DEED OF TRUST
Between
Xx. Xxxx,
Moon Xxxxxx (I.C. Nol240740(9) )of Xxx Xxxxx xx Xxxxxxx, xx 000, x/x Xxxxx
(hereinafter referred to as “the Trustee” which expression shall where the
context so permits include his successors in title personal representatives and
permitted assigns);
And
Sino Agro Food, Inc. (of Corporation number
C3048/1974) of Xxxx 0000, Xxxxx Shine Plaza, No. 9, Xxx Xx Xi Road,
Tianhe District, GuangZhou 510610.(hereinafter referred to as the Beneficiary
where the context so permits and shall include their successors in title
permitted assign and personal representatives.
WHEREAS
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1.
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The
Trustee is the registered Shareholder of Two thousand Five Hundred (2,500)
units of Shares of Macau$l.00 each in each of the company (listed in Table
A hereof), and Three thousand units of shares of Macau$l.00 each in the
Company (listed in Table (B) hereof), (hereinafter referred to as “the
said Shares” collectively) which represent an approximate sum of Ten (10%)
percent of the issued and paid up capital in each of the aforesaid
companies.
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Table (A)
Name
of company
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Registration
#
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Paid up Capital
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Shareholder’s equity %
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In
Macau $
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Trustee
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Xxxx
Xx Tai Investment Limited
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25487
SO
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25,000.00 | 10 | % | ||||||
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A
Power Agro Agriculture Development (Macau) Limited
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29629
SO
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25,000.00 | 10 | % | ||||||
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Table
(B)
Name
of company
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Registration #
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Paid up Capital
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Shareholder’s equity %
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|||||||
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In
Macau $
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Trustee
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Macau
Eiji Company Limited
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22347
SO
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30,000.00 | 10 | % | ||||||
(Herein
after the companies referred to in Table (A) and (B) collectively is called
“PPSB” which expression shall where the context so permits include its
successors and assigns).
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2.
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The
consideration for the issue or purchase of the said Shares of RM1.00 each
which represent an approximate sum of Ten (10%) percent of the issued and paid up
capital of each of the aforesaid companies (hereinafter referred to as the
“Trust Shares”) was fully paid out of monies provided to the Trustee by
the Beneficiary, as the Trustee hereby acknowledges, and in consideration
thereof received by the Trustee, the Trustee covenants to hold the said
Trust Shares in trust for the Beneficiary upon the trusts and the terms
and conditions hereinafter declared. The Particulars of the Trust Shares
are as follows:-
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10% =
M$2500 = 2500 units of shares in Xxxx Xx Tai Investment Limited
10%=
M$2500 = 2500 units of shares in A Power Agro Agriculture Development (Macau)
Limited
10% =
M$3000 = 3000 units of shares in Macau Eiji Company Limited
NOW THIS
DEED WITNESSETH AS FOLLOWS:-
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1.
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The
Trustee hereby acknowledges and declares that the Beneficiary are the sole
beneficial owner of the said Trust Shares and all dividends, interest,
bonuses (whether in the form of moneys or shares or otherwise) and any
other sums rights and interest accrued or to accrue upon the same or any
of them upon trust for the Beneficiary absolutely and the Trustee further
agrees to transfer pay and deal with the said Trust Shares, dividends,
interest, bonuses and any other sums right and interest and exercise all
rights and privileges in relation to the said Trust Shares in such manner
as the Beneficiary shall at any time and from time to time
direct.
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2.
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The
Trustee shall on the instructions of the Beneficiary attend all meetings
of Shareholders or otherwise which the Trustee shall be entitled to attend
by virtue of being the registered holder of the said Trust Shares or any
of them and shall vote at every such meeting fully in accordance with the
instructions of the Beneficiary. At the sole discretion and on the
instructions of the Beneficiary the Trustee shall if so required by the
Beneficiary execute all proxies or other documents which shall be
necessary or proper to enable the Beneficiary and/or any person or person
nominated by the Beneficiary to vote at any such meeting in the place of
the Trustee and the Trustee shall consult and take instructions from the
Beneficiary on and prior to all decisions to be taken by the Trustee by
virtue of the Trustee being the registered holder of the said Trust Shares
or any of them.
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3.
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All
the said Trust Shares are duly transferred at the request of the
Beneficiary out of the Trustee’s name as registered holder thereof and the
trusts pertaining thereto being duly performed and satisfied, the
obligations of the Trustee hereunder shall cease but without prejudice to
any claims by the Beneficiary for any antecedent
breach.
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4.
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The
Trustee and the Beneficiary hereby mutually agree and covenant, that the
contents of this Deed shall be confidential and shall not be disclosed to
any third party(ies) unless such disclosure is required by law or any
competent and relevant authority or authorities and the party being so
requested to disclose is under a legal obligation to do
so.
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5.
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The
Trustee agrees that so long as he holds the said Trust Shares upon trust
for the Beneficiary hereunder, the Beneficiary shall have and be given
sole custody of the share certificates of the said Trust Shares and valid
and registered-able memorandum of transfers in respect thereof executed by
the Trustee in favour of the Beneficiary or his nominee or
nominees.
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6.
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Each
party hereto shall execute and do all such acts documents and things as
may be necessary to give full effect to all the provisions of this Trust
Deed.
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7.
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The
Trustee hereby confirms and agrees to forthwith do and execute any
documents for the transfer and conveyance of the said Trust Shares and all
rights whatsoever as aforesaid derived therefrom and/or any other
securities relating thereto in such manner as the Beneficiary may direct
the Trustee.
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8.
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The Trustee hereby further
declares that he shall hold all monies derived from a sale of the said
shares on trust for the Beneficiary and shall make payment of all such
monies to such person or persons as the Beneficiary may
direct.
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9.
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The
Trustee hereby confirms and agrees that he shall so long as he holds the
said Trust Shares and/or the rights as aforesaid and/or any securities
relating thereto vote act and exercise all his rights power and
obligations in PPSB and/or any other company in respect of the said Trust
Shares and/or any other securities in accordance with the instructions of
the Beneficiary.
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10.
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The
Trustee hereby further declares that he shall hold all such other shares
and/or securities as he may be offered in exchange for the said Trust
Shares on trust for the Beneficiary provided that the Beneficiary shall
have prior directed the Trustee to accept such other shares and/or
securities in exchange for the said Trust Shares and the terms of the
trusts herein declares shall be binding on all such other shares and/or
securities as if the same were an accretion to the said Trust Shares or a
substitution thereof.
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11.
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The
power to appoint a new trustee hereof is vested in the Beneficiary during
his lifetime.
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12.
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The
expression “the Trustee” shall include his heirs, personal
representatives, executors, trustees and successors-in-title and the
trusts herein declares shall be binding on all or any of such aforesaid
persons.
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13.
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The
expression “the Beneficiary” shall include his heirs, personal
representatives, executors, trustees, successors-in-title and
assigns.
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14.
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Words
importing the masculine gender shall include the feminine and neuter
genders and words importing the singular shall include the plural and vice
versa.
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IN
WITNESS WHEREOF the Trustee and the Beneficiary have hereunto set their hands
the day year first above written.
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SIGNED,
SEALED and DELEVERED
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)
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by
the Trustee
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)
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in
the presence of:-
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)
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)
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)
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)
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20th
December 2007
SIGNED,
SEALED and DELIVERED
by the
Beneficiaries
in the
presence of:-
| For and on behalf of | |
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/s/
Xxx Xxxxxxx Xxx Xxx
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Authorised
Signature
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20th
December 2007
