Entrustment Agreement
Exhibit 99.2
THIS
ENTRUSTMENT AGREEMENT (this "Agreement") is made on May 13,
2010 by and between Xxxxxx Xxxx, a New Zealand citizen (the "Party A"), and LI Boping, a
PRC citizen (the “Party
B”).
Whereas,
the Party A currently owns 10000 (100%) issued and outstanding shares of Crown
Orient International 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 Crown Orient
International Limited on behalf of Party A.
NOW,
THEREFORE, 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:
1. The Party A hereby authorizes Party B
to act 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.
2. 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.
3. Party
A hereby granted Party B irrevocable authorization to operate and manage the
Company during the term of this Agreement. For the above purpose:
3.1 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 any position with the Company, and Party B shall appoint another member
to take such position on behalf of Party A. 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.
3.2 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.
3.3
Without the prior written consent of Party B, the Company shall not conduct any
transactions which may materially affect the assets, obligations, rights or the
operations of the Company.
0.Xxxxx A
agrees and shall procure the Company to exercise Party B’s decisions, 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, or
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.
5. During
the term of this Agreement, Party A hereby waives 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.
6. This
ENTRUSTMENT AGREEMENT shall take effect on the date of execution by Parties and
shall remain in full force and effect until and unless terminated when Party A
no longer holds any share of the Company.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF this
Agreement is duly executed by each Party.
Party A:
/s/ Xxxxxx
Xxxx
Name:
Xxxxxx Xxxx
Party B:
/s/ Boping
Li
Name: LI
Boping
