《2022年股份代持协议英文模板》由会员分享，可在线阅读，更多相关《2022年股份代持协议英文模板（11页珍藏版）》请在金锄头文库上搜索。
1、Share-holding Entrustment Agreement This 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: Seashor
2、e Industrial Park, Jiaonan, Qingdao Natural person A: Jiang Yunpeng; ID card No.: 231026196305045811 Natural 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
3、Peoples 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; 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 1 页，共 11 页3 Party A will entrust Party B to set up the company in mainland Ch
4、ina to deploy pregnant woman detection center project (“project”). 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
5、use capital to deploy some matters including prophase operation of 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 items 1.1 Party A shall appr
6、opriate fund to Party B as per Party Bs written application since the a greement 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 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 2 页，共 11 页shall be responsible for
7、utilizing this fund as registered capital to establish the company (hereinafter called as “this company”).1.2 This company will sign a series of agreements with Party A, including but not limited to “Exclusive Consulting and Service Agreement”, “Business Operation Agreement”, “Stock Equity Disposal
8、Agreement” and “Stock Equity Pledge Agre ement”. Both Parties have basically agreed to the content framework (Annex One, Two, Three 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
9、 perform relevant shareholders rights on behalf of the holder depending on Party As indication.1.4 The ownership of share-holding on 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 tru
10、stee. 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 3 页，共 11 页II Authorization of entrustment The rights entrusted by Party A to Party B to perform on behalf of Party A include: 1 2.1 Set up this company under the name of Party B; 2.2 Register Party B to be the shareholder in the shareholder regist
11、ration 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, performing voting right and etc.; 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 4 页，共 11 页2.4 Perform sh
12、areholders 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 enjoy actual shareholders rights and has the rig
13、ht 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 share-holding on behalf of the holder and relev
14、ant 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 command.精选学习资料 - - - - - - - - - 名师归纳总结 - - - - -
15、- -第 5 页，共 11 页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
16、 to Party A 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
17、actual losses 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 rig
18、hts and obligations精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 6 页，共 11 页4.1 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 share-holding on behalf of the Party A, under Part
19、y Bs own name. 4.2 Party B shall not transfer the authority of entrustment to the Third Party to hold above-mentioned share-holding on behalf of the Party A or enjoy shareholders equity at any moment or in any situation, unless Party B obtains Party As commands or Party As written consent.4.3 Under
20、the condition of not obtaining Party As written authorization, Party B is not permitted to make transference and disposal or set guarantee of any form for share-holding on behalf of Party A and all of benefits held by itself, moreover, Party B is not permitted to implement any other behaviors possib
21、ly damaging Party As benefits.2 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 7 页，共 11 页4.4 Party B shall deliver all of benefits generated from share-holding on behalf of Party A to Party A timely (incl. cash dividend, bonus or any other benefit allocations). 4.5 Party B shall try its best to coop
22、erate with Party A to transfer all of relevant procedures under its own name, when Party A plans to transfer share-holding on behalf of the holder to the third Party. V Term of entrustment The term of entrustment shall be a period starting from the effective date of this agreement and ending when Pa
23、rty A issues the written consent to Party B for termination. VI All of agreements and modification for agreements 6.1 This agreement together with all of the mentioned or explicitly included agreements and/or all of agreements 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 8 页，共 11 页reached by docum
24、ent drafting parties in terms of subject-matters of this agreement shall replace all of the oral, written agreements, contracts, understandings and address books reached by all parties previously with respect to subject-matters of this agreement. 6.2 Any modification for this agreement will go into
25、effect only after all parties have signed the written agreement. The modified agreements and supplementary agreements related to this agreement signed by all parties are the important parts of this agreement. These agreements have the same legal force with this agreement. VII Implementation of agree
26、ment This agreement is in triplicate and each party holds one. This agreement will go into effect since Party As authorized representative affixes the signature and the official seal and Party B Together affixes the signature. VIII Jurisdiction of laws 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第
27、9 页，共 11 页Subscription, effectiveness, implementation and interpretation of this agreement together with settlement of disputes is ruled over by PRC laws and it is interpreted as per PRC laws. IX Settlement of disputes 9.1 When all of relevant parties have disputes with respect to interpretation and
28、 implementation of items of this agreement, all parties shall settle disputes through friendly negotiation. Any party can submit the relevant disputes to China International Economic and Trade Arbitration Commission to make a settlement as per effective arbitration rules if the disputes cant be sett
29、led through negotiation. The arbitration locale is Beijing. The arbitration language is Chinese. The arbitrament shall be final and it brings constraint for all parties. 9.2 All parties shall still continue to fulfill their respective obligations as per regulations of this agreement based on friends
30、hip principle, unless there are some disputes. Party A: Shengyuan Nutrition Food Co., Ltd. (stamp) 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 10 页，共 11 页Authorized representative:/s/ Zhang Liang (signature) Party B: Jiang Yunpeng: /s/ Jiang Yunpeng (signature) Zhang Jibin: /s/ Zhang Jibin (signature) 精选学习资料 - - - - - - - - - 名师归纳总结 - - - - - - -第 11 页，共 11 页
