China SHESAYS Medical Cosmetology Inc.: Exhibit 10.9 - Filed by newsfilecorp.com






Exhibit 10.9

Entrustment Agreement


THIS ENTRUSTMENT AGREEMENT (this "Agreement") is made on
April 27th, 2010 by and among , Kwai Man Yip,a Hong Kong citizen (the
"Party A"), who is the sole shareholder of Bondy Nominees Limited, a Hong
Kong corporation (the “Bondy”), which Bondy is the sole member of Techno
Meg Limited, a British Virgin Islands company (the “Company”), which the
Company is the principal shareholder of Perfect Support Limited, a British
Virgin Islands company (the “Perfect Support”) and individuals listed in
Schedule A, PRC citizens (the “Party B”). 

RECITALS


Whereas, the Party A currently owns
100% issued and outstanding shares of the Company through Bondy; 

Whereas, the Party B has the expertise
in operating and managing enterprise, and Party A is to entrust Party B to
exercise the shareholder’s rights of the Company on behalf of Party A. 

NOW, THEREFORE, in consideration of the
foregoing recitals, the mutual promises hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows: 

1. The Party A hereby authorizes Party
B to act as his exclusive agent and attorney for the maximum period of time
permitted by law and the Company’s Memorandum and Articles of Association, with
respect to all of his shareholder’s rights and shareholder’s voting rights of
the Company. Party B shall exercise such rights in accordance with and within
the parameters of the laws of the British Virgin Islands and the Memorandum and
Articles of Association of the Company. 

2. Party B may establish and amend
rules to govern how Party B shall exercise the powers entrusted by the Party A
herein, including, but not limited to, the number or percentage of directors of
the Company which shall be required to authorize the exercise of the voting
rights granted by the Party A, and Party A shall only proceed in accordance with
such rules. 

3. Party A hereby granted Party B
irrevocable authorization to operate and manage the Company during the term of
this Agreement. For the above purpose: 

3.1 Party B shall designate and
appoint on behalf of Party A the Company’s directors, legal representative,
General Manager, Chief Financial Officer, and other senior officers. If any
member of such senior management leaves or is dismissed by Party B on behalf of
Party A, he or she will lose the qualification to take any position with the
Company, and Party B shall appoint another member to take such position on
behalf of Party A. The person designated and appointed by Party B in accordance
with this section shall have the qualifications as a Director, General Manager, Chief Financial Officer, and/or
other relevant senior officers pursuant to applicable laws. 

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3.2 Party A hereby agrees to accept
the corporate policies provided by Party B in connection with the Company’s
daily operations, financial management and the employment and dismissal of the
Company’s employees. 

3.3 Without the prior written consent
of Party B, the Company shall not conduct any transactions which may materially
affect the assets, obligations, rights or the operations of the Company. 

4.Party A agrees and shall procure the
Company to exercise Party B’s decisions, subject to Memorandum and Articles of
Association of the Company, regarding: (i) issue or create any new shares,
equity, registered capital, ownership interest, or equity-linked securities, or
any options or warrants that are directly convertible into, or exercisable or
exchangeable for, shares, equity, registered capital, ownership interest, or
equity-linked securities of the Company, or other similar equivalent
arrangements; (ii) alter the shareholding structure of the Company; (iii) cancel
or otherwise alter the shares of the Company Party A holds; (iv) amend the
register of members or the memorandum and articles of association of the
Company; (v) liquidate or wind up the Company, or; (vi) act or omit to act in
such a way that would effect the interest of shares of the Company Party A
holds. 

5. During the term of this Agreement,
Party A hereby waives all the rights associated with his Shareholding, which
have been granted to Party B under this Agreement, and shall not exercise such
rights by Party A himself. 

6. This ENTRUSTMENT AGREEMENT shall
take effect on the date of execution by Parties and shall remain in full force
and effect until and unless terminated when Party A no longer holds any share of
the Company. 

[SIGNATURE PAGE FOLLOWS]

 


 

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IN WITNESS WHEREOF this Agreement is duly executed by each Party and witnessed by Leung Yim Ting. 




Party A  


Signature:  __________________________

                                     
Kwai Man Yip






Bondy Nominees Limited




Signature:  __________________________



Name:        __________________________



Title: 






Leading Pioneer Limited




Signature:  __________________________



Name:        __________________________



Title: 






Perfect Support Limited




Signature:  __________________________



Name:        __________________________



Title: 






Party B  

Signature: __________________________

                                     
Yixiang Zhang




3











__________________________

Ning Liu 

 



__________________________

Xingwang Pu





__________________________

Wenhui Shao 





__________________________

Bing Fang 








Witness: 

Signature: __________________________

                                
Leung Yim Ting


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Exhibit A 

PARTY B 


	
    

    Name 	

    ID Card/Passport Number 

 
	  	  
	
    Yixiang Zhang 
	 
    
	
    
Ning Liu 
	 
    
	
    
Xingwang Pu

	 
    
	
    
Wenhui Shao

	 
    
	
    
Bing Fang