TRUST AGREEMENT
Exhibit
10.8
This
Trust Agreement is entered into this 3rd day
of
June
2006
between
Xxxxxx
Xxxxx Xxx Xxxxx
("Trustee"), a Hong Kong citizen who is a partner at Baring Asia II Holdings
Limited and Wang
Hu,
a
mainland China citizen who currently holds all the outstanding shares of Pansoft
Company Limited (“Pansoft”), formerly known as Time Maker Limited, a British
Virgin Islands corporation, for the benefit of all the shareholders of Pansoft
(Jinan) Co., Ltd., a P.R. China corporation, as of June 3, 2006 (the
"Shareholders").
WHEREAS,
Pansoft (Jinan) Co., Ltd., a P.R. China corporation ("PJCL"), will become a
wholly owned subsidiary of Pansoft.
WHEREAS,
the Board of Directors of Pansoft has resolved to distribute 94.12% shares
of
common stock of Pansoft (the "Shares") to the Shareholders of PJCL.
WHEREAS,
in order for the distribution of such shares to occur Pansoft and PJCL will
be
required to file an application to register with the local office of China’s
State Administration of Foreign Exchange in Jinan city, Shangdong
province.
WHEREAS,
when such registration is filed and the parties desire that the Shares be held
by the Trustee until the effectiveness of the registration and the ultimate
distribution of Shares back to the Shareholders.
NOW,
THEREFORE, the parties hereto agree as follows:
1. Wang
Hu
agrees to deliver the Shares that he holds in Pansoft to the Trustee, and the
Trustee hereby agrees to act as trustee for the Shareholders and to hold the
Shares for the benefit of the Shareholders.
2. Wang
Hu
hereby unequivocally and irrevocably conveys, transfers and assigns to Trustee
and Trustee hereby accepts the Shares and undertakes to hold such Shares in
trust and for the benefit of the Shareholders pursuant to the terms hereof
pending their final distribution to the Shareholders.
3. During
the period the Shares are held in trust (the "Holding Period"), no transfer,
sale, conveyance, assignment or any encumbrance whatsoever of the Shares by
the
Trustee shall be made without the written consent of Wang Hu.
4. During
the Holding Period, all voting and ownership rights respecting the Shares shall
remain with the Shareholders and the Trustee shall hold the Shares beneficially
for the benefit of the Shareholders.
5. When
the
Trustee is notified in writing by Wang Hu and has independently verified that
all requirements for distribution of the Shares have been fulfilled, in
particular, when PJCL has received a Notice of Effectiveness of its
registration, the Trustee shall deliver the Shares to back to Timeway Group
Limited, a British Virgin Islands Corporation that is 100% owned by the
shareholders of PJCL, for distribution to the Shareholders. Thereafter, all
responsibilities of the Trustee and this Trust Agreement shall
cease.
6. In
performing any of his duties hereunder, the Trustee shall not incur any
liability to Pansoft for damages, losses or expenses except for default or
negligence, and he shall accordingly not incur any such liability with respect
to: (i) any action taken or omitted in good faith, or (ii) any action taken
or
omitted in reliance upon any instrument, as to its due execution, and the
validity and effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein provided such action or omission
was taken in the reasonable exercise of his duty of care.
7. Pansoft
agrees to indemnify and hold harmless the Trustee against any and all losses,
claims, damages, liabilities and expenses, including reasonable costs of
investigation and counsel fees and disbursements, which may be imposed upon
Trustee hereunder or in the performance of his duties hereunder, including
any
litigation arising from this agreement or involving the subject matter hereof
or
the Shares deposited hereunder, except insofar as such losses, claims, damages,
liabilities and expenses resulted from the default or negligence of the
Trustee.
8. If
the
Trustee shall be uncertain as to the Trustee's duties or rights under the
provisions of this Trust Agreement or in the event of any dispute between the
parties hereto or any third party claiming beneficiary status under this Trust
Agreement, Trustee may submit this matter to any court of competent jurisdiction
in an interpleader or similar action. Without limiting the generality of the
foregoing, if the Trustee shall be uncertain as to his duties or rights
hereunder, and he shall receive any notice, advice, schedule, report,
certificate, direction or document for any person or entity with respect to
the
shares held in trust or this Trust Agreement, which in the opinion of Trustee
is
in conflict with any of the provisions of this Trust Agreement, or shall be
advised that a dispute has arisen with respect to the ownership for right of
possession of the Shares, or any part thereof, Trustee shall be entitled,
without liability to the Shareholders, to refrain from taking any action other
than to exercise his best efforts to maintain the Shares until he shall be
directed otherwise in writing by an order, decree, or judgment of a court of
competent jurisdiction.
9. The
Trustee shall not be responsible for the genuineness of any certificate or
signature, and may rely exclusively upon and shall not incur any liability
by
acting in reliance upon any notice, affidavit, request, consent or other
instrument believed by the Trustee to be genuine and otherwise duly authorized
and properly made.
10. This
Trust Agreement shall be governed by and construed in accordance with the laws
of British Virgin Islands.
11. This
Agreement may be executed in several counterparts or by separate instruments,
and all of such counterparts and instruments shall constitute one agreement,
binding on all the parties hereto.
12.
This
Agreement constitutes the entire Trust Agreement between the parties hereto
with
respect to the subject matter hereof, and supersedes all prior agreements and
understandings, written or oral, of the parties in connection
therewith.
IN
WITNESS WHEREOF, the parties hereto have executed this Trust Agreement on the
date and year first above written.
By:
/s/Wang
Xx
Xxxx
Hu
TRUSTEE:
By:
/s/Xxxxxx
Xxxxx Xxx Xxxxx
Xxxxxx
Xxxxx Xxx Xxxxx
