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1、Share-holding Entrustment AgreementThis entrustment agreement (hereinafter called as “this agreement”) was signed by following parties (hereinafter called as “agreement parties) in Qingdao, China on July 20, 2008.Party A: Shengyuan Nutritional Food Co., Ltd. (“Shengyuan Nutrition”)Address: Seashore
2、Industrial Park, Jiaonan, QingdaoNatural person A: Jiang Yunpeng; ID card No.: 231026196305045811Natural person B: Zhang Jibin; ID card No.: 370223196408110032(hereinafter called as “Party B” or “Party B Together”)Whereas:1 Validly existing and lawfully established within the territory of the People
3、s Republic of China, Party A is an exclusively foreign-owned enterprise, whose lawful registration certificate number is: 370284400001270;2 Party B is a citizen of PRC;3 Party A will entrust Party B to set up the company in mainland China to deploy pregnant woman detection center project (“project”)
4、. Party A will join force with the company of Party B and Party B Together (“Party B Company”) to sign “Exclusive Consulting and Service Agreement” and some other agreements to establish business relationship;4 Party B is required to use capital to deploy some matters including prophase operation of
5、 project.Therefore, after friendly consultations between both Parties on the principle of mutual benefit, the Parties hereby agree as follows:I Stock equity-holding on behalf of holders and relevant fund items1.1 Party A shall appropriate fund to Party B as per Party Bs written application since the
6、 agreement was signed. The sum shall be RMB15 m for each of Party B and the total shall be RMB30 m (“fund-holding on behalf of holders”). Party B shall be responsible for utilizing this fund as registered capital to establish the company (hereinafter called as “this company”).1.2 This company will s
7、ign a series of agreements with Party A, including but not limited to “Exclusive Consulting and Service Agreement”, “Business Operation Agreement”, “Stock Equity Disposal Agreement” and “Stock Equity Pledge Agreement”. Both Parties have basically agreed to the content framework (Annex One, Two, Thre
8、e and Four) of these agreements.1.3 Being as the nominal holder of shares (hereinafter called as “shares-holding on behalf of the holder”) of this company, Party B shall perform relevant shareholders rights on behalf of the holder depending on Party As indication.1.4 The ownership of share-holding o
9、n behalf of the holder under the name of Party B belongs to Party A. Party B shall only set up this company and hold the shares of this company under the name of the trustee.II Authorization of entrustmentThe rights entrusted by Party A to Party B to perform on behalf of Party A include:12.1 Set up
10、this company under the name of Party B;2.2 Register Party B to be the shareholder in the shareholder registration roster of this company;2.3 Perform shareholders rights as the shareholder of this company, including but not limited to charging dividend or bonus, participating the shareholder meeting,
11、 performing voting right and etc.;2.4 Perform shareholders other rights as per relevant laws, regulations and constitution of this company in registration location.III Party As rights and obligations3.1 Being as the actual investor of share-holding on behalf of the holder, Party A has the right to e
12、njoy actual shareholders rights and has the right to obtain relevant investing income.3.2 Party A can issue commands to Party B at any moment with respect to Party As performing shareholders right and Party B shall execute Party As commands unconditionally.3.3 Party A has the right to transfer the s
13、hare-holding on behalf of the holder and relevant shareholders equity to its own account or the account of any third Party designated by Party A when Party A thinks roper. Party B shall agree to the above-mentioned transference unconditionally and shall transact the transference as per Party As comm
14、and.3.4 During the period of Party Bs holding share-holding on behalf of the holder, Party A shall shoulder all of relevant generated expenses of taxation (if any); Party A shall also shoulder the generated expenses of taxation when Party B transfers the share-holding on behalf of Party A to Party A
15、 or any third Party designated by Party A to hold as per Party As commands.3.5 Being as the actual holder of the share, Party A has the right to supervise and correct Party Bs improper behaviors of entrustment as per this agreement and also has the right to require Party B to compensate actual losse
16、s due to Party Bs improper behaviors.3.6 Party A has the right to notify cancelling entrusting Party B at any moment and request to transfer relevant share to Party A or new trustee selected by Party A or any third Party designated by the Party A in accordance with laws.IV Party Bs rights and obligations4.1 Party B will not enjoy any usufruct or disposal right (including but not limited to transference and pledge of shareholders equity) of shareholders equity formed by this
