Unassociated Document


    
      

      

    

    

      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

      JIN
        Yanfang (hereinafter called the
“Trustees")

      AND

      WANG
        Yanxia (hereinafter called the “Trustees")

      


      WHEREAS

      


      
        	
                (1)

              	
                the
                  Beneficiary is the beneficial owner of the shares (the
                  "Shares") of a company (the "Company") specified the
                  First Schedule hereto

              


      

      
        	
                (2)

              	
                the
                  Beneficiary has requested Trustees to register the Shares
                  in the Trustee's name

              


      

      
        	
                (3)

              	
                the
                  Trustees agreed to be appointed director and also to
                  hold the Shares

              


      

      
        	
                (4)

              	
                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.

              


      

      


      NOW
        THIS AGREEMENT WITNESSETH as follows:

      


      
        	
                 

              	
                (l)

              	
                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.

              


      

      


      
        	
                 

              	
                (2)

              	
                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.

              


      

      


      
        	
                 

              	
                (3)

              	
                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.

              


      

      



      
        
           

        

        
          1

          
            

          

        

        
           

        

      


      
        	
                (4)

              	
                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.

              


      

      


      
        	
                (5)

              	
                This
                  Agreement shall be governed by the laws of The People’s Republic of
                  China.

              


      

      


      
        	
                (6)

              	
                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.

              


      

      


      
        	
                (7)

              	
                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.

              


      

      


      
        	
                (8)

              	
                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.

              


      

      


      
        	
                (9)

              	
                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.

              


      

      


      
        	
                (10)

              	
                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.

              


      

      


      
        	
                (11)

              	
                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.

              


      

      


      
        	
                (12)

              	
                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.

              


      

      


      


      


      


      


      



      
        
           

        

        
          2

          
            

          

        

        
           

        

      


      If
        to Jin
        Yanfang, to:

      Room
        102,
        Unit 13, Building 24, Shuanghui Area,

      Chaoyang
        District, Beijing 100024, P.R.China

      


      If
        to
        Wang Yanxia, to:

      Room
        102,
        Unit 13, Building 24, Shuanghui Area,

      Chaoyang
        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.

      


      


      
        	
                /s/
                  Jin Yanfang

              	
                /s/
                  Wang Yanxia

              
	
                JIN
                  Yanfang

              	
                WANG
                  Yanxia

              


      

      


      


      Smooth
        Global (Beijing) Telecom Science Limited

      


      


      By:
        /s/ Zhang Yanyan

      Print:
        ZHANG Yanyan

      


      


      


      Witness
        to the signature(s) of the Beneficiary:

      


      Witness's name:

      


      


      /s/
        Wang Ze

      Print:
        WANG Ze

      Attorney
        at Law

      Certificate
        No: W0119941100770

      


      Address:

      6F
        International Harbor Building,

      Dongsanhuan
        North Road,

      Chaoyang
        District,

      Beijing 100027,
        P.R.China

      



      
        
           

        

        
          3

          
            

          

        

        
           

        

      


      DECLARATION
        OF TRUST

      


      


      We:

      JIN
        Yanfang (PRC ID: 230102410820072)

      and

      WANG
        Yanxia (PRC ID: 110105196503081122)

      


      Address:Room
        102, Unit 13,
        Building 24, Shuanghui Area,

      Chaoyang
        District, Beijing 100024, P.R.China

      


      Hereby solemnly and
        sincerely declare follows:

      


      
        	
                1.

              	
                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

              


      

      


      
        	
                2.

              	
                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.

              


      

      


      
        	
                3.

              	
                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

              


      

      


      
        	
                4.

              	
                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.

              


      

      


      IN
        WITNESS WHEREOF the parties hereto have now set their seals on the day
        and

      in
        the
        year before mentioned.

      


      


      
        	
                /s/
                  Jin Yanfang

              	
                /s/
                  Wang Yanxia

              
	
                JIN
                  Yanfang

              	
                WANG
                  Yanxia

              


      

      



      
        
           

        

        
          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:

      6F
        International Harbor Building,

      Dongsanhuan
        North Road,

      Chaoyang
        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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