Covenant Group of China Inc.
Exhibit 10.7
March 22,
2010
This
share entrustment agreement (the “Agreement”), executed on the above date, by
and among Covenant Group of China Inc. (“Covenant”), a U.S. public company, and
the following shareholders of HaiNan JIEN Intelligent Engineering Co. (“JIEN”):
Ma Bing Feng and ▇▇▇ ▇▇▇▇ Hua (each a “JIEN Shareholder” and collectively the
“JIEN Shareholders”).
The
parties acknowledge that JIEN and the JIEN Shareholders entered into an
agreement dated June 24, 2009 (“June 24, 2009 Agreement”) with Covenant Group
Holdings Inc. (“Holdings”), now a wholly-owned subsidiary of Covenant, whereby
Holdings would acquire one-hundred percent (100%) of JIEN’s common stock from
the JIEN Shareholders in exchange for one million three hundred fifty thousand
(1,350,000) shares of Covenant common stock. The percentage of the
latter Covenant shares to be received by each JIEN Shareholder was cited as
follows: Ma Bing Feng (60%) and ▇▇▇ ▇▇▇▇ Hua (40%).
The
parties acknowledge that the obligation of the parties to exchange
Covenant common stock shares for JIEN common stock shares held by the
JIEN Shareholders occurred on December 24, 2009, the effective date of a share
exchange agreement, which consummated a merger and going public transaction
between Holdings and Covenant, formerly named Everest Resources
Inc.
The
parties acknowledge that Covenant has issued Covenant shares in the name of the
JIEN Shareholders, but JIEN and the JIEN Shareholders are still in the process
of effecting a change in the Peoples Republic of China of the registered or
record ownership of the JIEN shares in the name of
Holdings. Accordingly, Covenant shall hold the JIEN Shareholders
shares in Covenant in trust for the exclusive beneficial ownership and voting
rights of each respective JIEN shareholder. Additionally, JIEN and
each JIEN Shareholder shall hold the JIEN shares in trust for the exclusive
beneficial ownership and voting rights of Covenant through
Holdings. The parties ratify and agree that this mutual trust
arrangement has been effective since the effective date of the December 24, 2009
Agreement.
Unless
agreed otherwise in writing, the parties shall use their best efforts to have
the JIEN shares registered promptly in the name of Holdings and thereafter the
shares in both Covenant and JIEN can be released to the respective parties in
accordance with the terms of the June 24, 2009 Agreement. Upon such
mutual share releases, the trust arrangements arising under this Agreement shall
terminate.
To the
extent not expressly contradicted by this Agreement, the provisions of the June
24, 2009 Agreement shall be controlling, including the ability of the instant
Agreement to be executed in one or more counterparts (facsimile copies are
deemed originals), each of which shall be an original and all of which taken
together shall constitute one and the same instrument.
Agreed
and acknowledged:
| COVENANT GROUP OF CHINA INC. | |
| /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Chairman | |
| /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇▇▇▇ ▇▇▇▇, President | |
| HAINAN JIEN INTELLIGENT ENGINEERING CO. | |
| /s/ Ma Bing Feng | |
| Ma Bing Feng, Chairman | |
| /s/ Ma Bing Feng | |
| MA BING FENG | |
| /s/ ▇▇▇ ▇▇▇▇ Hua | |
| ▇▇▇ ▇▇▇▇ HUA | |