Exhibit 10.15
SHAREHOLDER TRUST
AGREEMENT
This agreement was undersigned by both parties
on October 10, 2006 in Hailun City, Heilongjiang
Province:
Party A: Henan
Zhongpin Food Share Co., Ltd.
Legal Address:
No. 21 Changshe Road, Changge City, Henan Province
Legal
Representative: Zhu Xianfu
Address: No. 21
Changshe Road, Monk Bridge Town, Changge City, Henan
Province
1. In accordance
with the “Company Law in the People’s Republic of
China”, Party A plans to invest 1 million RMB to set up a
wholly-owned single member limited liability company, Heilongjiang
Zhongpin Food Co., Ltd. (hereinafter referred to as
“Heilongjiang Zhongpin”). In fact, however, during the
registration process for Heilongjiang Zhongpin, the Administration
for Industry and Commerce in Hailun City, Heilongjiang Province
required that there must be two or more shareholders to establish
Heilongjiang Zhongpin.
2. After several
negotiations between Party A and the Administration for Industry
and Commerce in Hailun City, Heilongjiang Province, the request for
a single member limited liability company has not yet been
approved. As a result, in order to establish Heilongjiang Zhongpin,
Party A plans to entrust Party B as a nominal shareholder of
Heilongjiang Zhongpin together with Party A to form Heilongjiang
Zhongpin. On behalf of Party A, Party B holds 10% of the equity
capital of Heilongjiang Zhongpin (a total investment of 100,000
RMB).
3. Party B agrees to accept
this consignment to be the nominal shareholder for Heilongjiang
Zhongpin, holding 10% of the equity capital of Heilongjiang
Zhongpin (for a total investment of 100,000 RMB) on behalf of Party
A.
THEREFORE, based on the principle of equality
and mutual benefit, after friendly negotiation, both Parties agree
to reach an agreement for Party A entrusting Party B to hold its
equity as follows, in order to comply and implement
together:
Section
One: Entrusting Content
1.1. Party A
voluntarily entrusts Party B as the nominal shareholder of a
100,000 RMB investment of Heilongjiang Zhongpin, equaling 10% of
the equity capital of Heilongjiang Zhongpin. Party B
shall, on Party A’s behalf, hold 10% of the equity capital of
Heilongjiang Zhongpin (hereinafter referred to as the
“Substitute Equity Capital”). To comply with Party
A’s instructions, Party B exercises the relevant rights of
shareholders.
1.2. Party A has
the right to terminate this agreement at any time by notifying
Party B. Upon receipt of the notice from Party A, Party B shall
take the approach specified by Party A (including but not limited
to volunteer donation, or to take 1.00 RMB as an equivalent or
methods such as naked transfer, etc.), during its stipulated
period, to transfer the Substitute Equity Capital to Party A or
another third party specified by Party A.
1.3. Party B
voluntarily accepts the above-mentioned entrustment from Party A,
holding the Substitute Equity Capital on Party A’s
behalf. Party B shall exercise the relevant rights for
shareholders in accordance with Party A’s instructions, and
Party B entirely agrees with the arrangement set forth in this
agreement.
1.4. Both sides
agree that, except as set forth in Item 4.6, Party A shall pay the
total amount of 1.00 RMB as an equivalent for the entrustment under
this agreement. The payments shall be made on the effective date of
this agreement.
Section
Two: Entrusting Scope
Party A entrusts Party B with the follows rights
and obligations:
1. Based on Party
A’s instructions, during Heilongjiang Zhongpin’s
establishment process, Party B shall use its own name to invest
100,000 RMB of Party A to carry out the investment procedures for
Heilongjiang Zhongpin, shall sign legal documents related to the
establishment of Heilongjiang Zhongpin and shall conduct
corresponding legal procedures.
2. Based on Party
A’s instructions, those who registered as the shareholders of
Heilongjiang Zhongpin shall sign their names on its
shareholders’ list and exercise the right to vote as
Heilongjiang Zhongpin’s shareholders.
3. Based on Party
A’s instructions, those appointed as Heilongjiang
Zhongpin’s Directors or Supervisors shall exercise the right
to vote as Directors or Supervisors.
4. Based on Party
A’s instructions, Party B shall exercise the other rights of
shareholders authorized by the “Company Law in the
People’s Republic of China” and Heilongjiang
Zhongpin’s stipulations.
Section
Three: Entrusting Period
