TRUST AND INDEMNITY AGREEMENT
THIS
TRUST AND INDEMNITY AGREEMENT (this "Agreement") is made on
September 20, 2007
BETWEEN
SMOOTH
GLOBAL
(BEIJING) TELECOM SCIENCE
LIMITED (hereinafter called the
“Beneficiary")
AND
▇▇▇
▇▇▇▇▇▇▇ (hereinafter called the
“Trustees")
AND
▇▇▇▇
▇▇▇▇▇▇ (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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1
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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 may act individually during the
period from the notice to the appointment of the replacement Trustee
unless otherwise directed by the
Beneficiary.
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(8)
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A
direction given to the Trustees by any executive officer of the
Beneficiary shall be effective as authority to act under this agreement
if
it purports to represent an instruction given by the Board of Directors
of
the Beneficiary.
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(9)
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The
Beneficiary may terminate this agreement at any time by giving
written notice of termination to the Trustees. Upon
receipt of notice of termination, the Trustees will cause title
to the
Shares to be promptly transferred to the
Beneficiary.
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(10)
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The
Beneficiary may replace either of both of the Trustees at any time
by
giving written notice to the Trustees of the identity and
address of the replacement Trustee(s). Upon receipt of the notice,
the
Trustees will cause title to the Shares to be promptly transferred
to the
replacement Trustee.
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(11)
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The
Beneficiary may assign its rights under this agreement by giving
written
notice to the Trustees of the replacement Beneficiary, and the
Trustees
shall afford to the assignee all of the rights and privileges afforded
to
the Beneficiary hereunder.
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(12)
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Any
notice given hereunder shall be given by actual delivery to the
noticed
party at the addresses set forth below or such other
address as the noticed party shall
provide.
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2
If
to ▇▇▇
▇▇▇▇▇▇▇, to:
▇▇▇▇
▇▇▇,
▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
District, Beijing 100024, P.R.China
If
to
▇▇▇▇ ▇▇▇▇▇▇, to:
▇▇▇▇
▇▇▇,
▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
District, Beijing 100024, P.R.China
If
to the
Beneficiary, to:
#28
Tianzhu Road Area A Tianzhu Airport Industrial Zone,
Shunyi
District, Beijing 101300, P.R.China
IN
WITNESS WHEREOF the parties hereto have now
set their seals on the day and
in
the
year before mentioned.
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/s/
▇▇▇ ▇▇▇▇▇▇▇
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/s/
▇▇▇▇ ▇▇▇▇▇▇
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JIN
▇▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇
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Smooth
Global (Beijing) Telecom Science Limited
By:
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Print:
▇▇▇▇▇ ▇▇▇▇▇▇
Witness
to the signature(s) of the Beneficiary:
Witness's name:
/s/
Wang Ze
Print:
WANG Ze
Attorney
at Law
Certificate
No: W0119941100770
Address:
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇,
Beijing 100027,
P.R.China
3
DECLARATION
OF TRUST
We：
▇▇▇
▇▇▇▇▇▇▇ (PRC ID: 230102410820072)
and
▇▇▇▇
▇▇▇▇▇▇ (PRC ID: 110105196503081122)
Address：▇▇▇▇
▇▇▇, ▇▇▇▇ ▇▇,
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
District, Beijing 100024, P.R.China
Hereby solemnly and
sincerely declare follows:
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1.
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THAT
the shares now standing in our names represent 100% of
registered capital Numbered of 鑫首家(北京)信息服务有限公司
Beijing GRT Information Services Limited (hereinafter called “the
Share”), a limited companyIncorporated under the Laws of the
People's Republic of China whose registered office is at 6F
Blue Sky Mansion, Tianzhu Airport Industrial Zone, Shunyi
District, Beijing 101300, P.R.China do not belong to
us butto Smooth
Global
(Beijing)
Telecom
Science
Limited (hereinafter called ‘the
Beneficial Owner’ which expression shallInclude its
successors in interest and assigns), a limited company incorporated
under
the Laws of the People's Republic of China whose registered office
is at
at #28 Tianzhu Road, Area A, Tianzhu Airport Industrial Zone, Shunyi
District, Beijing 101300, P.R.China
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2.
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THAT we
hold the Shares and all dividends and
interests accrued or to accrue in trust for theBeneficial
Owner and I/we undertake transfer and deal, in all respects, to pay
the Sharesand any dividends, interest and other
benefits thereon and accretions thereto in
such manneras the Beneficial Owner shall from time to time
direct.
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3.
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THAT we
undertake, when called upon to do so by the Beneficial
Owner, to transfer the Share to the Beneficial owner
or as the Beneficial owner may
direct
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4.
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THAT we
undertake that I/we will at the request of the Beneficial Owner
attend by virtue ofbeing the registered holder of the
Share and will vote at any such meetings in
such manner asdirected by the Beneficial
Owner.
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IN
WITNESS WHEREOF the parties hereto have now set their seals on the day
and
in
the
year before mentioned.
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/s/
▇▇▇ ▇▇▇▇▇▇▇
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/s/
▇▇▇▇ ▇▇▇▇▇▇
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JIN
▇▇▇▇▇▇▇
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▇▇▇▇
▇▇▇▇▇▇
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4
IN
WITNESS WHEREOF this Declaration was executed this September 20,
2007
Witness
to the signatures of the Beneficiary:
Witness’s
name:
/s/
Wang Ze
Print:
WANG Ze
Attorney
at Law
Certificate
No: W0119941100770
Address:
▇▇
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇
District, Beijing 100027, P.R.China
FIRST
SCHEDULE
Class
of
Shares: Ordinary
Percentage
Share of Capital: 100%
In Beijing
GRT Information Services Limited 鑫首家(北京)信息服务有限公司
incorporated
under the Laws of the People's Republic ofChina whose registered office is
at
6F Blue Sky
Mansion, Tianzhu Airport
Industrial Zone, Shunyi District, Beijing 101300, P.R.China and its
registered Certificate No. is 1102222837401
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