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TRUST AND INDEMNITY AGREEMENT
THIS
TRUST AND INDEMNITY AGREEMENT (this "Agreement") is made
on September 20, 2007
BETWEEN
SMOOTH GLOBA L (BEIJING) TELECOM
SCIENCE LIMITED
(hereinafter called the “Beneficiary")
AND
JIN Yanfang (hereinafter called
the “Trustees")
AND
WANG Yanxia (hereinafter called the
“Trustees")
WHEREAS
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(1)
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the
Beneficiary is the beneficial owner of the
shares (the "Shares") of a
company (the "Company") specified the First Schedule
hereto
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(2)
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the
Beneficiary has requested Trustees to register the
Shares in the Trustee's name
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(3)
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the
Trustees agreed to be appointed director and also to
hold the Shares
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(4)
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the
registration as aforesaid was made to the Trustees as nominees of
the Beneficiary and it was agreed that the
Trustees should
execute such declaration oftrust as is
hereinafter contained.
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NOW THIS AGREEMENT WITNESSETH
as follows:
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(l)
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The
Trustees hereby declare that they holds the Shares
and all dividends and interest that accrue upon the same
or any of them in trust for the Beneficiary and its successors in
interest. The Trustees agree to transfer, pay and deal with
the Shares and the dividends and interest payable in
respect of the same in such manner as theBeneficiary shall
from time to time direct in writing.
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(2)
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The
Trustees will at the request of the Beneficiary or its
successor in interest attendall meetings of shareholders of
otherwise which they shall be entitled to attend byvirtue of
being the registered proprietor of the Shares or any of
them and will voteat every such meeting in
such manner as the Beneficiary or its successors in
interestshall have previously directed in writing and, in default
of such direction, at thediscretion of the Trustees and
further will if so required by the Beneficiary or
itssuccessors in interest execute proxies or
other documents which shall be necessaryor
proper to enable Beneficiary or its
personal representatives ortheir nominees to vote at any
such meeting in the place of the Trustees.
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(3)
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The
Trustees shall upon request provide the
Beneficiary or its successor in interestwith such information
as may be available to the Trustees as a
shareholder withregard to the operation of the
Company.
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(4)
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The
Beneficiary hereby covenants and undertakes with the
Trustees that it will indemnify the Trustees against all
costs, claims, expenses and liabilities
of whatsoever nature arising out of the
holding of the Shares or from serving as an officer or
director and/or other executive position(s) of the
Company onbehalf of the Beneficiary.
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(5)
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This
Agreement shall be governed by the laws of The People’s
Republic of China.
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(6)
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In
the event of any dispute or disputes arising from the
interpretation of the provisions of this Agreement, the
parties hereto jointly and
severally agree to resolve the dispute or
disputes, if any, by means of legally binding
arbitration in Beijing International Arbitration
Center.
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(7)
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The
Trustees shall be authorized to act jointly but not individually
unless one Trustee specifically authorizes individual action
by the other Trustee. In the event that a Trustee
becomes unable to serve as Trustee for any reason, the remaining
Trustee shall notify the Beneficiary of the inability, and the
Beneficiary shall appoint a replacement Trustee. The
remaining Trustee
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