Declaration-of-Trust(委托持股協(xié)議)

1、精選優(yōu)質(zhì)文檔-傾情為你奉上精選優(yōu)質(zhì)文檔-傾情為你奉上專心-專注-專業(yè)專心-專注-專業(yè)精選優(yōu)質(zhì)文檔-傾情為你奉上專心-專注-專業(yè) DECLARATION OF TRUSTThis Declaration of Trust (Declaration) is entered into on this day of , 2003 in Beijing by and between: , a company incorporated and validly existing under the laws of , as the grantor/beneficiary, with its principa

2、l business address at (“Party A”); andMr./Ms. , a citizen of the Peoples Republic of China (“PRC”), with his/her PRC identity card number of , as the trustee (Party B).(Party A and Party B, collectively referred to as “Parties” and individually a “Party”.)WHEREAS, Beijing Ivy Network Technology Co.,

3、 Ltd. (“Company”) is a limited liability company registered in the PRC and providing Internet information services; WHEREAS, Party B is a citizen of the PRC;WHEREAS, Party A intends to entrust Party B to serve as a trustee in holding % equity in the Company, and Party B agrees to hold this % equity

4、of the Company, on behalf of and for the benefits of Party A.THEREFORE, for valuable considerations the sufficiency of which the Parties hereby acknowledged, the Parties reached agreement as follows:Title Holder. Party B acknowledges that the capital contribution made in cash in amount of to the reg

5、istered capital of the Company, representing % of the registered capital of the Company (“Equity”), was paid up by Party A via Party B who acts on behalf of and for the benefits of Party A. Party B hereby affirms that, Party A is and always will be the owner and the exclusive beneficiary of any and

6、all the benefits associated with the Equity.Declaration of Trust. Party A hereby grants to Party B, and Party B hereby declares that (a) he/she shall hold in trust as a trustee of Party A the legal title of the Equity; and (b) Party A remains the beneficiary of the Equity, as well as all the benefit

7、s and interests generated from such Equity, including but not limited to all dividends, bonuses and other payments accrued or to be accrued upon the Equity.Limit of Trust. Party B hereby acknowledges that he/she will exercise the powers and/or rights as the registered legal owner of the Equity accor

8、ding to the written instruction of Party A and he/she shall not exercise any such power or right without the prior written approval of Party A. The Parities agree that Party B shall not be held liable for any loss or damages caused to the Company as a result of his/her exercise of any powers and /or

9、 rights as the registered legal owner of the Equity, provided that Party B acts as a trustee of Party A in relation to the Equity in strict compliance with the provisions of this Declaration.Reimbursement by Party A. Party A agrees to reimburse Party B any and all the costs and expenses (if any) tha

10、t Party B may incur as the registered legal owner of the Equity, including but not limited to government fees, taxes and other costs and expenses which may be incurred by Party A as the registered legal owner of the Equity.Payment to Party B. Party B agrees and undertakes to pay Party A or any party

11、 designated by Party A forthwith upon receipt of any and all income or distributions, including but not limited to any payment of dividends, bonuses and other payments declared by the Company and payable to him/her in his/her capacity as the registered legal owner of the Equity.Termination by Party

12、A. This Declaration and the beneficiary and trustee relationship created herein may be terminated at any time at the sole discretion of Party A. In the event of such a termination, Party B agrees to cooperate fully in the transfer of all Equity to Party A or any other party designated by Party A, in

13、cluding but not limited to, entering into an equity transfer agreement and any other documents which may be necessary to effect such an equity transfer etc. For this purpose, upon the execution of this Declaration, Party B will execute the Equity Transfer Agreement the form of which is set forth in

14、Appendix A without being dated. Party B agrees that in case of early termination of this Declaration by Party A, Party A may fill in the blanks in and date this Equity Transfer Agreement, and use the completed Equity Transfer Agreement for purpose of the equity transfer under this Clause 6.Terminati

15、on by Party B. This Declaration and the beneficiary and trustee relationship created herein shall not be terminated by Party B without prior written consent of Party A. In the event of a termination approved by Party A, Party B agrees to cooperate fully in the transfer of all Equity to Party A or an

16、y other party designated by Party A, including but not limited to, entering into an equity transfer agreement and any other documents which may be necessary to effect such an equity transfer etc. For this purpose, upon the execution of this Declaration, Party B will execute the Equity Transfer Agree

17、ment the form of which is set forth in Appendix A without being dated. Party B agrees that in case of early termination of this Declaration by Party A, Party A may fill in the blanks in and date this Equity Transfer Agreement, and use the completed Equity Transfer Agreement for purpose of the equity

18、 transfer under this Clause 7.Concurrent Execution of Irrevocable Proxy. Concurrently with the execution of this Declaration, Party B agrees to execute an irrevocable proxy, substantially in the form attached herein as Appendix B, irrevocably appointing Party As attorneys as his/her authorized repre

19、sentative in his/her name and on his/her behalf to, among other things, represent him/her at the shareholders meeting and the board of directors of the Company, and execute and deliver all such documents and do all such things as Party A might do for any and all purposes in relation to Company matte

20、rs. Relationship. Both Parties agree and confirm that Party B is acting as an independent contractor in rendering services as a trustee under this Declaration. No partnership or agency relationship between the Parties is intended, or created under this Declaration.Party Bs Representations. Party B r

21、epresents to Party A that this Declaration, when executed and delivered by him/her to Party A, constitutes his/her valid and legally binding obligations enforceable against him/her in accordance with its terms, and his/her performance of this Declaration does not contravene any PRC law and regulatio

22、ns or of his/her existing contractual and other obligations to any third parties.Severability. Whenever possible, each provision of this Declaration will be interpreted in such manner as to be effective and valid under the governing law. However, if any provision of this Declaration is held to be pr

23、ohibited by or invalid under the governing law or in any jurisdiction, such provision will be ineffective only to the extent of such prohibition or invalidity, without affecting other provisions hereof.Waiver. The failure of any Party to insist upon strict adherence to any terms of this Declaration

24、on any occasion shall not be considered a waiver of any right hereunder nor shall it deprive that Party of the right thereafter to insist upon strict adherence to that term or any other terms of this Declaration. Counterparts. This Declaration may be executed in two counterparts, each of which shall

25、 be deemed as original but all of which together will constitute one and the same instrument.Headings. The descriptive headings of this Declaration are inserted for convenience only and do not constitute a part of this Declaration. Notices. All notices, requests, permissions, demands, waivers and ot

26、her communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if (a) delivered by hand, (b) deposited in the mail (registered, return receipt requested), properly addressed and postage prepaid, or (c) transmitted by telecopier with confirmation of

27、 receipt:If to Party A: Address: Fax: Telephone: Attention: If to Party B: Address: Fax: Telephone: Such names and addresses may be changed by written notice to each other person listed above.Governing Law. The Parties hereto acknowledge and agree that this Declaration shall be governed and construe

28、d in accordance with the laws of the PRC. The Parties hereto agree to submit all disputes in connection with this Declaration to arbitration in Beijing to be administered by the China International Economic and Trade Arbitration Commission in accordance with its applicable arbitration rules. The arb

29、itral award shall be binding upon the Parties.Assignment. Party B may not assign this Declaration or its rights or obligations hereunder without prior written consent of Party A. Party A without serving a written notice on Party B assign this Declaration or its rights or obligations hereunder to any

30、 third party.Confidentiality. Each Party undertakes to hold this Declaration and the trust declared hereby confidential and not disclose it to any third party without the consent of the other Party.IN WITNESS WHEREOF, the authorized representatives of both Parties have duly executed this Declaration

31、 as of the date first above written.Party A: By: _ Title:Date:Party B: By: _Date: 2003 Appendix A:Equity transfer AgreementThis Equity Transfer Agreement (“Agreement”) is entered into on this day of , in by and between:Mr./Ms. , a citizen of the Peoples Republic of China (“PRC”), with his/her PRC id

32、entity card number of (Party A); and , a company incorporated and validly existing under the laws of , with its principal business address at (“Party B”); and (Party A and Party B, collectively referred to as “Parties” and individually a “Party”.)WHEREAS, Beijing Ivy Network Technology Co., Ltd. is

33、a limited liability company incorporated on 27 November 2003 and validly existing under the laws of the PRC, having its registered office at (“Company”);WHEREAS, Party A holds % of the registered capital of the Company (“Equity”);WHEREAS, Party A agrees to sell to Party B and Party B agrees to purch

34、ase from Party A, the Equity, together with all rights and obligations related thereto, pursuant to the terms and conditions set out in this Agreement. NOW, THEREFORE, the Parties hereby agree as follows:1.Transfer of The Equity1.1Party B agrees to sell to Party B and Party B agrees to purchase from

35、 Party A, the Equity, together with all rights and obligations related thereto, pursuant to the terms and conditions set out in this Agreement.1.2As the consideration for the transfer by Party A of the Equity to Party B, Party B agrees to pay currencyamount to Party A. The consideration shall be pai

36、d by Party B within 10 working days after the change in shareholder of the Company from Party A to Party B in relation to the Equity has been registered with the administration authority for industry and commerce, evidenced by appropriate documents. 1.3Party B, after the equity transfer has been reg

37、istered with relevant administration authority for industry and commerce, will become the legal and registered owner of the Equity and shall enjoy its rights and undertake its obligations associated with the Equity according to the PRC law and regulations, the articles and association and other cons

38、titutional documents of the Company.2.Further actions2.1Upon the date of effectiveness of this Agreement, Party A shall cause the Company, other shareholder of the Company and the directors of the Company to approve the Equity transfer under this Agreement and to sign and adopt resolution of shareho

39、lders meeting, resolution of board of directors, revised articles of association of the Company and/or other documents which may be required to effect the transfer of Equity under this Agreement. 2.1Upon the date of effectiveness of this Agreement, Party A shall and shall cause the Company to obtain

40、 all necessary governmental approvals and consents (if any) which may be required and to register the change of shareholder from Party A to Party B under this Agreement with relevant administration authority of industry and commerce, and to take any and all other actions necessary to effect the tran

41、sfer of the Equity as contemplated herein.3.Miscellaneous3.1The Parties shall keep confidential all knowledge and information in connection with this Agreement and shall not make such knowledge or information available to any third party unless they are under a duty or compelled by law to disclose.

42、Any public announcement shall be subject to mutual consent. 3.2Should any provision(s) of this Agreement become void or invalid, this shall not affect the validity of the remaining provisions. In such case, the void or invalid provision(s) shall be automatically replaced by such valid provision(s) t

43、hat come(s) as close as possible in its/their economic result to the invalid provision(s) and reflecting closest the intention of the Parties at the time of signing of the Agreement. 3.3This Agreement shall be governed by and construed in accordance with the laws of the Peoples Republic of China.3.4

44、All disputes arising from the execution of, or in connection with this Agreement shall be settled through friendly consultation between the Parties. If no settlement can be reached through consultation within sixty (60) days after either Party has given written notice to the other Party of the existence of a dispute under this item, the dispute shall be submitted to arbitration with the China International Economic and Trade Arbitration Commission CIETAC arbitration may be selected if any party to this agreement is a foreign related party (such as a foreign company, a fore