in breach of this provision on trust for the Chargee.

If any amount paid or credited to the Chargee under this Deed is capable of being avoided or otherwise set aside on the winding-up or bankruptcy (as applicable) of any Chargor or any other person, or otherwise, that amount shall not be considered to have been paid for the purposes of determining whether all the Obligations have been irrevocably paid.

Any restrictions on the consolidation of Encumbrances shall be excluded to the fullest extent permitted by law and the Chargee shall, so far as it is lawful and subject to other provisions of this Deed, be entitled to consolidate all or any of the Charges with any other Encumbrance whether in existence on the date of this Deed or in the future.

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If any Chargor requests an amendment, waiver or consent, that Chargor shall, within three days of demand, reimburse the Chargee (and its directors, officers, employees and agents) for the amount of all costs and expenses (including legal fees) incurred by the Chargee in responding to, evaluating, negotiating or complying with that request.

Each Chargor shall, within three days of demand, pay to the Chargee (and its directors, officers, employees and agents) the amount of all costs, losses, liabilities and expenses (including legal fees and fees of any experts and agents satisfactory to it) incurred by the Chargee, any Receiver or any Delegate in relation to this Deed (including the administration, protection, realisation, enforcement or preservation of any rights under or in connection with this Deed, or any consideration by the Chargee as to whether to realise or enforce the same, and/or any amendment, waiver, consent or release).

Each Chargor shall pay and, within three days of demand, indemnify the Chargee (and its directors, officers, employees and agents) against any cost, loss or liability it incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of this Deed.

Any demand for payment made by the Chargee shall be accompanied by a reasonably detailed statement of the relevant Obligations.

All payments by the Chargors under this Deed (including damages for its breach) shall be made in US$ or such other relevant currency (in the case of amounts payable under Clause 18 ( Expenses, Stamp Duty and Interest )) and to such account, with such financial institution and in such other manner as the Chargee may direct.

At any time after:

the Chargee may open a new account in the name of the relevant Chargor with a bank it chooses (whether or not it permits any existing account to continue). If the Chargee does not open such a new account, it shall nevertheless be treated as if it had done so when the relevant event occurred. No moneys paid into any account, whether new or continuing, after that event shall discharge or reduce the amount recoverable pursuant to this Deed.

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So long as any Charge remains outstanding:

In this Clause 20:

“ Tax Deduction ” means a deduction or withholding for or on account of Tax from a payment under this Deed.

“ Tax Payment ” means an increased payment made by each Chargor to the Chargee under Clause 20.2 ( Tax gross-up ).

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that Chargor shall as an independent obligation, within 10 days of demand, indemnify the Chargee against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to the Chargee at the time of its receipt of that Sum provided that any payment made to the Chargee shall be in US$.

To the fullest extent permitted by applicable law, each Chargor shall, indemnify the Chargee (and its directors, officers, employees and agents), any Receiver and any Delegate against all losses, liabilities, damages, costs and expenses incurred by it or them in the execution or performance of the terms and conditions of this Deed and against all actions, proceedings, claims, demands, costs, charges and expenses (including legal fees and fees of any experts or agents satisfactory to it) which may be incurred, sustained or arise in respect of the non-performance or non-observance of any of the undertakings and agreements of any Chargor in this Deed or in respect of any matter or thing done or omitted relating in any way whatsoever to the Charged Assets, including without limitation, losses, liabilities, damages, costs and expenses suffered or incurred in connection with:

and, for the avoidance of doubt, each of the indemnities in this paragraph shall survive discharge of the Obligations.

Each indemnity in this Deed shall:

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The Chargee may, so long as a Default is continuing, set off any matured obligation due from any Chargor under this Deed (to the extent beneficially owned by the Chargee) against any matured obligation owed by the Chargee to that Chargor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Chargee may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

Where there is any ambiguity or conflict between the rights conferred by law and those conferred by or pursuant to this Deed, the terms of this Deed shall prevail.

No failure to exercise, nor any delay in exercising, on the part of the Chargee or Delegate any right or remedy under this Deed shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Deed are cumulative and not exclusive of any rights or remedies provided by law.

Any term of this Deed may be amended or the observance of any term of this Deed may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the prior written consent of the Chargee.

Any determination by or certificate of the Chargee or any Delegate under or in connection with this Deed shall be prima facie evidence of the matters to which it relates.

If, at any time, any provision of this Deed is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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Any communication to be made under or in connection with this Deed shall be made in writing and, unless otherwise stated, may be made by fax or letter.

All notices and communication must be in the English or Chinese language or both or accompanied by a certified English or Chinese translation on which the Chargee is entitled to rely.

In the case of posting, the envelope containing the notice or communication must be addressed to the intended recipient at the authorised address of that Party and must be properly stamped or have the proper postage prepaid for delivery by the most expeditious service available (which will be airmail if that service is available) and, in the case of a fax, the transmission must be sent to the intended recipient at the authorised number of that Party.

For the purposes of Clause 25, subject to Clause 25.4, the authorised address and fax number of each of the Chargors and the Chargee are those identified with its name on the signature pages of this Deed.

No change in any of the particulars set out in Clause 25.3 will be effective against a Party until three business days prior written notice has been given to that Party.

Receipt of a notice or communication by a Chargor must be actual receipt but, in other cases, a notice will be deemed to have been duly given and received:

For the purposes of Clauses 25.4 ( Notification of changes ) and 25.5 ( Deemed giving of notice and receipt ), a “ business day ” means a day which is not a Saturday or a Sunday or a public holiday in the country of posting or transmission or in the country where the authorised address or fax number of the intended recipient is located and, where a notice or communication is posted, which is not a day when there is a disruption of postal services in either country which prevents collection or delivery.

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No Chargor shall or shall agree to transfer or assign all or any part of its rights and/or obligations under this Deed to any person.

Each Chargor:

This Deed may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Deed.

This Deed (including this dispute resolution clause) is governed by and shall be construed in accordance with Hong Kong law.

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Each Chargor irrevocably appoints GlobalKey Commercial International Holdings (HK) Limited, a company incorporated in Hong Kong, as its process agent to receive on its behalf service of any writ, summons, order, judgment or other notice of legal process in Hong Kong. Such service shall be deemed completed on delivery to such process agent (or its successor). If for any reason such process agent (or its successor) ceases to be able to act as process agent of any Chargor, or no longer has an address in Hong Kong, the relevant Chargor irrevocably agrees to appoint a substitute process agent reasonably acceptable to the Chargee and to deliver to the Chargee a copy of the new process agent’s acceptance of that appointment within five (5) days of the appointment provided that until the Chargee receives such notification, it shall be entitled to treat the process agent named above (or its said successor) as the process agent of that Chargor for the purposes of this Deed. Each Chargor agrees that any such legal process shall be sufficiently served on it if delivered to such process agent for service at its address for the time being in Hong Kong whether or not such process agent gives notice thereof to it.

Each Chargor irrevocably and unconditionally:

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This Agreement has been prepared in English with a separate Chinese language translation. If there is any conflict between the English version and the Chinese version, the English language text shall prevail.

In witness whereof this Deed has been executed as a deed on the date stated at the beginning.

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SCHEDULE 1

RIGHTS OF CHARGEE

After the Charges become enforceable, the Chargee shall have the right, either in its own name or in the name of any Chargor or otherwise and in such manner and upon such terms and conditions as it thinks fit, and either alone or jointly with any other person:

to take possession of the Charged Assets, and to require payment to it of all Dividends including without limitation, to complete any instruments of transfer and to procure the transfer of the Charged Assets into the name of the Chargee or its nominee and, if necessary, take possession of and collect the share certificates and/or other documents of title relating to the Charged Assets;

to sell, transfer, assign, exchange or otherwise dispose of or realise the Charged Assets to any person either by public offer or auction, tender or private contract and for a consideration of any kind;

to borrow or raise money either unsecured or on the security of the Charged Assets (either in priority to the Charges or otherwise);

to exercise and do (or permit a Chargor or any nominee of it to exercise and do) all such rights and things as the Chargee would be capable of exercising or doing if it were the absolute beneficial owner of the Charged Assets;

to settle, adjust, refer to arbitration, compromise and arrange any claims, accounts, disputes, questions and demands with or by any person relating to the Charged Assets;

to bring, prosecute, enforce, defend and abandon actions, suits and proceedings in relation to the Charged Assets;

to redeem any Encumbrance (whether or not having priority to the Charges) over the Charged Assets and to settle the accounts of any person with an interest in the Charged Assets;

in the exercise of any of the above powers, to spend such sums as it may think fit and a Chargor shall within 10 days of a written demand pay to the Chargee or the Receiver (as the case may be) all sums so spent together with interest on those sums at such rates as the Chargee may from time to time determine from the time they are paid or incurred, and those sums (together with such interest) shall be secured by the Charges; and

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to do anything else it may think fit for the realisation of the Charged Assets or incidental to the exercise of any of the rights conferred on it under or by virtue of this Deed, the Companies Ordinance and other applicable statutory provisions and common law.

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