EQUITY TRUST AGREEMENT
EXHIBIT
10.18
This
Equity
Trust Agreement
(hereinafter the “Agreement”),
is
entered into and effective this 20th day of May, 2005, by and between Yi Wan
Group, Inc., a Florida corporation (the “Company”) on the one hand and
Minhong
Cen,
an
individual and citizen of the People’s Republic of China (“PRC”), whose address
is ▇▇. ▇▇ ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, China,
▇▇▇▇ ▇▇▇▇, an individual and citizen of the PRC, whose address is ▇▇. ▇▇
▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ and Cheng
Wan
Ming, an individual and citizen of the PRC, whose address is ▇▇. ▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ (Minhong
Cen,
▇▇▇▇
▇▇▇▇ and ▇▇▇▇▇ ▇▇▇ Ming collectively referred to as the “Trustees”), with
reference to the following facts:
RECITALS:
WHEREAS,
the
Company wishes to form and capitalize Yi Wan Zhengzhou Restaurants Management,
Ltd. (“Yi Wan Zhengzhou”), a company registered in Zhengzhou, PRC, engaged in
the business of restaurants operation and to have the equity interest of Yi
Wan
Zhengzhou held in trust by the Trustees;
WHEREAS,
the
Company has transferred RMB 3,010,000 to the Trustees and the Trustees used
such
proceeds to form and capitalize Yi Wan Zhengzhou and are holding the equity
interest of Yi Wan Zhengzhou (the “Equity Interest”) 10% in the name of
Minhong
Cen,
10% in
the name of ▇▇▇▇ ▇▇▇▇ and 80% in the name of Cheng Wan Ming;
WHEREAS,
as a
condition to receiving and holding the Equity Interest in trust for the Company,
the Trustees have agreed to grant the Company the rights set forth in this
Agreement;
WHEREAS,
the
Trustees are directors of the Company and has consented to act under this
Agreement for the purposes provided herein.
NOW,
THEREFORE,
in
consideration of the premises and the agreements, provisions and promises
contained herein, and for valuable consideration, the receipt and sufficiency
of
which are hereby mutually acknowledged and confessed, the parties to this
Agreement (hereinafter collectively called the “parties”
and
individually “party”)
agree
as follows:
AGREEMENT:
| 1. |
ESTABLISHMENT
OF TRUST.
|
(a)
Equity
Interest To Be Held In Trust.
The
Trustees hereby agree to hold the Equity Interest in trust for the benefit
of
the Company pursuant to the terms of this Agreement until the termination of
this Agreement.
(b)
Acknowledgement
of Delivery of Equity Interest.
The
Trustees hereby acknowledge and accept delivery of the Equity Interest to be
held for the benefit of the Company.
(c)
Stock
Adjustments.
In the
event that, during the term of this Agreement, any reclassification,
readjustment, or other change is declared or made in the capital structure
of
the Yi Wan Zhengzhou, all new substituted and additional equity interests with
voting rights (hereinafter, collectively or severally, the “Additional Interests”)
issued
or granted with respect to the Equity Interest by reason of any such change
shall also be held by the Trustee subject to the terms of this Agreement in
the
same manner as the Equity Interest.
| 2. |
RIGHTS
& RESTRICTIONS WITH RESPECT TO EQUITY
INTEREST.
|
(a)
Voting
Rights.
Contemporaneous to entering into this Agreement, the Trustees shall grant
irrevocable proxies to exercise all voting rights as an equity holder of Yi
Wan
Zhengzhou in the form attached hereto as Exhibit “A” (the “Proxy”).
(b)
Restrictions
on Transfer.
The
Trustees shall have no authority to sell, pledge, hypothecate, encumber or
otherwise dispose of the Equity Interest except as authorized by the Company.
Any attempt to transfer the Equity Interest without authorization by the Company
shall be a breach of this Agreement and as soon as practicable after such
breach, the Trustee shall cause to be transferred, issued and delivered to
the
Company applicable certificates representing the Equity Interest, properly
endorsed to the Company.
(c)
Notices,
Dividends and Distributions.
The
Trustees shall forward to the Company all notices, reports, statements and
other
communications received from Yi Wan Zhengzhou. The Trustee shall distribute
to
the Company or its designee, promptly upon receipt, all dividends and other
payments or distributions received from Yi Wan Zhengzhou with respect to the
Equity Interest.
(d)
No
Compensation to Trustees.
The
Trustees shall receive no additional compensation for the Trustees’ services
under this Agreement but the Company shall promptly reimburse the Trustees
for
expenses actually incurred in performing duties hereunder after presentation
to
the Company of receipts for such expenses.
(e)
Liability
of Trustees.
The
Trustees shall not be liable for any error of judgment or mistake of fact or
law, or for any action or omission under this Agreement, except for the
Trustees’ own willful misconduct or gross negligence. The Trustees may consult
with legal counsel, and any action or omission undertaken by the Trustees in
good faith in accordance with the opinion of legal counsel shall be binding
and
conclusive on the parties.
| 3. |
TERM
OF AGREEMENT.
|
(a)
Events
of Termination.
This
Agreement shall terminate automatically upon the earlier of:
(i) The
Company or its designated assignee can legally take position of the Equity
Interest under the laws of the PRC and the Company has chosen to so take
position of the Equity Interest;
2
(ii) The
material breach by any one of the Trustees of his obligations under this
Agreement;
(iii) Upon
5
days notice at any time by the Company.
(b)
Transfer
of Equity Interest to Company.
As
soon
as practicable after the termination of this Agreement, the Trustees shall
cause
to be transferred, issued and delivered to the Company applicable certificates
representing the Equity Interest, properly endorsed for transfer to the Company.
(c)
Resignation,
Death, Termination or Incapacity of Trustee.
In the
event of: (i) the resignation as trustee; (ii) death of one of the Trustees;
(iii) termination of one of the Trustees as an employee, director or officer
of
the Company or its subsidiaries; or (iv) incapacity of one of the Trustees,
the
Company may appoint and cause a transfer of the Equity Interest to a successor
trustee to hold the Equity Interest for the benefit of the Company and may
appoint any another person, including the other Trustee, for the sole purpose
of
accomplishing the above described transfer.
| 4. |
FILING,
INSPECTION RIGHTS.
|
A
duplicate of this Agreement shall be filed with Yi Wan Zhengzhou and shall
be
open for inspection on the same conditions as the Company’s record of
shareholders.
| 5. |
REPRESENTATIONS
AND WARRANTIES
|
(a)
The
Company represents and warrants that it is a corporation registered and validly
existing under the laws of the State of Florida in the United States. The
Company has full right, power and all necessary approvals and authorizations
to
execute and perform this Agreement. This Agreement shall constitute the legal,
valid and binding obligations of the Company, which is enforceable against
the
Company in accordance with its terms upon its execution.
(b)
Each
of
the Trustees represent and warrant to the Company that: (i) Yi Wan Zhengzhou
is
a limited liability company registered and validly existing under the laws
of
the PRC and the Trustees are holding title to 100% of Yi Wan Zhengzhou for
the
benefit of the Company; (ii) has full right, power and all necessary and
appropriate approval and authorization to execute and perform this Agreement;
(iii) the execution and the performance of this Agreement will not contravene
any provision of law applicable to the Trustees or any other contractual
restrictions binding on or affecting the Trustees; and (iv) this Agreement
shall
constitute the legal and valid obligations of each of the Trustees, which is
enforceable against the Trustees in accordance with its terms upon its
execution.
| 6. |
MISCELLANEOUS.
|
(a)
Cooperation.
Each
party agrees, without further consideration, to cooperate and diligently perform
any further acts, deeds and things and to execute and deliver any documents
that
may from time to time be reasonably required to consummate, evidence, confirm
and/or carry out the intent and provisions of this Agreement, all without undue
delay or expense.
3
(b)
Interpretation
and Enforcement.
(i)
Applicable
Law.
THIS
AGREEMENT AND THE RIGHTS AND REMEDIES OF EACH PARTY ARISING OUT OF OR RELATING
TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, EQUITABLE REMEDIES) SHALL
BE
SOLELY GOVERNED BY, INTERPRETED UNDER, AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH INTERNAL LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO CONFLICTS OF
LAWS
PRINCIPLES AS IF THIS AGREEMENT WERE MADE, AND AS IF ITS OBLIGATIONS ARE TO
BE
PERFORMED, WHOLLY WITHIN THE STATE OF FLORIDA.
(ii)
Consent
to Jurisdiction.
ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL, SUBJECT
TO PARAGRAPH
6(c)
OF THIS AGREEMENT PERTAINING TO ARBITRATION, BE FILED IN AND HEARD AND LITIGATED
SOLELY BEFORE THE STATE COURTS OF CALIFORNIA LOCATED WITHIN THE COUNTY OF
LOS
ANGELES.
EACH PARTY GENERALLY AND UNCONDITIONALLY ACCEPTS THE EXCLUSIVE JURISDICTION
OF
SUCH COURTS AND WAIVES ANY DEFENSE OR RIGHT TO OBJECT TO VENUE IN SAID COURTS
BASED UPON THE DOCTRINE OF “FORUM NON CONVENIENS”. EACH PARTY IRREVOCABLY AGREES
TO BE BOUND BY ANY JUDGEMENT RENDERED THEREBY IN CONNECTION WITH THIS
AGREEMENT.
(iii)
Waiver
of Jury Trial. EACH
PARTY HEREBY WAIVES SUCH PARTY’S RESPECTIVE RIGHT TO A JURY TRIAL OF ANY CLAIM
OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. EACH PARTY
ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO
ENTER INTO THE TRANSACTION CONTEMPLATED HEREBY, THAT EACH PARTY HAS ALREADY
RELIED UPON THIS WAIVER IN ENTERING INTO THIS AGREEMENT, AND THAT EACH PARTY
WILL CONTINUE TO RELY ON THIS WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY
WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH SUCH
PARTY’S LEGAL COUNSEL, AND THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED
ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.
(iv)
Specific
Performance and Injunctive Relief.
EACH
PARTY ACKNOWLEDGES THAT THE OTHER PARTY HERETO MAY, AS A RESULT OF SUCH PARTY’S
BREACH OF ITS COVENANTS AND OBLIGATIONS UNDER THIS AGREEMENT, SUSTAIN IMMEDIATE
AND LONG-TERM SUBSTANTIAL AND IRREPARABLE INJURY AND DAMAGE WHICH CANNOT BE
REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES AT LAW. CONSEQUENTLY, EACH
PARTY
AGREES THAT IN THE EVENT OF SUCH PARTY’S BREACH OR THREATENED BEACH OF ITS
COVENANTS AND OBLIGATIONS HEREUNDER, THE OTHER NON-BREACHING PARTY SHALL BE
ENTITLED TO OBTAIN EQUITABLE RELIEF, IN ADDITION TO ANY OTHER REMEDY PROVIDED
BY
LAW OR EQUITY, INCLUDING, WITHOUT LIMITATION, ENFORCEMENT OF ALL OF THE
PROVISIONS OF THIS AGREEMENT BY SPECIFIC PERFORMANCE AND/OR TEMPORARY,
PRELIMINARY AND/OR PERMANENT INJUNCTIONS ENFORCING ANY OF SUCH NON-BREACHING
PARTY’S RIGHTS, REQUIRING PERFORMANCE BY THE BREACHING PARTY, OR ENJOINING ANY
BREACH BY THE BREACHING PARTY, ALL WITHOUT PROOF OF ANY ACTUAL DAMAGES THAT
HAVE
BEEN OR MAY BE CAUSED TO SUCH NON-BREACHING PARTY BY SUCH BREACH OR THREATENED
BREACH AND WITHOUT THE POSTING OF BOND OR OTHER SECURITY IN CONNECTION
THEREWITH. THE PARTY AGAINST WHOM SUCH ACTION OR PROCEEDING IS BROUGHT WAIVES
THE CLAIM OR DEFENSE THEREIN THAT THE PARTY BRINGING THE ACTION OR PROCEEDING
HAS AN ADEQUATE REMEDY AT LAW AND SUCH PARTY SHALL NOT ALLEGE OR OTHERWISE
ASSERT THE LEGAL POSITION THAT ANY SUCH REMEDY AT LAW EXISTS. EACH PARTY AGREES
AND ACKNOWLEDGES (A) THAT THE TERMS OF THIS PARAGRAPH ARE FAIR, REASONABLE
AND
NECESSARY TO PROTECT THE LEGITIMATE INTERESTS OF THE OTHER PARTY; (B) THAT
THIS
WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY TO ENTER INTO THE TRANSACTION
CONTEMPLATED HEREBY, (C) THAT THE OTHER PARTY HAS ALREADY RELIED UPON THIS
WAIVER IN ENTERING INTO THIS AGREEMENT, AND (D) THAT EACH PARTY WILL CONTINUE
TO
RELY ON THIS WAIVER IN THEIR FUTURE DEALINGS. EACH PARTY WARRANTS AND REPRESENTS
THAT SUCH PARTY HAS REVIEWED THIS PROVISION WITH SUCH PARTY’S LEGAL COUNSEL, AND
THAT SUCH PARTY HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.
4
(v)
Attorneys’
Fees and Costs.
If any
party institutes or should the parties otherwise become a party to any Action
or
Proceeding based upon or arising out of this Agreement including, without
limitation, to enforce or interpret this Agreement or any provision hereof,
or
for damages by reason of any alleged breach of this Agreement or any provision
hereof, or for a declaration of rights in connection herewith, or for any other
relief, including equitable relief, in connection herewith, the prevailing
party
in any such action or proceeding shall be entitled to receive from the
non-prevailing party as a cost of suit, and not as damages, all costs and
expenses of prosecuting or defending the action or proceeding, whichever the
case may be, including, without limitation, reasonable attorneys’ and other
professional fees such as engineering or accounting fees incurred by the
prevailing party in connection with such action or proceeding.
(vi)
Definitions.
The
term “Action or Proceeding”
shall
mean and include actions, proceedings, suits, arbitrations (if required or
permitted under this Agreement or consented to by the parties), appeals and
other similar proceedings. The term “prevailing party”
shall
mean the party who is determined to prevail by the Court after its consideration
of all damages and equities in the action or proceeding, whether or not the
action or proceeding proceeds to final judgment. In determining whether a party
is the prevailing party the Court shall consider as an element of its
determination the costs and expenses of the parties, including attorneys’ fees
and other fees, which are the subject of this Paragraph
6.
The
Court shall retain the discretion to determine that no party is the prevailing
party in which case no party shall be entitled to recover its costs and expenses
under this Paragraph
6.
The
term “attorneys’ and other fees”
shall
mean and include attorneys’ fees, accountants’ fees, fees of other
professionals, witness fees (including experts engaged by the parties, but
excluding shareholders, officers, employees or partners of the parties), and
any
and all other similar fees incurred in the prosecution or defense of the action
or proceeding. The term “costs and expenses”
shall
mean and include the cost to take depositions, the cost to arbitrate this
dispute, if applicable, and the costs and expenses of travel and lodging
incurred with respect to the action or proceeding, provided, however, the party
incurring said travel and lodging expense must ordinarily travel over one
hundred (100) miles, one way, from his or her residence in incurring such
expense.
(c)
Arbitration.
(i)
Jurisdiction.
The
parties hereby agree to submit all controversies, claims and matters of
difference to arbitration in Los
Angeles
County,
California, according to the rules and practices of the American Arbitration
Association from time-to-time in force, except to the extent that such rules
and
practices are inconsistent with the provisions of this Paragraph
6(c).
This
submission and agreement to arbitrate shall be specifically enforceable. Without
limiting the generality of the foregoing, the following shall be considered
controversies for this purpose: (A) all questions relating to the breach of
any
obligation, warranty, right or condition hereunder; (B) the failure of any
party
to deny or reject a claim or demand of any other party; and (C) any question
as
to whether the right to arbitrate a certain dispute exists. Arbitration may
proceed in the absence of any party if written notice (pursuant to the American
Arbitration Association’s rules and regulations) of the proceedings has been
given to such party. The parties agree to abide by all awards rendered in such
proceedings. Such awards shall be final and binding on all parties to the extent
and in the manner provided by California statute. All awards may be filed with
the clerk of the district court in the county in which the residence or
principal office of a non-prevailing party is located, as a basis of judgment
and of the issuance of execution for its collection and, at the election of
the
party making such filing, with the clerk of one or more other courts, state
or
federal, having jurisdiction over the party against whom such an award is
rendered or such party’s property.
5
(ii)
Selection
of Arbitrator.
The
parties shall mutually agree upon one (1) arbitrator who shall be selected
pursuant to the rules of the American Arbitration Association.
(iii)
Application
of Law; Scope of Powers; Written Decision.
The
arbitrator(s) shall apply such principles of law as hereinabove provided in
Paragraph
6(b)
of this
Agreement relating to application of law, and shall endeavor to decide the
controversy as though they were judges in such court of law. The arbitrator(s)
shall have the power to issue any award, judgment, decree or order of relief
that a court of law or equity could issue under such applicable law including
but not limited to, money damages, specific performance, or injunctive relief;
and for such purposes it is hereby expressly acknowledged and agreed that
damages at law will be an inadequate remedy for a breach or threatened breach
of
any provision of this Agreement, it being the intention of this sentence to
make
clear the agreement of the parties hereto that the respective rights and
obligations of the parties hereto hereunder shall be enforceable in any
arbitration proceedings in accordance with principles of equity as well as
of
law. The arbitrator(s) shall prepare a written decision that will be supported
by written findings of fact and conclusions which adequately set forth the
basis
of the arbitrator(s)’ decision and which cite the statutes and precedents
applied and relied upon in reaching said decision. The award, judgment, decree
or order, and the findings of the arbitrator(s), shall be final, conclusive
and
binding upon the parties hereto, and the judgment upon the award and enforcement
of any other judgment, decree or order of relief granted by the arbitrator(s)
may be entered or obtained in any court of competent jurisdiction upon the
application of any party to the dispute. This agreement to arbitrate shall
be
self-executing without the necessity of filing any action in any court and
shall
be specifically enforceable under the prevailing arbitration law.
(d)
Entire
Agreement/No Collateral Representations. EACH
PARTY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT: (i) IS THE FINAL,
COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT OF THE PARTIES AGREEMENT
WITH
RESPECT TO THE SUBJECT MATTER HEREOF, (ii) SUPERSEDES ANY PRIOR OR
CONTEMPORANEOUS PROMISES, ASSURANCES, GUARANTEES, REPRESENTATIONS,
UNDERSTANDINGS, CONDUCT, PROPOSALS, CONDITIONS, COMMITMENTS, ACTS, COURSE OF
DEALING, WARRANTIES, INTERPRETATIONS OR TERMS OF ANY KIND, ORAL OR WRITTEN
(HEREINAFTER COLLECTIVELY CALLED THE “PRIOR AGREEMENTS”),
AND THAT ANY SUCH PRIOR AGREEMENTS ARE OF NO FORCE OR EFFECT EXCEPT AS EXPRESSLY
SET FORTH HEREIN, AND (iii) MAY NOT BE VARIED, SUPPLEMENTED OR CONTRADICTED
BY
EVIDENCE OF SUCH PRIOR AGREEMENTS, OR BY EVIDENCE OF SUBSEQUENT ORAL
AGREEMENTS.
Any
agreement hereafter made shall be ineffective to modify, supplement or discharge
the terms of this Agreement, in whole or in part, unless such agreement is
in
writing and signed by the party against whom enforcement of the modification,
supplement or is sought.
(e)
No
Reliance Upon Prior Representation.
Each
party acknowledges that no other party has made any oral representation or
promise to such party which representation or promise would induce such party
prior to executing this Agreement to change its position to its detriment,
partially perform, or part with value in reliance upon such representation
or
promise; such party acknowledges that it has taken such action at its own risk;
and such party represents that it has not so changed its position, performed
or
parted with value prior to the time of its execution of this
Agreement.
6
(f)
Waiver.
No
breach of any agreement or provision herein contained, or of any obligation
under this Agreement, may be waived, nor shall any extension of time for
performance of any obligations or acts be deemed an extension of time for
performance of any other obligations or acts contained herein, except by written
instrument signed by the party to be charged or as otherwise expressly
authorized herein. No waiver of any breach of any agreement or provision herein
contained shall be deemed a waiver of any preceding or succeeding breach
thereof, or a waiver or relinquishment of any other agreement or provision
or
right or power herein contained.
(g)
Remedies
Cumulative.
The
remedies of each party under this Agreement are cumulative and shall not exclude
any other remedies to which such party may be lawfully entitled.
(h)
Severability.
If any
term or provision of this Agreement or the application thereof to any person
or
circumstance shall, to any extent, be determined to be invalid, illegal or
unenforceable, then the performance of the offending term or provision (but
only
to the extent its application is invalid, illegal or unenforceable) shall be
excused as if it had never been incorporated into this Agreement, and the
remaining part of this Agreement (including the application of the offending
term or provision to persons or circumstances other than those as to which
it is
held invalid, illegal or unenforceable) shall not be affected thereby and shall
continue in full force and effect to the fullest extent provided by law.
(i)
Time
is of the Essence.
It is
expressly understood and agreed that time of performance is strictly of the
essence with respect to each and every term, condition, obligation and provision
hereof and that the failure to timely perform any of the terms, conditions,
obligations or provisions hereof by any party shall constitute a material breach
of and a non-curable (but waivable) default under this Agreement by the party
so
failing to perform.
(j)
Effect
Upon Successors and Assigns.
All of
the representations, warranties, covenants, conditions and provisions of this
Agreement shall be binding upon and shall inure to the benefit of each party
and
such party’s respective heirs, executors, administrators, legal representatives,
successors and/or assigns, whichever the case may be (hereinafter collectively
called “Permitted Successors”).
(k)
No
Third Party Beneficiary.
Notwithstanding anything else herein to the contrary, the parties specifically
disavow any desire or intention to create a “third party” beneficiary contract,
and specifically declare that no person or entity, save and except for the
parties or their Permitted Successors, shall have any rights hereunder nor
any
right of enforcement hereof.
(l)
Construction.
The
headings used in this Agreement are for convenience and reference purposes
only,
and shall not be used in construing or interpreting the scope or intent of
this
Agreement or any provision hereof. References to this Agreement shall include
all amendments or renewals thereof. All cross–references in this Agreement,
unless specifically directed to another agreement or document, shall be
construed only to refer to provisions within this Agreement, and shall not
be
construed to be referenced to the overall transaction or to any other agreement
or document. As used in this Agreement, each gender shall be deemed to include
each other gender, including neutral genders or genders appropriate for
entities, if applicable, and the singular shall be deemed to include the plural,
and vice versa, as the context requires.
7
(m)
Notices.
Unless
otherwise specifically provided in this Agreement, all notices, demands,
requests, consents, approvals or other communications (hereinafter collectively
and severally called “Notices”)
required or permitted to be given hereunder, or which are given with respect
to
this Agreement, shall be in writing, and shall be given by personal delivery,
telegraph or by express mail, Federal Express, DHL or other similar form of
nationally recognized airborne/overnight delivery service (which forms of Notice
shall be deemed to have been given upon delivery), or by telex or facsimile
transmission (which forms of Notice shall be deemed delivered upon confirmed
transmission), or by mailing in the United States mail by registered or
certified mail, return receipt requested, postage prepaid (which forms of Notice
shall be deemed to have been given upon the third {3rd} business day following
the date mailed). Each party, and their respective counsel, hereby agree that
if
Notice is to be given hereunder by such party’s counsel, such counsel may
communicate directly with all principals, as required to comply with the
foregoing notice provisions.
Notices
shall be addressed to the appropriate party as set forth in the introductory
paragraph of this Agreement, or to such other address as the receiving party
shall have specified most recently by like Notice, with a copy to the other
parties hereto. Any Notice given to the estate of a party shall be sufficient
if
addressed to the party as provided in this Paragraph
6(m).
(n)
Counterparts.
This
Agreement may be executed in two (2) or more counterparts, each of which shall
be deemed an original, and all of which together shall constitute but one and
the same instrument, binding on all parties hereto. Any signature page of this
Agreement may be detached from any counterpart of this Agreement and reattached
to any other counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.
(o)
Execution
by All Parties Required to be Binding.
This
Agreement shall not be construed to be an offer and shall have no force and
effect until this Agreement is fully executed by all parties
hereto.
WHEREFORE,
the
parties hereto have executed this Agreement on the dates and at the places
written below.
(SIGNATURES
FOLLOW)
8
WHEREFORE,
the
parties hereto have for purposes of this Agreement executed this Agreement
in
the City of Jiaozuo, People’s Republic of China, as of the date first
hereinabove set forth.
| THE COMPANY: |
Yi
Wan Group, Inc.,
a Florida corporation
|
|
| |
|
|
| By: | /s/ Cheng Wan ▇▇▇▇ | |
|
|
||
|
▇▇▇▇▇
▇▇▇ ▇▇▇▇
President & Chief Executive
Officer
|
||
| TRUSTEES: | ||
| /s/ Cheng Wan ▇▇▇▇ | ||
|
|
||
| ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ | ||
| /s/ Minhong Cen | ||
|
|
||
| Minhong Cen | ||
| /s/ ▇▇▇▇ ▇▇▇▇ | ||
|
|
||
| ▇▇▇▇ ▇▇▇▇ | ||
Acknowledgement
of Yi Wan Zhengzhou Restaurant Management, Ltd.
The
undersigned has received a copy of this Agreement and confirms that Yi Wan
Zhengzhou Restaurants Management, Ltd. shall abide by its terms and
conditions.
|
Yi
Wan Zhengzhou Restaurant Management, Ltd.,
a
PRC limited liability company
|
||
| |
|
|
| By: | /s/ ▇▇▇▇ ▇▇▇ | |
|
|
||
|
Name:
▇▇▇▇ ▇▇▇
Title: General
Manager
|
||
9
Exhibit
“A”
Proxy
PROXY
| Principal: |
Cheng
Wan Ming
|
| ID Number: |
440623610722061
|
| Address: |
▇▇.▇▇
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
| Agent: |
Cheng
Wan Qing
|
| ID Number: |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
|
| Address: |
▇▇.▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
The
undersigned, Cheng Wan Ming, being a citizen of the People’s Republic of China
(“PRC”), hereby grants an irrevocable proxy to Cheng Wan Qing to exercise all
voting rights as a shareholder of Yi
Wan
Zhengzhou Restaurants Management Ltd. (“Yi
Wan
Zhengzhou”),
including without limitation rights to appoint directors, the general manager
and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
Zhengzhou within the term of this Proxy.
The
proxy
granted hereby shall be conditioned upon Cheng Wan Qing being a PRC citizen
and
an employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo
Yi Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
consent. Once Cheng Wan Qing ceases to be an employee, officer or director
of
the Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
undersigned requesting a termination of this proxy, the undersigned shall revoke
the proxy granted hereunder immediately and grant the rights and powers provided
hereunder to another PRC citizen employed and designated by the
Group.
In
exercising the rights and powers provided hereunder, Cheng Wan Qing shall act
with due care and diligence pursuant to this proxy and applicable laws, shall
indemnify and keep the undersigned harmless from any loss or damage caused
by
any action in connection with the exercise of any rights provided hereunder
(unless such loss or damage is caused by any intentional or material negligent
actions of the undersigned), and shall otherwise be legally and economically
liable to the undersigned and Yi Wan Zhengzhou.
The
term
of this Proxy shall be 10 years from the execution date of this Proxy. Unless
with written consent by the undersigned to terminate the proxy thirty (30)
days
in advance, the term of this proxy shall be automatically be renewed for another
year.
| |
|
|
| /s/ Cheng Wan ▇▇▇▇ | ||
|
|
||
| ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ | ||
| May 20, 2005 | ||
PROXY
| Principal: |
Minhong
Cen
|
| ID Number: |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
|
| Address: |
▇▇.▇▇
▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
| Agent: |
Yingliu
You
|
| ID Number: |
440623410506041
|
| Address: |
▇▇.▇▇▇
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
The
undersigned, Minhong Cen, being a citizen of the People’s Republic of China
(“PRC”), hereby grants an irrevocable proxy to Yingliu You to exercise all
voting rights as a shareholder of Yi
Wan
Zhengzhou Restaurants Management Ltd. (“Yi
Wan
Zhengzhou”),
including without limitation rights to appoint directors, the general manager
and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
Zhengzhou within the term of this Proxy.
The
proxy
granted hereby shall be conditioned upon Yingliu You being a PRC citizen and
an
employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo Yi
Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
consent. Once Yingliu You ceases to be an employee, officer or director of
the
Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
undersigned requesting a termination of this proxy, the undersigned shall revoke
the proxy granted hereunder immediately and grant the rights and powers provided
hereunder to another PRC citizen employed and designated by the
Group.
In
exercising the rights and powers provided hereunder, Yingliu You shall act
with
due care and diligence pursuant to this proxy and applicable laws, shall
indemnify and keep the undersigned harmless from any loss or damage caused
by
any action in connection with the exercise of any rights provided hereunder
(unless such loss or damage is caused by any intentional or material negligent
actions of the undersigned), and shall otherwise be legally and economically
liable to the undersigned and Yi Wan Zhengzhou.
The
term
of this Proxy shall be 10 years from the execution date of this Proxy. Unless
with written consent by the undersigned to terminate the proxy thirty (30)
days
in advance, the term of this proxy shall be automatically be renewed for another
year.
| /s/ Minhong Cen | ||
|
|
||
| Minhong Cen | ||
| May 20, 2005 | ||
PROXY
| Principal: |
▇▇▇▇
▇▇▇▇
|
| ID Number: |
▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇
|
| Address: |
No.
▇▇ ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
| Agent: |
Yingliu
You
|
| ID Number: |
440623410506041
|
| Address: |
▇▇.▇▇▇
▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇
|
The
undersigned, ▇▇▇▇ ▇▇▇▇, being a citizen of the People’s Republic of China
(“PRC”), hereby grants an irrevocable proxy to Yingliu You to exercise all
voting rights as a shareholder of Yi
Wan
Zhengzhou Restaurants Management Ltd. (“Yi
Wan
Zhengzhou”),
including without limitation rights to appoint directors, the general manager
and other officers of Yi Wan Zhengzhou during shareholders’ meetings of Yi Wan
Zhengzhou within the term of this Proxy.
The
proxy
granted hereby shall be conditioned upon Yingliu You being a PRC citizen and
an
employee, officer or director of Yi Wan Group, Inc. (the “Group”) or Jiaozuo Yi
Wan Hotel Co., Ltd. (“Jiaozuo Yi Wan”) and shall be subject to the Group’s
consent. Once Yingliu You ceases to be an employee, officer or director of
the
Group or Jiaozuo Yi Wan, or the Group delivers a written notice to the
undersigned requesting a termination of this proxy, the undersigned shall revoke
the proxy granted hereunder immediately and grant the rights and powers provided
hereunder to another PRC citizen employed and designated by the
Group.
In
exercising the rights and powers provided hereunder, Yingliu You shall act
with
due care and diligence pursuant to this proxy and applicable laws, shall
indemnify and keep the undersigned harmless from any loss or damage caused
by
any action in connection with the exercise of any rights provided hereunder
(unless such loss or damage is caused by any intentional or material negligent
actions of the undersigned), and shall otherwise be legally and economically
liable to the undersigned and Yi Wan Zhengzhou.
The
term
of this Proxy shall be 10 years from the execution date of this Proxy. Unless
with written consent by the undersigned to terminate the proxy thirty (30)
days
in advance, the term of this proxy shall be automatically be renewed for another
year.
| /s/ ▇▇▇▇ ▇▇▇▇ | ||
|
|
||
| ▇▇▇▇ ▇▇▇▇ | ||
| May 20, 2005 | ||