Delegate Contract (English)

Party:
Legal representative:
Registered address:

B:
Legal representative:
Registered address:

A, B and the principle of equality and mutual benefit, through friendly consultations, held on behalf of Party B commissioned to reach an agreement as to hereby jointly follow the implementation:

A commissioned content

Party B as its voluntary accreditation for a company RMB ____ yuan investment (such contribution as a percentage of a company's registered capital ____%, hereinafter referred to as "represents shares") in the name of the holder, and took the exercise of the relevant shareholders' rights Party B Party delegate and voluntary exercise on behalf of the relevant shareholder rights.

Two, delegated authority

Appoints Party B on behalf of the exercise of rights, including: the Party in its own name on behalf of the trustee shares exercisable funded as a company, a company named on the register of members to participate as a shareholder of a company the company corresponding activities, collected on behalf dividends or bonuses, to attend the shareholders' meeting and exercise voting rights, and the exercise of corporate law and a charter granted by the shareholders of the Company other rights.

== III == Party's rights and obligations

• 1. Party as the actual investment funders for a company enjoys the actual shareholders' rights and the right to obtain the corresponding investment income; B is only able to contribute in its own name to the Party on behalf of a company funded and held by Party the formation of such investments in equity, while those formed by equity investment is not entitled to any right of usufruct or disposal (including but not limited to, equity transfer, pledge).
• 2 In the delegate holding period, Party reserves the right conditions are met, it will be transferred to shareholders' equity related to themselves or their designated under the name of any third person, when it comes to the legal documents, Party B shall unconditionally consent and Unconditional bear. Party on behalf of the holding period, due behalf of the holders of shares of the relevant fees and taxes (including, but not limited to ownership related investments on behalf of attorneys' fees, audit fees, asset appraisal fees) borne by the Party; in Party B will be converted to shares held on behalf of Party A or any third party to hold the specified time, the resulting change of registration fee should also be owner. Since these costs borne by Party occurred within five days, Party B shall be assigned to such fees designated bank account. Otherwise, Party B is entitled to the return on investment, equity transfer income and any other income, net.
• 3 As a principal, according to a company party bears Prospectus, this Agreement and the provisions of the Companies Act to make timely investment in RMB cash obligations and their contribution within the limits of all the investment risk. Party failed to timely contribution due to all the consequences caused (including actual losses caused to Party B) shall be borne by the Party.
• 4. Party as a "representative of shares," the actual owner is entitled under this Agreement on the Party improper conduct fiduciary oversight and correction, and the right to request Party B to this Agreement based compensation due to poor entrusted to self-inflicted actual losses, but Party A Party B can not arbitrarily interfere with normal business activities.
• 5. Party B can not honestly believe that fulfill fiduciary obligations, shall be entitled to the lifting of the Party's delegate and requirements legally transfer the corresponding "represents shares" to the client selected a new trustee, but must give 30 days' written notice to Party B .

== 4, B == rights and obligations

• 1 As a trustee, B has the right to participate as a nominee shareholder of the management company or a company's management to supervise, but may not use the name of any shareholder to seek their own selfish interests.
• 2 without the prior written consent of Party A, Party B shall not delegate the agency on behalf of a third party holding the shares and shareholders' equity.
• 3 As a shareholder of the company's name, Party B promises they hold a shareholding agreement subject to this limitation. Party to participate as a shareholder in a company's management process requires the exercise of voting rights should be at least three days in advance notify and obtain written authorization Party. Party without the written authorization of the conditions, Party B shall not held its "represents shares" and all of its income transfer, disposition or set any form of guarantee, nor the implementation of any possible harm the interests of the Party.
• 4 In the Party itself as a company's actual shareholders and the proportion of shares held by a company (excluding shares held on behalf of Party A) is greater than ____% of the cases, if the Party itself as the views of shareholders are inconsistent with the Party's opinions and not take into account the views of the two, the party should vote before the vote on the matters themselves inform Party. In this case, Party B shall agree to vote in accordance with their own opinions.
• 5. Party committed to its future representatives received due to all of the shares of any investment income (including cash dividends, bonuses or any other distribution of income), are all transferred to the Party, and promised to get the investment income 3 days after the other Party included in investment income designated bank account. If B can not be delivered, shall pay the equivalent of the current bank interest on overdue loans liquidated damages.
• 6 In Party intends to shareholders of the Company or a person other than the transfer of shareholders' shares represented ", the Party should to provide the necessary assistance and facilities.

Five commissioned holding cost

Party B shall pay an annual holdings on behalf of $ ______ fee, which shall be annually paid before ______ ______ month to Party.

Six, Privacy Policy

The parties to this Agreement or to fulfill in the process of contacting each other informed of any commercial information has confidentiality obligations, unless there is clear evidence that the information is publicly known information or obtain prior written authorization from the other side. These confidentiality obligations after termination of this Agreement remain valid. Either party for breach of such obligations to the other party causes losses shall compensate the other party for consequential loss.

Seven, dispute settlement

Where performance of this agreement disputes, A and B shall be amicably resolved through consultation, negotiation can not be resolved, either party shall be entitled to submit a dispute to arbitration committee ______ and in accordance with the then effective arbitration rules, arbitration The final decision on the parties and legally binding.

VIII MISCELLANEOUS

• 1 This Agreement in duplicate, one copy each of the parties, have the same legal effect.
• (2) This Agreement A, B signed by authorized representatives of both parties from the date of entry into force.

× × × × limited liability company (seal)
Authorized Representative: (Signature)

______ Years ______ months ______ day



× × × × Inc. (seal)
Authorized Representative: (Signature)

______ Years ______ months ______ day

See also

• Delegate Contract - Chinese