Entrustment Agreement
Exhibit
10.10
THIS
ENTRUSTMENT AGREEMENT (this “Agreement”) is made on July 12, 2010 by and between
石仁焕, a Korean
passport holder (the “Party A”), and XXXX, Xxx, a PRC citizen (the “Party
B”).
Whereas,
the Party A currently owns 100% issued and outstanding shares of Swift Dynamic
Limited, a British Virgin Islands Company (the “Company”).
Whereas,
the Party B has the expertise in operating and managing enterprise, and Party A
is to entrust Party B to exercise the shareholder’s rights of Swift Dynamic
Limited on behalf of Party A.
NOW,
XXXXXXXX, in consideration of the foregoing recitals, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Parties hereby agree as
follows:
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1.
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The
Party A hereby authorizes Party B as his exclusive agent and attorney for
the maximum period of time permitted by law and the Company’s Memorandum
and Articles of Association, with respect to all of his shareholder’s
rights and shareholder’s voting rights of the Company. Party B shall
exercise such rights in accordance with and within the parameters of the
laws of the British Virgin Islands and the Memorandum and Articles of
Association of the Company.
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2.
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Party
B may establish and amend rules to govern how Party B shall exercise the
powers entrusted by the Party A herein, including, but not limited to, the
number or percentage of directors of the Company which shall be required
to authorize the exercise of the voting rights granted by the Party A, and
Party A shall only proceed in accordance with such
rules.
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3.
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Party
A hereby granted Party B irrevocable authorization to operate and manage
the Company during the term of this Agreement. For the above
purpose:
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3.1
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Party
B shall designate and appoint on behalf of Party A the Company’s
directors, legal representative, General Manager, Chief Financial Officer,
and other senior officers. If any member of such senior management leaves
or is dismissed by Party B on behalf of Party A, he or she will lose the
qualification to take such position with the Company. The person
designated and appointed by Party B in accordance with this section shall
have the qualifications as a Director, General Manager, Chief Financial
Officer, and/or other relevant senior officers pursuant to applicable
laws.
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3.2
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Party
A hereby agrees to accept the corporate policies provided by Party B in
connection with the Company’s daily operations, financial management and
the employment and dismissal of the Company’s
employees.
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3.3
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Without
the prior written consent of Party B, the Company shall not conduct any
transaction which may materially affect the assets, obligations, rights or
the operations of the Company.
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4.
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Party
A agrees and shall procure the Company to exercise Party B’s decision,
subject to Memorandum and Articles of Association of the Company,
regarding: (i) issue or create any new shares, equity, registered capital,
ownership interest, or equity-linked securities, or any options or
warrants that are directly convertible into, or exercisable or
exchangeable for, shares, equity, registered capital, ownership interest,
or equity-linked securities of the Company, other similar equivalent
arrangements: (ii) alter the shareholding structure of the Company; (iii)
cancel or otherwise alter the shares of the Company Party A holds; (iv)
amend the register of members or the memorandum and articles of
association of the Company; (v) liquidate or wind up the Company, or: (vi)
act or omit to act in such a way that would effect the interest of shares
of the Company Party A holds.
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5.
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During
the term of this Agreement, Party A hereby waive all the rights associated
with his shareholding, which have been granted to Party B under this
Agreement and shall not exercise such rights by Party A
himself.
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6.
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This
ENTRUSTMENT AGREEMENT shall take effect on the date of execution by
Parties and shall remain in full force until unless terminated when Party
A no longer holds any shares of the
Company.
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[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF this Agreement is duly executed by each Party.
Party A:
/s/ Renhuan Shi
Name:
Renhuan Shi
Party B:
/s/ Xxx Xxxx
Name: Xxx
Xxxx
