EXHIBIT 10.17
EQUITY TRUST AGREEMENT
This EQUITY TRUST AGREEMENT (hereinafter the "AGREEMENT"), is entered into
and effective this 30th day of July, 2004, by and between Yi Wan Group, Inc., a
Florida corporation (the "Company") on the one hand and Cheng Wan Qing, an
individual and citizen of the People's Republic of China ("PRC"), whose address
is Xx. 00 Xxxxxxx Xx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx
and Cheng Wan Ming, an individual and citizen of the PRC, whose address is Xx.
00 Xxxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxxxxxx Xxxxxxxx, Xxxxx (both
Cheng Wan Qing and Cheng Wan Ming collectively referred to as the "Trustees"),
with reference to the following facts:
RECITALS:
WHEREAS, the Company wishes to form and capitalize Yi Wan Beijing Hotel
Management, Ltd. ("Yi Wan Beijing"), a company registered in Beijing, PRC,
engaged in the business of restaurants operation and to have the equity interest
of Yi Wan Beijing held in trust by the Trustees;
WHEREAS, the Company has transferred RMB$100,000 to the Trustees and the
Trustees used such proceeds to form and capitalize Yi Wan Beijing and are
holding the equity interest of Yi Wan Beijing (the "Equity Interest") 50% in the
name of Cheng Wan Qing and 50% in the name of Cheng Wan Ming;
WHEREAS, as a condition to receiving and holding the Equity Interest in
trust for the Company, the Trustees have agreed to grant the Company the rights
set forth in this Agreement;
WHEREAS, the Trustees are directors of the Company and has consented to act
under this Agreement for the purposes provided herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and promises contained herein, and for valuable consideration, the
receipt and sufficiency of which are hereby mutually acknowledged and confessed,
the parties to this Agreement (hereinafter collectively called the "PARTIES" and
individually "PARTY") agree as follows:
AGREEMENT:
1. ESTABLISHMENT OF TRUST.
(a) EQUITY INTEREST TO BE HELD IN TRUST. The Trustees hereby agree to
hold the Equity Interest in trust for the benefit of the Company pursuant to the
terms of this Agreement until the termination of this Agreement.
(b) ACKNOWLEDGEMENT OF DELIVERY OF EQUITY INTEREST. The Trustees
hereby acknowledge and accept delivery of the Equity Interest to be held for the
benefit of the Company.
(c) STOCK ADJUSTMENTS. In the event that, during the term of this
Agreement, any reclassification, readjustment, or other change is declared or
made in the capital structure of the Yi Wan Beijing, all new substituted and
additional equity interests with voting rights (hereinafter, collectively or
severally, the "ADDITIONAL INTERESTS") issued or granted with respect to the
Equity Interest by reason of any such change shall also be held by the Trustee
subject to the terms of this Agreement in the same manner as the Equity
Interest.
2. RIGHTS AND RESTRICTIONS WITH RESPECT TO EQUITY INTEREST.
(a) VOTING RIGHTS. Contemporaneous to entering into this Agreement,
the Trustees shall grant irrevocable proxies to exercise all voting rights as an
equity holder of Yi Wan Beijing in the form attached hereto as Exhibit "A" (the
"Proxy").
(b) RESTRICTIONS ON TRANSFER. The Trustees shall have no authority to
sell, pledge, hypothecate, encumber or otherwise dispose of the Equity Interest
except as authorized by the Company. Any attempt to transfer the Equity Interest
without authorization by the Company shall be a breach of this Agreement and as
soon as practicable after such breach, the Trustee shall cause to be
transferred, issued and delivered to the Company applicable certificates
representing the Equity Interest, properly endorsed to the Company.
(c) NOTICES, DIVIDENDS AND DISTRIBUTIONS. The Trustees shall forward
to the Company all notices, reports, statements and other communications
received from Yi Wan Beijing. The Trustee shall distribute to the Company or its
designee, promptly upon receipt, all dividends and other payments or
distributions received from Yi Wan Beijing with respect to the Equity Interest.
(d) NO COMPENSATION TO TRUSTEES. The Trustees shall receive no
additional compensation for the Trustees' services under this Agreement but the
Company shall promptly reimburse the Trustees for expenses actually incurred in
performing duties hereunder after presentation to the Company of receipts for
such expenses.
(e) LIABILITY OF TRUSTEES. The Trustees shall not be liable for any
error of judgment or mistake of fact or law, or for any action or omission under
this Agreement, except for the Trustees' own willful misconduct or gross
negligence. The Trustees may consult with legal counsel, and any action or
omission undertaken by the Trustees in good faith in accordance with the opinion
of legal counsel shall be binding and conclusive on the parties.
3. TERM OF AGREEMENT.
(a) EVENTS OF TERMINATION. This Agreement shall terminate
automatically upon the earlier of:
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(i) The Company or its designated assignee can legally take
position of the Equity Interest under the laws of the PRC and the Company has
chosen to so take position of the Equity Interest;
(ii) The material breach by any one of the Trustees of his
obligations under this Agreement;
(iii) Upon 5 days notice at any time by the Company.
(b) TRANSFER OF EQUITY INTEREST TO COMPANY. As soon as practicable
after the termination of this Agreement, the Trustees shall cause to be
transferred, issued and delivered to the Company applicable certificates
representing the Equity Interest, properly endorsed for transfer to the Company.
(c) RESIGNATION, DEATH, TERMINATION OR INCAPACITY OF TRUSTEE. In the
event of: (i) the resignation as trustee; (ii) death of one of the Trustees;
(iii) termination of one of the Trustees as an employee, director or officer of
the Company or its subsidiaries; or (iv) incapacity of one of the Trustees, the
Company may appoint and cause a transfer of the Equity Interest to a successor
trustee to hold the Equity Interest for the benefit of the Company and may
appoint any another person, including the other Trustee, for the sole purpose of
accomplishing the above described transfer.
4. FILING, INSPECTION RIGHTS.
A duplicate of this Agreement shall be filed with Yi Wan Beijing and
shall be open for inspection on the same conditions as the Company's record of
shareholders.
5. REPRESENTATIONS AND WARRANTIES
(a) The Company represents and warrants that it is a corporation
registered and validly existing under the laws of the State of Florida in the
United States. The Company has full right, power and all necessary approvals and
authorizations to execute and perform this Agreement. This Agreement shall
constitute the legal, valid and binding obligations of the Company, which is
enforceable against the Company in accordance with its terms upon its execution.
(b) Each of the Trustees represent and warrant to the Company that:
(i) Yi Wan Beijing is a limited liability company registered and validly
existing under the laws of the PRC and each of the Trustees is holding title to
50% of Yi Wan Beijing for the benefit of the Company; (ii) has full right, power
and all necessary and appropriate approval and authorization to execute and
perform this Agreement; (iii) the execution and the performance of this
Agreement will not contravene any provision of law applicable to the Trustees or
any other contractual restrictions binding on or affecting the Trustees; and
(iv) this Agreement shall constitute the legal and valid obligations of each of
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the Trustees, which is enforceable against the Trustees in accordance with its
terms upon its execution.
6. MISCELLANEOUS.
(a) COOPERATION. Each party agrees, without further consideration, to
cooperate and diligently perform any further acts, deeds and things and to
execute and deliver any documents that may from time to time be reasonably
required to consummate, evidence, confirm and/or carry out the intent and
provisions of this Agreement, all without undue delay or expense.
(b) INTERPRETATION AND ENFORCEMENT.
(i) APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND REMEDIES
OF EACH PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING, WITHOUT
LIMITATION, EQUITABLE REMEDIES) SHALL BE SOLELY GOVERNED BY, INTERPRETED UNDER,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF
FLORIDA, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES AS IF THIS AGREEMENT
WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO BE PERFORMED, WHOLLY WITHIN THE
STATE OF FLORIDA.
(ii) CONSENT TO JURISDICTION. ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS AGREEMENT SHALL, SUBJECT TO PARAGRAPH 6(C) OF THIS
AGREEMENT PERTAINING TO ARBITRATION, BE FILED IN AND HEARD AND LITIGATED SOLELY
BEFORE THE STATE COURTS OF CALIFORNIA LOCATED WITHIN THE COUNTY OF LOS ANGELES.
EACH PARTY GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION OF
SUCH COURTS AND WAIVES ANY DEFENSE OR RIGHT TO OBJECT TO VENUE IN SAID COURTS
BASED UPON THE DOCTRINE OF "FORUM NON CONVENIENS". EACH PARTY IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGEMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT.
(iii) WAIVER OF JURY TRIAL. EACH PARTY HEREBY WAIVES SUCH PARTY'S
RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING OUT OF THIS AGREEMENT. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A
MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THE TRANSACTION
CONTEMPLATED HEREBY, THAT EACH PARTY HAS ALREADY RELIED UPON THIS WAIVER IN
ENTERING INTO THIS AGREEMENT, AND THAT EACH PARTY WILL CONTINUE TO RELY ON THIS
WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY WARRANTS AND REPRESENTS THAT SUCH
PARTY HAS REVIEWED THIS WAIVER WITH SUCH PARTY'S LEGAL COUNSEL, AND THAT SUCH
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PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
(iv) SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF. EACH PARTY
ACKNOWLEDGES THAT THE OTHER PARTY HERETO MAY, AS A RESULT OF SUCH PARTY'S BREACH
OF ITS COVENANTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUSTAIN IMMEDIATE AND
LONG-TERM SUBSTANTIAL AND IRREPARABLE INJURY AND DAMAGE WHICH CANNOT BE
REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES AT LAW. CONSEQUENTLY, EACH PARTY
AGREES THAT IN THE EVENT OF SUCH PARTY'S BREACH OR THREATENED BEACH OF ITS
COVENANTS AND OBLIGATIONS HEREUNDER, THE OTHER NON-BREACHING PARTY SHALL BE
ENTITLED TO OBTAIN EQUITABLE RELIEF, IN ADDITION TO ANY OTHER REMEDY PROVIDED BY
LAW OR EQUITY, INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF ALL OF THE
PROVISIONS OF THIS AGREEMENT BY SPECIFIC PERFORMANCE AND/OR TEMPORARY,
PRELIMINARY AND/OR PERMANENT INJUNCTIONS ENFORCING ANY OF SUCH NON-BREACHING
PARTY'S RIGHTS, REQUIRING PERFORMANCE BY THE BREACHING PARTY, OR ENJOINING ANY
BREACH BY THE BREACHING PARTY, ALL WITHOUT PROOF OF ANY ACTUAL DAMAGES THAT HAVE
BEEN OR MAY BE CAUSED TO SUCH NON-BREACHING PARTY BY SUCH BREACH OR THREATENED
BREACH AND WITHOUT THE POSTING OF BOND OR OTHER SECURITY IN CONNECTION
THEREWITH. THE PARTY AGAINST WHOM SUCH ACTION OR PROCEEDING IS BROUGHT WAIVES
THE CLAIM OR DEFENSE THEREIN THAT THE PARTY BRINGING THE ACTION OR PROCEEDING
HAS AN ADEQUATE REMEDY AT LAW AND SUCH PARTY SHALL NOT ALLEGE OR OTHERWISE
ASSERT THE LEGAL POSITION THAT ANY SUCH REMEDY AT LAW EXISTS. EACH PARTY AGREES
AND ACKNOWLEDGES (A) THAT THE TERMS OF THIS PARAGRAPH ARE FAIR, REASONABLE AND
NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE OTHER PARTY; (B) THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THE TRANSACTION
CONTEMPLATED HEREBY, (C) THAT THE OTHER PARTY HAS ALREADY RELIED UPON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND (D) THAT EACH PARTY WILL CONTINUE TO
RELY ON THIS WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY WARRANTS AND REPRESENTS
THAT SUCH PARTY HAS REVIEWED THIS PROVISION WITH SUCH PARTY'S LEGAL COUNSEL, AND
THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
(v) ATTORNEYS' FEES AND COSTS. If any party institutes or should
the parties otherwise become a party to any Action or Proceeding based upon or
arising out of this Agreement including, without limitation, to enforce or
interpret this Agreement or any provision hereof, or for damages by reason of
any alleged breach of this Agreement or any provision hereof, or for a
declaration of rights in connection herewith, or for any other relief, including
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equitable relief, in connection herewith, the prevailing party in any such
action or proceeding shall be entitled to receive from the non-prevailing party
as a cost of suit, and not as damages, all costs and expenses of prosecuting or
defending the action or proceeding, whichever the case may be, including,
without limitation, reasonable attorneys' and other professional fees such as
engineering or accounting fees incurred by the prevailing party in connection
with such action or proceeding.
(vi) DEFINITIONS. The term "ACTION OR PROCEEDING" shall mean and
include actions, proceedings, suits, arbitrations (if required or permitted
under this Agreement or consented to by the parties), appeals and other similar
proceedings. The term "PREVAILING PARTY" shall mean the party who is determined
to prevail by the Court after its consideration of all damages and equities in
the action or proceeding, whether or not the action or proceeding proceeds to
final judgment. In determining whether a party is the prevailing party the Court
shall consider as an element of its determination the costs and expenses of the
parties, including attorneys' fees and other fees, which are the subject of this
PARAGRAPH 6. The Court shall retain the discretion to determine that no party is
the prevailing party in which case no party shall be entitled to recover its
costs and expenses under this PARAGRAPH 6. The term "ATTORNEYS' AND OTHER FEES"
shall mean and include attorneys' fees, accountants' fees, fees of other
professionals, witness fees (including experts engaged by the parties, but
excluding shareholders, officers, employees or partners of the parties), and any
and all other similar fees incurred in the prosecution or defense of the action
or proceeding. The term "COSTS AND EXPENSES" shall mean and include the cost to
take depositions, the cost to arbitrate this dispute, if applicable, and the
costs and expenses of travel and lodging incurred with respect to the action or
proceeding, provided, however, the party incurring said travel and lodging
expense must ordinarily travel over one hundred (100) miles, one way, from his
or her residence in incurring such expense.
(c) ARBITRATION.
(i) JURISDICTION. The parties hereby agree to submit all
controversies, claims and matters of difference to arbitration in LOS ANGELES
County, California, according to the rules and practices of the American
Arbitration Association from time-to-time in force, except to the extent that
such rules and practices are inconsistent with the provisions of this PARAGRAPH
6(C). This submission and agreement to arbitrate shall be specifically
enforceable. Without limiting the generality of the foregoing, the following
shall be considered controversies for this purpose: (A) all questions relating
to the breach of any obligation, warranty, right or condition hereunder; (B) the
failure of any party to deny or reject a claim or demand of any other party; and
(C) any question as to whether the right to arbitrate a certain dispute exists.
Arbitration may proceed in the absence of any party if written notice (pursuant
to the American Arbitration Association's rules and regulations) of the
proceedings has been given to such party. The parties agree to abide by all
awards rendered in such proceedings. Such awards shall be final and binding on
all parties to the extent and in the manner provided by California statute. All
awards may be filed with the clerk of the district court in the county in which
the residence or principal office of a non-prevailing party is located, as a
basis of judgment and of the issuance of execution for its collection and, at
the election of the party making such filing, with the clerk of one or more
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other courts, state or federal, having jurisdiction over the party against whom
such an award is rendered or such party's property.
(ii) SELECTION OF ARBITRATOR. The parties shall mutually agree
upon one (1) arbitrator who shall be selected pursuant to the rules of the
American Arbitration Association.
(iii) APPLICATION OF LAW; SCOPE OF POWERS; WRITTEN DECISION. The
arbitrator(s) shall apply such principles of law as hereinabove provided in
PARAGRAPH 6(B) of this Agreement relating to application of law, and shall
endeavor to decide the controversy as though they were judges in such court of
law. The arbitrator(s) shall have the power to issue any award, judgment, decree
or order of relief that a court of law or equity could issue under such
applicable law including but not limited to, money damages, specific
performance, or injunctive relief; and for such purposes it is hereby expressly
acknowledged and agreed that damages at law will be an inadequate remedy for a
breach or threatened breach of any provision of this Agreement, it being the
intention of this sentence to make clear the agreement of the parties hereto
that the respective rights and obligations of the parties hereto hereunder shall
be enforceable in any arbitration proceedings in accordance with principles of
equity as well as of law. The arbitrator(s) shall prepare a written decision
that will be supported by written findings of fact and conclusions which
adequately set forth the basis of the arbitrator(s)' decision and which cite the
statutes and precedents applied and relied upon in reaching said decision. The
award, judgment, decree or order, and the findings of the arbitrator(s), shall
be final, conclusive and binding upon the parties hereto, and the judgment upon
the award and enforcement of any other judgment, decree or order of relief
granted by the arbitrator(s) may be entered or obtained in any court of
competent jurisdiction upon the application of any party to the dispute. This
agreement to arbitrate shall be self-executing without the necessity of filing
any action in any court and shall be specifically enforceable under the
prevailing arbitration law.
(d) ENTIRE AGREEMENT/NO COLLATERAL REPRESENTATIONS. EACH PARTY
EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT: (I) IS THE FINAL,
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT OF THE PARTIES AGREEMENT WITH
RESPECT TO THE SUBJECT MATTER HEREOF, (II) SUPERSEDES ANY PRIOR OR
CONTEMPORANEOUS PROMISES, ASSURANCES, GUARANTEES, REPRESENTATIONS,
UNDERSTANDINGS, CONDUCT, PROPOSALS, CONDITIONS, COMMITMENTS, ACTS, COURSE OF
DEALING, WARRANTIES, INTERPRETATIONS OR TERMS OF ANY KIND, ORAL OR WRITTEN
(HEREINAFTER COLLECTIVELY CALLED THE "PRIOR AGREEMENTS"), AND THAT ANY SUCH
PRIOR AGREEMENTS ARE OF NO FORCE OR EFFECT EXCEPT AS EXPRESSLY SET FORTH HEREIN,
AND (III) MAY NOT BE VARIED, SUPPLEMENTED OR CONTRADICTED BY EVIDENCE OF SUCH
PRIOR AGREEMENTS, OR BY EVIDENCE OF SUBSEQUENT ORAL AGREEMENTS. Any agreement
hereafter made shall be ineffective to modify, supplement or discharge the terms
of this Agreement, in whole or in part, unless such agreement is in writing and
signed by the party against whom enforcement of the modification, supplement or
is sought.
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(e) NO RELIANCE UPON PRIOR REPRESENTATION. Each party acknowledges
that no other party has made any oral representation or promise to such party
which representation or promise would induce such party prior to executing this
Agreement to change its position to its detriment, partially perform, or part
with value in reliance upon such representation or promise; such party
acknowledges that it has taken such action at its own risk; and such party
represents that it has not so changed its position, performed or parted with
value prior to the time of its execution of this Agreement.
(f) WAIVER. No breach of any agreement or provision herein contained,
or of any obligation under this Agreement, may be waived, nor shall any
extension of time for performance of any obligations or acts be deemed an
extension of time for performance of any other obligations or acts contained
herein, except by written instrument signed by the party to be charged or as
otherwise expressly authorized herein. No waiver of any breach of any agreement
or provision herein contained shall be deemed a waiver of any preceding or
succeeding breach thereof, or a waiver or relinquishment of any other agreement
or provision or right or power herein contained.
(g) REMEDIES CUMULATIVE. The remedies of each party under this
Agreement are cumulative and shall not exclude any other remedies to which such
party may be lawfully entitled.
(h) SEVERABILITY. If any term or provision of this Agreement or the
application thereof to any person or circumstance shall, to any extent, be
determined to be invalid, illegal or unenforceable, then the performance of the
offending term or provision (but only to the extent its application is invalid,
illegal or unenforceable) shall be excused as if it had never been incorporated
into this Agreement, and the remaining part of this Agreement (including the
application of the offending term or provision to persons or circumstances other
than those as to which it is held invalid, illegal or unenforceable) shall not
be affected thereby and shall continue in full force and effect to the fullest
extent provided by law.
(i) TIME IS OF THE ESSENCE. It is expressly understood and agreed
that time of performance is strictly of the essence with respect to each and
every term, condition, obligation and provision hereof and that the failure to
timely perform any of the terms, conditions, obligations or provisions hereof by
any party shall constitute a material breach of and a non-curable (but waivable)
default under this Agreement by the party so failing to perform.
(j) EFFECT UPON SUCCESSORS AND ASSIGNS. All of the representations,
warranties, covenants, conditions and provisions of this Agreement shall be
binding upon and shall inure to the benefit of each party and such party's
respective heirs, executors, administrators, legal representatives, successors
and/or assigns, whichever the case may be (hereinafter collectively called
"PERMITTED SUCCESSORS").
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(k) NO THIRD PARTY BENEFICIARY. Notwithstanding anything else herein
to the contrary, the parties specifically disavow any desire or intention to
create a "third party" beneficiary contract, and specifically declare that no
person or entity, save and except for the parties or their Permitted Successors,
shall have any rights hereunder nor any right of enforcement hereof.
(l) CONSTRUCTION. The headings used in this Agreement are for
convenience and reference purposes only, and shall not be used in construing or
interpreting the scope or intent of this Agreement or any provision hereof.
References to this Agreement shall include all amendments or renewals thereof.
All cross-references in this Agreement, unless specifically directed to another
agreement or document, shall be construed only to refer to provisions within
this Agreement, and shall not be construed to be referenced to the overall
transaction or to any other agreement or document. As used in this Agreement,
each gender shall be deemed to include each other gender, including neutral
genders or genders appropriate for entities, if applicable, and the singular
shall be deemed to include the plural, and vice versa, as the context requires.
(m) NOTICES. Unless otherwise specifically provided in this
Agreement, all notices, demands, requests, consents, approvals or other
communications (hereinafter collectively and severally called "NOTICES")
required or permitted to be given hereunder, or which are given with respect to
this Agreement, shall be in writing, and shall be given by personal delivery,
telegraph or by express mail, Federal Express, DHL or other similar form of
nationally recognized airborne/overnight delivery service (which forms of Notice
shall be deemed to have been given upon delivery), or by telex or facsimile
transmission (which forms of Notice shall be deemed delivered upon confirmed
transmission), or by mailing in the United States mail by registered or
certified mail, return receipt requested, postage prepaid (which forms of Notice
shall be deemed to have been given upon the third {3rd} business day following
the date mailed). Each party, and their respective counsel, hereby agree that if
Notice is to be given hereunder by such party's counsel, such counsel may
communicate directly with all principals, as required to comply with the
foregoing notice provisions.
Notices shall be addressed to the appropriate party as set forth
in the introductory paragraph of this Agreement, or to such other address as the
receiving party shall have specified most recently by like Notice, with a copy
to the other parties hereto. Any Notice given to the estate of a party shall be
sufficient if addressed to the party as provided in this PARAGRAPH 6(M).
(n) COUNTERPARTS. This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original, and all of which
together shall constitute but one and the same instrument, binding on all
parties hereto. Any signature page of this Agreement may be detached from any
counterpart of this Agreement and reattached to any other counterpart of this
Agreement identical in form hereto but having attached to it one or more
additional signature pages.
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(o) EXECUTION BY ALL PARTIES REQUIRED TO BE BINDING. This Agreement
shall not be construed to be an offer and shall have no force and effect until
this Agreement is fully executed by all parties hereto.
WHEREFORE, the parties hereto have executed this Agreement on the dates and
at the places written below.
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WHEREFORE, the parties hereto have for purposes of this Agreement executed
this Agreement in the City of Jiaozou, People's Republic of China, as of the
date first hereinabove set forth.
THE COMPANY: Yi Wan Group, Inc.,
a Florida Corporation
By: /s/ Cheng Wan Ming
-----------------------------------------
Cheng Wan Ming
President and Chief Executive Officer
TRUSTEES:
/s/ Cheng Wan Ming
------------------------------------
Cheng Wan Ming
/s/ Cheng Wan Qing
------------------------------------
Cheng Wan Qing
ACKNOWLEDGEMENT OF YI WAN BEIJING RESTAURANT MANAGEMENT, LTD.
The undersigned has received a copy of this Agreement and confirms that Yi
Wan Beijing Restaurants Management, Ltd. shall abide by its terms and
conditions.
Yi Wan Beijing Restaurant Management, Ltd.,
a PRC limited liability company
By: /s/ Xxx Xxxx Gai
-----------------------------------------
Name: Xxx Xxxx Gai
Title: Vice General Manager
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EXHIBIT "A"
PROXY
PROXY
Principal: Cheng Wan Ming
ID Number: 440623610722061
Address: Xx.00 Xxxxxxx Xxxx,Xxxxxxx Xxxxxxxx,Xxxxxx Xxxx,
Xxxxxxxxx Xxxxxxxx, Xxxxx
Agent: Minhong Cen
ID Number: 000000000000000000
Address: Xx.00 Xxxxxxx Xx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxxx Xxxxxxxx, Xxxxx
The undersigned, Cheng Wan Ming, being a citizen of the People's Republic
of China ("PRC"), hereby grants an irrevocable proxy to Minhong Cen to exercise
all voting rights as a shareholder of Yi Wan Beijing Restaurants Management Ltd.
("Yi Wan Beijing"), including without limitation rights to appoint directors,
the general manager and other officers of Yi Wan Beijing during shareholders'
meetings of Yi Wan Beijing within the term of this Proxy.
The proxy granted hereby shall be conditioned upon Minhong Cen being a PRC
citizen and an employee, officer or director of Yi Wan Group, Inc. (the "Group")
or Jiaozuo Yi Wan Hotel Co., Ltd. ("Jiaozuo Yi Wan") and shall be subject to the
Group's consent. Once Minhong Cen ceases to be an employee, officer or director
of the Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
undersigned requesting a termination of this proxy, the undersigned shall revoke
the proxy granted hereunder immediately and grant the rights and powers provided
hereunder to another PRC citizen employed and designated by the Group.
In exercising the rights and powers provided hereunder, Minhong Cen shall
act with due care and diligence pursuant to this proxy and applicable laws,
shall indemnify and keep the undersigned harmless from any loss or damage caused
by any action in connection with the exercise of any rights provided hereunder
(unless such loss or damage is caused by any intentional or material negligent
actions of the undersigned), and shall otherwise be legally and economically
liable to the undersigned and Yi Wan Beijng.
The term of this Proxy shall be 20 years from the execution date of this
Proxy. Unless with written consent by the undersigned to terminate the proxy
thirty (30) days in advance, the term of this proxy shall be automatically be
renewed for another year.
/s/ Cheng Wan Ming
-----------------------------------
Cheng Wan Ming
July 30, 2004
PROXY
Principal: Cheng Wan Qing
ID Number: 000000000000000000
Address: Xx.00 Xxxxxxx Xx,Xxxxxxx Xxxxxxxx,Xxxxxx Xxxx,
Xxxxxxxxx Xxxxxxxx, Xxxxx
Agent: Yingliu You
ID Number: 440623410506041
Address: Xx.000 Xxxxxx Xx, Xxxxxxx Xxxxxxxx, Xxxxxx Xxxx,
Xxxxxxxxx Xxxxxxxx, Xxxxx
The undersigned, Cheng Wan Qing, being a citizen of the People's Republic
of China ("PRC"), hereby grants an irrevocable proxy to Yingliu You to exercise
all voting rights as a shareholder of Yi Wan Beijing Restaurants Management Ltd.
("Yi Wan Beijing"), including without limitation rights to appoint directors,
the general manager and other officers of Yi Wan Beijing during shareholders'
meetings of Yi Wan Beijing within the term of this Proxy.
The proxy granted hereby shall be conditioned upon Yingliu You being a PRC
citizen and an employee, officer or director of Yi Wan Group, Inc. (the "Group")
or Jiaozuo Yi Wan Hotel Co., Ltd. ("Jiaozuo Yi Wan") and shall be subject to the
Group's consent. Once Yingliu You ceases to be an employee, officer or director
of the Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
undersigned requesting a termination of this proxy, the undersigned shall revoke
the proxy granted hereunder immediately and grant the rights and powers provided
hereunder to another PRC citizen employed and designated by the Group.
In exercising the rights and powers provided hereunder, Yingliu You shall
act with due care and diligence pursuant to this proxy and applicable laws,
shall indemnify and keep the undersigned harmless from any loss or damage caused
by any action in connection with the exercise of any rights provided hereunder
(unless such loss or damage is caused by any intentional or material negligent
actions of the undersigned), and shall otherwise be legally and economically
liable to the undersigned and Yi Wan Beijng.
The term of this Proxy shall be 20 years from the execution date of this
Proxy. Unless with written consent by the undersigned to terminate the proxy
thirty (30) days in advance, the term of this proxy shall be automatically be
renewed for another year.
/s/ Cheng Wan Qing
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Cheng Wan Qing
July 30, 2004
2
