ex10_7.htm


     Exhibit 10.7 

     

     DECLARATION
OF TRUST 

    


     THIS DECLARATION OF TRUST is made
and entered into this 30th day of January, 2008. 

    


     WHEREAS
SinoHub Electronics Shenzhen, Ltd., a wholly foreign-owned company established
under the laws of P.R.C., and registered at Administration of Industry and
Commerce Bureau of Shenzhen, with the legally valid business license number:
440301503284829 (hereinafter referred to as “Beneficial Owner”), is the owner of
the rights and interest hereinafter specified (which expression shall include
the owner of such rights and interest, the persons to whom the Beneficial Owner
transfers its rights and interest and the Beneficial Owner’s successor in title
under the law) has instructed the undersigned trustee, Hantao Cui (hereinafter
referred to as the “Trustee”), to hold on behalf of the Beneficial Owner the
100% shareholding (hereinafter referred to as the Shareholding) of SinoHub SCM
Shenzhen, Ltd., a sole proprietorship enterprise established in accordance with
the laws of P.R.C., and registered at Administration of Industry and Commerce
Bureau of Shenzhen (hereinafter referred to as the “Corporation”). It legally
exists to date, with the legally valid business license No.
440301102945896. 

    


     NOW THE UNDERSIGNED TRUSTEES
hereby declare as follows: 

    


    
       1)   
Shareholding.  Although
the Shareholding will be registered under the name of the Trustee and be held by
the Trustee accordingly, the actual ownership of the Shareholding belongs to the
Beneficial Owner instead of the Trustee; the Trustee shall hold the above
mentioned Shareholding in trust for the benefit of the Beneficial
Owner. 

    

    
       2)   
Terms and
Conditions.  The terms and conditions of the trust under the
names of the Trustee will be holding the Shareholding for and on behalf of the
Beneficial Owner will include, but shall not be limited to, the following terms
and at the same time will include all of the usual obligations on the part of
the Trustee as shall be owing by the Trustee to the Beneficial Owner under the
law: 

    

    
       a)   
Upon the
instruction from the Beneficial Owner to the Trustee, the Trustee shall make
appropriate arrangement to deal with the Shareholding and to deal with all
derivative and  ancillary rights and interest arising from the Shareholding
(including dividends) according to the instruction of the Beneficial
Owner; 

    

    
       b)    The
Trustee shall sign all papers according to the instruction of the Beneficial
Owner in order to enable the Beneficial Owner or its representative to attend
meetings of shareholders of the Company in the capacity of proxy for the Trustee
in respect to the Shareholding and to enable Beneficial Owner to exercise in
such meeting the voting right of the Shareholding according to the wish of the
Beneficial Owner in the capacity of proxy; 

    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

       c)   
 In the
event of the Trustee being unable to obtain clear and specific instructions from
the Beneficial Owner in respect to the exercise of its voting rights, the
Trustee will act according to the best interest of the Beneficial Owner and
exercise their voting rights accordingly. However, if the Beneficial Owner has
given specific instructions to the Trustee as to the exercise of such voting
rights, then the Trustee must act according to such instructions and exercise
their voting rights accordingly; and 

    

    
       d)   
Upon
receiving the relevant instructions from the Beneficial Owner the Trustee shall
transfer the Shareholding according to such instructions and subject to the
terms and conditions instructed to any third party nominated by the Beneficial
Owner or back to the Beneficial Owner or to otherwise dispose of or deal with
such Shareholding in whatever manner as instructed by the Beneficial
Owner. 

    

    
       3)  
 Transfer
of Consideration. In the event of the Trustee having received any
dividend, share option, bonus issue of shares or any other form of interest in
relation to the Shareholding during the period in which they hold such
Shareholding, all such entitlement and interest shall belong to the Beneficial
Owner and the Trustee must account for such entitlement and interest and return
the same to the Beneficial Owner. 

    

    
       4)   
Change of
Trustee. The Beneficial Owner is entitled from time to time and at any
time to appoint a new trustee or trustees to replace the above mentioned Trustee
or to appoint another trustee or trustees to hold the Shareholding as trustee
together with the Trustee. 

    

    
       5)  
 Governing
Law. This Declaration of Trust and all matters contemplated herein shall
be governed by, construed and enforced in accordance with the laws of the
People’s Republic of China. 

    

    


     The
particulars of the above mentioned Beneficial Owner, Trustee, Corporation and
Shareholding are as follows: 

    


     Beneficial
Owner: 

     SinoHub
Electronics Shenzhen, Ltd. - Registered Address: West, Story 3, Building 208,
Honghua Road, Futian Tariff-free Zone, Shenzhen, PRC 

     PRC
Business License Number: 440301503284829 

    


     Trustee: 

     Hantao
Cui, an individual residing at Apt. 9D, Building 1, Phase 2, Donghai Garden,
Agriculture Center, Shenzhen, PRC,  Chinese ID Number:
310104680211042 

    


    


    


     Corporation: 

     SinoHub
SCM Shenzhen, Ltd. - Registered Address: Room B, 2nd Floor, Building 10 Maquelin
Industry Zone, Shenzhen High-Tech Park, Shenzhen, PRC 518057 

     PRC
Business License Number 440301102945896 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

     Shareholding: 

     Hantao
Cui owns 100% of the equity of the Corporation 

    


     IN
WITNESS WHEREOF, the parties hereto have executed this Declaration of Trust as
of the day and year first above written. 

    


     Beneficial Owner: SinoHub
Electronics Shenzhen, Ltd. 

     

    
      
        	
                 Authorized
      Representative: 

              	 /s/ Henry
      T. Cochran, CEO 	   
	   	 Henry
      T. Cochran, CEO 	   


      

    

     

     

    
      	   	   	   
	 Trustee: 	 /s/ Hantao
      Cui 	   
	   	 Hantao
      Cui