Entrust Agreement (English Translation)
Exhibit
10.27
(English
Translation)
Party
A:
Oriental Intra-Asia Entertainment (China) Limited,
Party
B:
Beijing Tiandi Zuobiao Technology Co., Ltd.
Party
C:
PKU Chinafront Technology Co., Ltd.
In
consideration of the equality and mutual benefit and of friendly consultation,
and in connection with Party A entrusting Party B to hold 66.67% of the shares
of Party C, each party hereby agrees as follows:
| I. |
Purpose
of Agreement
|
In
connection with Party A’s plan to invest 40 million RMB to Party C (amounting to
66.67% of Party C’s total registered assets of 60 million RMB), Party A herein
entrusts Party B with the authority to handle administrative procedures in
connection with the investment in Party C and authorizes Party B to act as
its
nominee shareholder to its investment to Party C (hereafter “representative
shares”).
| II. |
Trust
Responsibility
|
Party
B’s
trust responsibility to Party A include: Party B shall register its own name
with Party C as the shareholder of the representative shares and shall
participate in relevant actions as a shareholder. Party B shall receive bonus
or
dividends on behalf of Party A, participate and vote in shareholders’ meetings,
and exercise other rights on behalf of Party A bestowed to shareholders by
China
Corporate Law and Party C’s Articles of Association.
| III. |
Rights
and Obligations of Party A
|
1. As
the
real contributor to the above-mentioned investment, Party A enjoys actual
shareholder rights and gets corresponding income on investment. Party B only
contributes Party A’s investment in Party B’s name to Party C and holds on
behalf of Party A the shareholder’s rights derived from such investment. Party B
does not get any income on the investment and has no authority to dispose
such
shares (including but not limited to transfer or collateral of shareholder’s
equity).
2. In
the
period of the shareholding trust, Party A is responsible for all the derivative
fees and tax in connection with shareholding trust (including but not limited
to
attorney fees, auditing fees, and capital evaluation expenses for the investment
project in connection with the shareholding trust). Party A is also responsible
for the transfer fees when Party B transfers the shares to Party A.
3. As
trustor, Party A has obligations to make timely investment in Chinese currency
in accordance with Party C’s Certificate of Incorporation, this Agreement and
relevant rules of China Corporate Law. It shall also bear all the investment
risks in connection with its amount of investment. Party A shall bear all
the
losses caused by delayed investment (including actual damages suffered by
Party
B).
4. Based
on
this Agreement, as beneficial owner of the entrusted shares, Party A is entitled
to supervise and correct any inappropriate actions by Party B. It is also
entitled to request Party B to cover actual damages caused by such actions.
| IV. |
Rights
and Obligations of Party B
|
1. As
trustee, Party B is entitled to participate in supervising Party C’s business
management as a nominee shareholder. However, it shall not obtain any personal
gain as a nominee shareholder.
2. Party
B
should not assign or otherwise transfer its nominee interest in Party C to
any
third party without Party A’s written consent.
3. As
Party
C’s nominee, Party B recognizes that its shareholder interests in Party C are
restricted by this Agreement. Party B shall give notice to Party A of any
stockholder vote of Party C and obtain voting instructions from Party A that
govern the manner in which Party B shall vote its nominee interest in Party
C.
Without Party A’s written authorization, Party B shall not transfer, dispose, or
pledge in any way the shares it holds, including all the derivative profits.
It
shall not take any actions that may impair Party A’s interest.
4. Party
B
promises to give to Party A any and all income on investment derived from
the
representative shares (including cash dividend, dividend and other income
payment). It further promises that it shall deposit such income within 3
days
after receiving to the bank account designated by Party A. Party B shall
pay a
penalty equal to the bank interest in the same period if it fails to deposit
on
time.
| V. |
Treatment
of Confidential Information
|
Each
party shall has the obligation to keep all commercial information about each
other obtained during the execution of this Agreement strictly confidential,
except any information which is or becomes publicly available based on clear
evidence, or any information that is authorized to be disclosed by responsible
parties. The confidentiality clause shall survive this Agreement. Any party
shall compensate for losses suffered by the other two parties due to breach
of
this obligation.
| VI. |
Dispute
Resolution
|
All
disputes arising in connection with this Agreement shall be settled through
friendly consultation among the Parties. Each party is entitled to bring
any
unsettled dispute to Beijing Arbitration Commission under its arbitration
rules.
Arbitration awards are final and are legally binding to all
parties.
| VII. |
Miscellaneous
|
1. This
Agreement may be executed in three counterparts held by each party, each
of
which shall be deemed as equally binding.
2. This
Agreement becomes effective on the date of signatures by each
party.
|
Party
A (Seal)
|
July
6, 2007
|
|
Party
B (Seal)
|
July
6, 2007
|
|
Party
C (Seal)
|
July
6, 2007
|
