(整理版)股份代持協(xié)議英文模板

1、Share-hold ing En trustme nt Agreeme ntThis en trustme nt agreeme nt (here in after called as“ thisagreeme nt ” ) was sig ned by follow ing parties (here in after called as “ agreeme nt parties) in Qin gdao, China on July 20, 2008.Party A: Shen gyua n Nutriti onal Food Co., Ltd. (“ Shen gyua nNutrit

2、io n”)Address: Seashore In dustrial Park, Jia onan, Qin gdaoNatural pers on A: Jia ng Yunpen g; ID card No.atural person B: Zhang Jibin; ID card No.here in after called as“ Party B ” or “ Party B Together ”)Whereas:1 Validly existing and lawfully established w

3、ithin theterritory of the People s Republic of China, Party A is anexclusively foreig n-ow ned en terprise, whose lawful registrati on certificate number is: 370284400001270;2 Party B is a citize n of PRC;3 Party A will entrust Party B to set up the company inmainland China to deploy preg nant woma

4、n detecti on cen terproject (“ project ” ). Party A will join force with the company ofParty B and Party B Together (“ Party B Company ”)to sign“ Exclusive Con sult ing and Service Agreeme nt” and some otheragreeme nts to establish bus in ess relati on ship;4 Party B is required to use capital to de

5、ploy some mattersin clud ing prophase operati on of project.Therefore, after frie ndly con sultati ons betwee n bothParties on the prin ciple of mutual ben efit, the Parties herebyagree as follows:I Stock equity-hold ing on behalf of holders and releva ntfund items1.1 Party A shall appropriate fund

6、to Party B as per PartyB s written application since the a greement was signed. Thesum shall be RMB15 m for each of Party B and the total shallbe RMB30 m (“ fundholding on behalf of holders” ). Party Bshall be resp on sible for utilizi ng this fund as registered capital to establish the compa ny (he

7、re in after calledas “ thiscompa ny ).1.2 This company will sign a series of agreements withParty A, i ncludi ng but not limited to“ Exclusive Con sult ing andService Agreeme nt” ,“ Busin ess Operatio n Agreeme nt” ,“ StockEquity Disposal Agreeme nt” and “ Stock Equity PledgeAgre ement” . Both Parti

8、es have basically agreed to the contentframework (Annex One, Two, Three and Four) of theseagreeme nts.1.3 Bei ng as the nominal holder of shares (here in aftercalled asshahodd ingon behalf of the holdercompa ny, Party B shall perform releva nt shareholders)of thisrightss in dicati on.on behalf of th

9、e holder depe nding on Party A1.4 The own ership of share-hold ing on behalf of the holder un der the n ame of Party B bel ongs to Party A. Party B shall only set up this compa ny and hold the shares of this compa ny un der the n ame of the trustee.II Authorization of entrustmentThe rights en truste

10、d by Party A to Party B to perform onbehalf of Party A in elude:2.1 Set up this eompa ny un der the n ame of Party B;2.2 Register Party B to be the shareholder in the shareholder registrati on roster of this eompa ny;2.3 Perform shareholder s rights as the shareholder of this eompa ny, i nclud ing b

11、ut not limited to eharg ing divide nd orbonus, partieipati ng the shareholder meeti ng, perform ing voting right and ete.;2.4 Perform shareholdersother rights as per releva nt laws,regulatio ns and con stituti on of this compa ny in registrati on locati on.III Party A s rights and obligations3.1 Bei

12、ng as the actual in vestor of share-hold ing on behalfof the holder, Party A has the right to enjoy actualshareholder s rights and has the right to obta in releva ntin vest ing in come.3.2 Party A can issue comma nds to Party B at any mome ntwith respect to Party A s performing shareholdit and rPart

13、y B shall execute Party A s comma nds uncon diti on ally.3.3 Party A has the right to tran sfer the share-hold ing onbehalf of the holder and releva nt shareholder s equity to itsown acco unt or the acco unt of any third Party desig nated byParty A whe n Party A thi nks roper. Party B shall agree to

14、 theabove-me nti oned tran sfere nee uncon diti on ally and shalltran sact the tran sfere nee as per Party A s comma nd.s holdirnhohdne on3.4 During the period of Party B behalf of the holder, Party A shall shoulder all of releva ntgen erated expe nses of taxati on (if any); Party A shall also shoul

15、der the gen erated expe nses of taxati on whe n Party B tran sfers the share-hold ing on behalf of Party A to Party A or any third Party designated by Party A to hold as per Party A s comma nds.3.5 Being as the actual holder of the share, Party A has theright to supervise and correct Party B s impro

16、per behaviors ofentrustment as per this agreement and also has the right torequire Party B to compensate actual losses due to Party B s improper behaviors.3.6 Party A has the right to notify cancelling entrustingParty B at any mome nt and request to tran sfer releva nt shareto Party A or new trustee

17、 selected by Party A or any third Party desig nated by the Party A in accorda nee with laws.IV Party B s rights and obligations4.1 Party B will not enjoy any usufruct or disposal right(in clud ing but not limited to tran sfere nee and pledge of shareholders equity) of shareholders equity formed by t

18、hisshare-holding on beha lf of the Party A, under Party B s ownn ame.4.2 Party B shall not tran sfer the authority of en trustme nt to the Third Party to hold above-me ntioned share-hold ing onbehalf of the Party A or enjoy shareholder s equity at anymoment or in any situation, un less Party B obtai

19、ns Party A scomma nds or Party A s writte n consent.4.3 Under the condition of not obtaining Party A s writtenauthorizati on, Party B is not permitted to make tran sfere neeand disposal or set guara ntee of any form for share-hold ing on behalf of Party A and all of ben efits held by itself, moreove

20、r, Party B is not permitted to impleme nt any other behaviors possibly damag ing Party A s ben efits.24.4 Party B shall deliver all of ben efits gen erated from share-hold ing on behalf of Party A to Party A timely (in cl. cash divide nd, bonus or any other ben efit allocati on s).4.5 Party B shall

21、try its best to cooperate with Party A to tran sfer all of releva nt procedures un der its own n ame, whe n Party A pla ns to tran sfer share-hold ing on behalf of the holder to the third Party.V Term of en trustme ntThe term of en trustme nt shall be a period start ing from the effective date of th

22、is agreeme nt and ending whe n Party A issues the written consent to Party B for termination.VI All of agreeme nts and modificati on for agreeme nts6.1 This agreeme nt together with all of the men ti oned or explicitly in cluded agreeme nts an d/or all of agreeme ntsreached by docume nt draft ing pa

23、rties in terms of subject-matters of this agreeme nt shall replace all of the oral, writte n agreeme nts, con tracts, un dersta ndings and address books reached by all parties previously with respect to subject-matters of this agreeme nt.6.2 Any modificatio n for this agreeme nt will go into effect

24、only after all parties have signed the written agreement. The modified agreeme nts and suppleme ntary agreeme nts related to this agreeme nt sig ned by all parties are the importa nt parts of this agreeme nt. These agreeme nts have the same legal force with this agreeme nt.VII Impleme ntati on of ag

25、reeme nts authorizedThis agreeme nt is in triplicate and each party holds one. This agreeme nt will go into effect since Party A represe ntative affixes the sig nature and the official seal and Party B Together affixes the sig nature.VIII Jurisdicti on of lawsSubscripts n, effective ness, impleme ntati on and in terpretati on of this agreeme nt together with settleme nt of disputes is ruled over by PRC laws and it is in terpreted as per PRC laws.IX Settleme nt of disputes9.1 Whe n all of releva nt parties have disputes with respect to in terpretati on and impleme