甲方（委托方）：Party A (Entrusting Party):
甲方（委托方）：Party A (Entrusting Party):
法定代表人： Legal Representative:
注册地址： Registered Address:
乙方（受托方）：Party B (Entrusted Party):
Party A (hereinafter referred to as the “Entrusting Party”) and Party B (hereinafter referred to as the “Entrusted Party”) have conducted friendly consultations and concluded the following agreement concerning the subject matter of entrusted shareholding on the date of 1st. October, 2011.
一、委托持股及股权归属 Shareholding Entrustment and Equity Ownership
The Entrusting Party hereby agrees to comply with the terms and conditions stipulated in this Agreement and entrust the Entrusted Party with the ownership of the KBC Company’s equity (hereinafter referred to as “Designated Equity”) which is owned by the Entrusting Party and will be owned in the name of the Entrusted Party, while the Entrusted Party agrees to own the Designated Equity in its own name and accept the entrustment of the Entrusting Party in compliance with the terms and conditions stipulated in this Agreement.
Both Parties hereby confirm the following:
Since 30th. October, 2011, the Entrusting Party shall enjoy all the shareholder’s rights and interests and assume all the obligations and responsibilities arising from the ownership of the Designated Equity; the Designated Equity will not belong to part of the proprietary property of the Entrusted Party. The Entrusted Party will only serve as the nominal shareholder of the Company and will neither be entitled to the corresponding shareholder’s interests nor bear losses and responsibilities arising from the ownership of the Designated Equity.
In case that the Designated Equity may be frozen, sealed up, auctioned, sold off or may undergo any other loss due to any dispute or litigation arising from the Entrusted Party’s own debt problems, the Entrusted Party shall notify the Entrusting Party of the foregoing incident or loss and inform relevant creditor and court of the nature of the Designated Equity to ensure that the Designated Equity will not be frozen, sealed up, auctioned, sold off or undergo any other loss.
二、股东权利的行使 Exercise of Shareholder’s Rights
All the shareholder’s rights and obligations for the Company arising from the Designated Equity will be enjoyed or assumed by the Entrusting Party. The shareholder’s rights include but are not limited to the following rights enjoyed by the Company’s shareholder:
The disposition of the Designated Equity in such ways as transfer, betrothal, financing, pledge, mortgage, trusteeship or lease that may change or constrain the ownership of the Assigned Equity;
The rights of attendance, assembly and voting at the shareholders’ meeting of the Company;
The right of submitting proposals at the shareholders’ meeting;
The right of nominating the directors and supervisors of the Company;
（5）分红权 The right of profit-sharing;
The right of distributing the remaining property of the Company;
Other rights the shareholder shall enjoy according to relevant laws, regulations and the Articles of Association of the Company.
While the Entrusting Party is exercising its rights as the shareholder of the Company, the Entrusted Party shall render support and assistance unconditionally (including but not limited to the issuance of power of attorney or all relevant legal documents required by the law and regulations to the Entrusting Party or any other Party designated by the Entrusted Party) with a view to transferring the foregoing shareholder’s rights to the Entrusting Party or any other Party designated by the Entrusted Party.
If the Entrusting Party transfers the Designated Equity and the Company distributes dividends, presents shares or increases the capital stock during the term of entrustment, such rights and benefits shall be entitled to the Entrusting Party. The Entrusted Party shall issue a power of attorney to authorize the Company and Payer to directly transfer the dividends for profit-sharing, equity transfer or cash bonus to the account of the Entrusting Party. If the Company and Payer directly pay the foregoing dividends to the Entrusted Party, the Entrusted Party shall transfer the full amount of the dividends to the account designated by the Entrusting Party in three (3) working days. The shares presented or capital stock increased will be used as the entrusted property and held by the Entrusted Party in accordance with the regulations of this Agreement.
Without the written consent of the Entrusting Party, the Entrusted Party shall not exercise the rights as the Company’s shareholder at its discretion or authorize any organization or individual other than the Entrusting Party to exercise such rights.
When the Entrusted Party is unable to or, for any other reason fails to, exercise the shareholder’s rights corresponding to the Designated Equity, the Entrusting Party, as the actual investor of the Assigned Equity, will be entitled to directly exercise the corresponding shareholder’s rights according to this Agreement without the additional authorization of the Entrusted Party.
三、股权处置 Disposition of Equity
The pledge, trusteeship, transfer (including presentation) and other matters of the Designated Equity shall be determined by the Entrusting Party. Without the consent of the Entrusting Party, the Entrusted Party will not be entitled to pledge, entrust or transfer the Designated Equity to any organization or individual other than the Entrusting Party or to dispose of the Designated Equity in any other ways including investment and trade-off.
When the Entrusting Party plans to transfer the Designated Equity, the Entrusted Party shall offer support unconditionally by providing relevant legal documents and assisting the Entrusting Party in handling the formalities for the transfer of equity ownership.
When the Entrusting Party plans to pledge the Designated Equity, the Entrusted Party shall offer support unconditionally by signing a pledge contract and relevant legal documents with the pledger as required by the Entrusting Party and assisting the Entrusting Party in handling the formalities for the pledge registration.
When the Entrusting Party plans to entrust the Designated Equity to other party for entrustment, the Entrusted Party shall offer support unconditionally by signing a entrusting contract and relevant legal documents with the same as required by the Entrusting Party and assisting the Entrusting Party in handling the formalities for the entrustment registration.
四、委托期限 Term of Entrustment
The term of entrustment commences from the day of validation of this Agreement and terminates on the day when any of the following events occurs:
The formalities for the transfer of equity ownership have been completed for all the Designated Equity which has been registered in the name of the Entrusting Party or any other Party designated by the Entrusting Party.
In compliance with the instructions of the Entrusting Party, the Entrusted Party has sold out the Designated Equity and transfer the equity transfer payment to the account designated by the Entrusting Party.
（3）本协议被委托方解除。This Agreement is revoked by the Entrusting Party.
The Parties agree and promise that unless otherwise expressly defined in this Agreement or agreed by the other Party, either Party shall not disclose any information or matters on this Agreement to any other organization or individual and the disclosure of any information on this Agreement, if necessary, shall be subject to the consultation and consent by both Parties.
At present and in the future, both Parties shall not, by any means, disclose weather or not by mistake or on purpose, any business secret obtained during negotiations or performance of this Agreement unless:
The business secret has been disclosed by its owner and known by the public.
The disclosure of the business secret has been proved with the written consent of the owner of the business secret.
The disclosure is aimed to execute a ruling of an unappealable court or an arbitration award.
The disclosure is aimed to perform certain obligations expressly stipulated by the state laws or provisions.
六、违约责任及责任免除 Liability for Breach and Exceptions
Both Parties shall comply with this Agreement in good faith. If either Party breaches this Agreement, it shall bear the liability for breach of agreement and compensate the other for all the loss thus incurred.
If the Entrusted Party refuses to perform its obligations of rendering support and assistance to the Entrusting Party (including but not limited to: the refusal to issue a power of attorney or any other legal documents required by relevant laws, regulations and equity-related files, the refusal to sign a new entrusted shareholding agreement with the Entrusting Party, etc) while the Entrusting Party is exercising the shareholder’s rights stipulated by the second article of this Agreement, the Entrusted Party shall pay the Entrusting Party a compensation for each breach in an amount of 5% of the Designated Equity’s fair value, indemnify the Entrusting Party for any loss thus incurred, and proceed to perform such obligations.
In case that any force majeure event occurs or relevant laws and provisions change dramatically so that either Party or both Parties to this Agreement fail to perform the obligations specified in this Agreement, the Party which has been affected by a force majeure event or a change of state laws or provisions will be exempt from the liability for the breach of agreement if it has notified the other Party in writing and provided valid documents within ten (10) working days since the day of such occurrence.
七、协议效力及其他 Validity of Agreement and Miscellaneous Clauses
This Agreement will come into effect since the day when it is signed by the Entrusting Party and the Entrusted Party. Once it becomes effective, neither Party shall have the right to unilaterally revoke this Agreement or terminate the performance hereof. Otherwise, the responsible Party shall bear the liability for breach of agreement.
This Agreement is governed by the laws of the People’s Republic of China. Any disputes arising from the performance of this Agreement shall be settled by the two Parties to this Agreement through friendly consultations. In case they fail to settle the dispute through consultations, either Party shall be entitled to file a lawsuit to the People’s Court with jurisdiction.
This Agreement can be altered, terminated or revoked in written form after the Entrusting Party and the Entrusted Party have negotiated and reached a consensus.
This Agreement is prepared in two counterparts with the same legal force. One counterpart is held by Party A and one for Party B.
Party A: (Official Seal) Party B: (Signature)
法定代表人Signed by Legal Representative
（或授权代表）签字：(or Authorized Representative):
The Date of The Date of