SHAREHOLDER ENTRUST AGREEMENT
Exhibit
10.2
PARTY
A:
Qingdao Sinogas General Machinery Co., Ltd.
PARTY
B:
Beijing Sanhuan Technology Development Co., Ltd.
In
accordance with the Law of the People's Republic of China and the corporation
laws of the People’s Republic of China and correlative regulations and rules and
other relevant Chinese laws and regulations, and with the principle of equality
and voluntary and through friendly consultations by Party A and Party B for
affairs about Party A entrust Party B with hold shares conclude Clauses as
below, abide by two parties together.
CLAUSE Party
A
plans to establish Wuhan Sinoenergy Gas Co., Ltd. (the “third corporation”) with
Sinoenergy Holding Ltd. (Sinoenergy), Wuhan Fukang Automotive Cleaning Energy
Company (Wuhan Fukang), and Wuhan Yixiang Industry Trade Company (Wuhan
Yixiang). By issuing registered capital 30,000,000 yuan, of which Party A plans
to contribute 13,000,000 yuan, possess 40%, Sinoenergy plans to contribute
15,000,000 yuan, possess 50%, Wuhan Fukang plans contribute 1,500,000 yuan,
possess 5%, Wuhan Yixiang plans to contribute 1,500,000 yuan, possess
5%.
CLAUSE
It
was agreed that, as Party A is a foreign merchant invest corporation now, the
invest behavior of above-mentioned, contribute invest 12,000,000 by Party A,
possess 40% of the third corporation cannot become a investor directly, hereby
entrust Party B as nominal investor possess the 40% shares of the Third
corporation.
CLAUSE
Contributing capital of possessed shares portion of the third corporation invest
by Party A, Party B provides the required files related to found registration
procedure; after the third corporation founded, Party B as a nominal shareholder
of the third corporation, Party A as a actual shareholder.
CLAUSE
As
actual shareholder, Party A enjoys the shareholder’s rights, bears the
shareholder’s obligations and invest risks, participates in management of the
third corporation, and appoints director, supervisor, senior manager to the
third corporation.
CLAUSE
As
entrusted part of Party A (nominal shareholder), Party B has no shareholder’s
obligations, needn’t bear the shareholder’s obligations and invest risks,
needn’t participate in management of the third corporation, just provides
related files and material as Party A required.
CLAUSE
Entrust deadline:2-3 years. During the entrust deadline, Party A needs to
relieve the trust or the entrust deadline expire, Party B must transfer the
shares to Party A or another appointed by Party A lawfully as Party A
demands.
CLAUSE
Reward: Party A pays 10,000 yuan per year as reward of shares rights
representation.
CLAUSE
Confidential: after this agreement is signed, Party B mustn’t reveal the
contents of this agreement and the shares-hold entrust matters to any third
party, unless approved by Party A
CLAUSE
Responsibility of violate treaty: when fulfill this agreement, in case Party
B
violate the instructions of Party A, and fails to provide related files to
Party
A according to this agreement, cause Party A can’t enjoy or exercise the
shareholder’s rights, Party A has a right to demand Party B to compensate
pursuant signified shares portion and profit in this agreement.
CLAUSE
If
there are any unexhausted affairs, two parties shall sign an additional
agreement as enclosure which has the same legal effect as this
agreement.
CLAUSE
There are two duplicates for this agreement; Party A and Party B shall each
take
one copy, which has the same legal effect as this agreement.
CLAUSE
This agreement shall be effective when the two parties sign on it, with their
official seals.
PARTY
A:
QINGDAO
SINOGAS GENERGY MACHINERY CO., LTD
ENTRUST
AGENT (SIGNATURE):
PARTY
B:
BEIJING
SANHUAN TECHNOLOGY DEVELOPMENT CO., LTD
ENTRUST
AGENT (SIGNATURE):
2
