Management Entrustment Agreement
This Agreement
is made and entered into on July 25, 2008
in Fuzhou City, Fujian Province, P.R.C., by
and between the following parties:
Party A:
Sanming Huajian Bio-Engineering Co., Ltd.
Registered
business address: Jikou District, Sanyuan District Industrial
Development Park, Sanming City.
Party B: Green
Planet Bioengineering Co., Ltd.
Registered
business address: #666 of Mingdu Mansion, #126, Gong Ye Nan Road,
Sanming City.
WHEREAS:
1. Party A is
an enterprise registered in Sanming City, Fujian Province, and
legally existing to date. The number of its business license is
350400100007408.
2. Party B is a
Wholly Foreign-owned Enterprise registered in Sanming, and legally
existing to date. The number of its business license is
350400400003046.
3. In order to
let Party B have actual control of Party A and realize the
consolidation of financial statements, Party A intends to
irrevocably entrust to Party B for its management the right of
operation management of Party A and the responsibilities and
authorities of the investor and the executive director of Party
A.
4. Party B
agrees to accept the entrustment of Party A, and to exercise the
right of operation management of Party A and the responsibilities
and authorities of the investor and the executive director of Party
A.
5. Party A has
obtained the approval of its investor to enter into this Agreement.
The investor also has issued the commitment letter of competing
industry prohibition.
NOW, THEREFORE,
through friendly consultation, under the principle of equality and
mutual benefits, in accordance with the relevant laws and
regulations of the People’s Republic of China, the parties
agree to enter into this Agreement and to be bound with the terms
and conditions as follows:
Article 1
Entrusted Operation
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Party A agrees
to irrevocably entrust the right of operation management of Party A
and the responsibilities and authorities of Party A’s
investor and the executive director to Party B in accordance with
the terms and conditions of this Agreement. Party B agrees to
exercise the aforesaid rights and responsibilities in accordance
with the terms and conditions of this Agreement.
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The term of the
entrusted operation is from the effective date of this Agreement to
the earliest date of the following:
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The termination
date of Party A’s business; or
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The termination
date of the entrusted operation as agreed upon by the parties under
this Agreement; or
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The date on
which Party B possesses more than 51% of Party A’s
shares.
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The purpose of
the entrusted operation is: Party B shall be in charge of the
normal business operations of Party A and perform the
responsibilities and rights of Party A’s investor and the
executive director, and Party A shall pay its profit (if any) to
Party B and Party B shall be responsible to Party A’s loss
(if any). During the term of the entrusted operation, Party B, as
the entrusted manager, shall provide full management to Party
A’s operations.
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The contents of
the entrusted operation shall include but not be limited to the
following:
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Party B shall
be in charge of all aspects of Party A’s operations; nominate
and replace the members of Party A’s executive director,
engage Party A’s management staff and decide their
compensation.
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Party B shall
manage and control all the funds of Party A. The account of Party A
shall be managed and decided solely by Party B. The seals and
signatures for such account shall be the seals and signatures of
the personnel appointed and confirmed by Party B. All the cash of
Party A shall be kept in this entrusted account shall be handled
through this account, including but not limited to receipt of all
Party A’s business income, current working capital, recovered
account receivables, etc., and the payment of all account payables
and operation expenses, employee salaries and asset purchases,
etc.
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All the matters
of Party A, including internal financial management, day-to-day
operation, external contact execution and performance, tax filing
and payment, change of rights and personnel, etc., shall be
controlled and managed by Party B in all aspects.
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Party B shall
enjoy all the other responsibilities and rights enjoyed by Party
A’s investor in accordance with the Company Law and the
articles of association of Party A, including but not limited to
the following:
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a. Deciding Party A’s operation principles
and investment plan;
b. Nominating the executive director or the
supervisor;
c. Discussing and approving the report of the
executive director or the supervisor;
d. Discussing and approving the annual financial
budget and settlement plan;
e. Discussing and approving the profit
distribution plan and the loss compensation plan;
f. Resolving on the increase or decrease of the
registered capital;
g. Resolving on the issuance of the corporate
bond;
h. Resolving on the matters including merger,
division, change of corporate form, dissolution and liquidation of
the company;
i. Amending the articles of
association;
j. Other responsibilities and rights provided by
Party A’s articles of association.
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Party B enjoys
all the other responsibilities and rights enjoyed by Party
A’s executive director in accordance with the Company Law and
the articles of association of Party A, including but not limited
to the following:
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a. Executing the resolution of the
investor;
b. Deciding the company’s operation plan and
investment scheme;
c. Composing the annual financial budget and
settlement plan;
d. Formulating the profit distribution plan and
the loss compensation plan;
e. Formulating the plans regarding to the increase
or decrease of the registered capital and the issuance of the
corporate bond;
f. Formulating the plans regarding to the matters
including merger, division, change of corporate form and
dissolution of the company;
g. Deciding on the establishment of the internal
management structure of the company;
h. Formulating the basic rules and regulations of
the company;
i. Representing the company to sign relative
documents;
j. Other responsibilities and rights provided by
Party A’s articles of association
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The said
entrustment is irrevocable and shall not be withdrawn, unless the
Agreement is terminated.
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The Fee of
Entrusted Operation: For the performance of the entrusted matters
provided under this Agreement, Party A shall pay an entrustment fee
to Party B, which shall be Party A’s total profit (if any)
after deduction of necessary expenses. Party A shall transfer the
payment, which is obtained by selling its equipment, inv
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