Exhibit 10.1
Trust Agreement
This Agreement entered into this 19th day of October, 2004.
Between
Beijing Beike Machinery Electronic Materials Hightech Corporation, a
body corporate duly organized and validly existing under the laws of
the People's Republic of China
[CHINESE LANGUAGE OMITTED]
Address: Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
("BK Machinery")
And
University of Science & Technology of Beijing, duly organized and
validly existing under the laws of the People's Republic of China
[CHINESE LANGUAGE OMITTED]
Address: Xx. 00 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx, Xxxxx
("USTB")
And
Xxxxxxx, Inc., a Delaware corporation whose common stocks are quoted on
OTCBB, NASD
Address: 000-000 Xxxx Xxxxxxx Xxxxxx, Xxxxxxxxx, XX, Xxxxxx
("Xxxxxxx")
The Parties hereto have agreed to and entered into this Trust Agreement for the
implementation of the Acquisition Agreement executed amongst BK Machinery, Speed
One Investment Limited as the first part and Xxxxxxx, Inc. as the second part on
June 15, 2003 (the "Acquisition Agreement").
1. Xxxxxxx hereby appoints and entrusts BK Machinery, and BK Machinery
agrees and undertakes to hold, maintain and perfect the legal title of
all the 25% shares in Beijing Xxxxx-Xxxxx Automation Engineering
Technology Company Ltd. ("BK") (referred to as "BKM Shares") in trust
as trustee for Xxxxxxx and in recognition of the beneficial and
equitable right and interest of Xxxxxxx as more specifically set forth
in the Acquisition Agreement, until the completion of the transaction
under the Acquisition Agreement (the "Completion Date").
2. The Parties shall act in good faith and cooperate with each other to
ensure that the transaction pursuant to the Acquisition Agreement is
completed and closed in accordance with the provisions of the
Acquisition Agreement in timely fashion. The Parties agree and
acknowledge to each other that this Agreement shall apply to any and
all power, right, privilege and entitlement including without
limitation to voting and receipt of dividends arising from or in
connection with BKM Shares, which shall be free from any charge, lien,
mortgage or other security interest.
3. This Trustee Agreement in made in English and may be executed by
various counterparts and facsimile transmission, provided all
counterparts shall constitute an entire agreement.
4. This Agreement shall be governed by the law of the State of New York to
the exclusion of the conflict of law rules.
Done at Vancouver on the above referenced date.
BEIJING BEIKE MACHINERY ELECTRONIC MATERIAL HIGHTECH CORPORATION (BK MACHINERY)
For and on behalf of )
) c/s
/s/ Liu Xxx Xxxxx )
-------------------------------
Liu Xxx Xxxxx
UNIVERSITY OF SCIENCE & TECHNOLOGY OF BEIJING (USTB)
For and on behalf of )
) c/s
/s/ Xxx Xxx )
-------------------------------
Xie Xxx
XXXXXXX, INC. (XXXXXXX)
For and on behalf of )
) c/s
/s/ Xxxxxx Xxx )
-------------------------------
Xxxxxx Xxx
2
