VOTING TRUST AGREEMENT
THIS
VOTING TRUST AGREEMENT (the “Agreement”) is made and
entered into by and between Xu Hong Bing with the passport number ___________
(“Holder”), shareholder
of GOLDEN WIND HOLDINGS LIMITED (the “BVI Company”), and _________
with the ID number _______________ (“Voting Trustee”) as of
September 30, 2009.
RECITALS:
WHEREAS, Nordic Turbines, Inc,
a United States-domiciled public reporting shell company (the “Shell Company”), the original
shareholder(s) of the Shell Company，and GOLDEN WIND
HOLDINGS LIMITED incorporated in the British Virgin Islands (the “BVI Company”) have entered
into Share Exchange Agreement (the “Exchange
Agreement”) as of September 30, 2009. Pursuant to the Exchange
Agreement, the Shell Company is expected to acquire 100% of the issued and
outstanding capital stock of the LUCKCHARM HOLDINGS LIMITED (the “HK Company”) which is the
wholly-owned subsidiary of the BVI Company;
WHEREAS, Holder owns 100%
shares of the BVI Company and indirectly hold 32,383,808 shares of the Shell
Company pursuant to the Exchange Agreement (altogether the “Shares”); and
WHEREAS, Holder and Voting
Trustee have entered into an Call Option Agreement dated as of September 30,
2009 (the “Call Option
Agreement”), pursuant to which the Voting Trustee has the right to
acquire corresponding portion or all of Holder’s Shares when some or all the of
conditions set forth thereof are met respectively;
NOW,
THEREFORE, in consideration of the foregoing and the mutual promises and
obligations set forth herein, the parties agree as follows:
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1.
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Voting
Trust.
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1.1. Creation of Voting Trust. The
Voting Trustee, is hereby appointed voting trustee under the voting trust
created by this Agreement. During the term of this Agreement the Voting Trustee
shall act as voting trustee in respect to the __________ shares of the Shell
Company (“Trust
Shares”),, with all the powers, rights and privileges and subject to all
the conditions and covenants hereinafter set forth.
1.2. Delivery of Voting Trust
Certificates. Upon receipt by the Collateral Agent (as defined in the
Call Option Agreement) of the certificates for the Shares, the Trust Shares
shall be held in trust by the Voting Trustee, through the Collateral Agent,
subject to the terms and conditions of this Agreement and shall deliver or cause
to be delivered to Holder one or more voting trust certificates (“Voting Trust Certificates” or
“Certificates”), in the
form provided for in Section 2.1, representing in the number of Trust Shares
deposited by Holder.
1.3. Acceptance of Trust. The
Voting Trustee accepts the trust created hereby in accordance with all of the
terms and conditions contained in this Agreement. The Trust Shares shall be held
by the Voting Trustee for the purposes of and in accordance with this Agreement,
and none of the Trust Shares, or any interest therein, shall be sold or
otherwise disposed of, pledged or encumbered by the Voting Trustee, except as
provided in this Agreement and in the Call Option Agreement.
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2.
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Voting Trust
Certificates.
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2.1. Form. The Voting Trust
Certificates to be issued and delivered by the Voting Trustee under this
Agreement in respect of the Shares shall be substantially in the same form as
attached Exhibit A, with such changes therein consistent with the provisions of
this Agreement as the Voting Trustee and the Holder may from time to time
approve.
2.2. Restrictions on Certificate
Transfers. Holder shall not dispose of all or any part of his interest in
a Voting Trust Certificate issued hereunder except under the conditions set
forth in this Agreement. Any transfer of a Voting Trust Certificate shall result
in its immediate cancellation.
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3.
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Dividends and Distributions;
Subscriptions.
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3.1. Dividends or Distributions Payable
in Cash or Other Property. The Voting Trustee shall, from time to time,
pay or cause to be paid to Holder, his pro rata share of any dividends or
distributions payable in cash or property, other than voting stock of the BVI
Company and(or) the Shell Company, collected by the Voting Trustee upon the
Trust Shares. For the purpose of making any such payment, or for any other
purpose, the Voting Trustee may, in his discretion, fix such date as they may
reasonably determine as a record date for the determination of persons entitled
to any payments or other benefits hereunder, or order their transfer books
closed for such period or periods of time as they shall deem
proper.
3.2. Share Dividends or
Distributions. The Voting Trustee shall receive and hold, subject to the
terms of this Agreement, any voting stock of the BVI Company and(or) the Shell
Company issued in respect of the Trust Shares by reason of any recapitalization,
share dividend, split, combination or the like and shall issue and deliver
Voting Trust Certificates therefrom to the Holder.
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4.
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Matters Relating to
Administration of Voting Trust;
Voting.
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Action by Voting Trustee. The
Voting Trustee shall possess and be entitled, subject to the provisions hereof,
in his discretion, to exercise all the rights and powers of absolute owners of
Trust Shares, including, but without limitation, the right to receive dividends
on Trust Shares, and the right to vote, consent in writing or otherwise act with
respect to any corporate or shareholders' actions. Such corporate or
shareholders' actions include but are not limited to any increase or reduction
in the stated capital of the Shell Company, the BVI Company and the HK Company,
any classification or reclassification of any of the shares as now or hereafter
authorized into preferred or common stock or other classes of shares with or
without par value, any amendment to the Articles of Incorporation or Bylaws, any
merger or consolidation of the BVI Company, the Shell Company and(or) the HK
Company with other corporations, any sale of all or any part of its assets, and
the creation of any mortgage or security interest in or lien on any property of
the BVI Company, the Shell Company and(or) the HK Company. It is expressly
stipulated that no voting right shall pass to others by or under the Voting
Trust Certificates, or by or under this Agreement, or by or under any other
express or implied agreement.
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5.
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Holder of Voting Trust
Certificates Bound.
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All
Voting Trust Certificates issued under this Agreement shall be issued, received,
and held subject to all of the terms of this Agreement. The successor of the
Holder of a Voting Trust Certificate shall be bound by this Agreement with the
same force and effect as if such successor had been originally a party to this
Agreement.
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6.
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Dissolution of the BVI Company
and (or) the Shell Company.
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In the
event of the dissolution or total or partial liquidation of the BVI Company and (or) the Shell Company,
whether voluntary or involuntary, the Voting Trustee shall receive the moneys,
securities, rights or property to which the Holder of Trust Shares are entitled,
and shall distribute the same to the Holder.
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7.
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Reorganization of the BVI
Company and (or) the Shell
Company.
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In case
the BVI Company and(or) the Shell Company is merged into or consolidated with
another corporation, or all or substantially all of the assets of the BVI
Company and the Shell Company are transferred to another corporation
including but not limited to the Reorganization and Share Exchange between the
Shell Company, the original shareholder(s) of the Shell Company and the BVI
Company, then in connection with such transfers the term “the BVI Company
and(or) the Shell Company” for all purposes of this Agreement shall be taken to
include such successor corporation, and the Voting Trustee shall receive and
hold under this Agreement any voting stock of such successor corporation
received on account of the ownership, as Voting Trustee hereunder, of Shares
held hereunder prior to such merger, consolidation or transfer. Voting Trust
Certificates issued and outstanding under this Agreement at the time of such
merger, consolidation or transfer may remain outstanding, or the Voting Trustee
may, in their discretion, substitute for such Voting Trust Certificates new
voting trust certificates in appropriate form, and the term “Shares” as used
herein shall be taken to include any shares which may be received by the Voting
Trustee in lieu of all or any part of the shares of the BVI Company and (or) the
Shell Company.
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8.
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Termination; Release of Shares and
Amendments.
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8.1 This
Agreement shall have the same term as the Call Option Agreement and shall
terminate only upon the termination of the Call Option Agreement.
8.2 This
Agreement may be amended or terminated at any time by an instrument in writing
duly executed and acknowledged by the Holder and the Voting
Trustee.
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9.
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Miscellaneous.
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9.1. Benefits of this Agreement;
Survival. The terms of this Agreement shall be binding upon and inure to
the benefit of and shall be enforceable by the Holder, the Voting Trustee, and
their respective successors and assigns.
9.2. Severability. In case any
provision of this Agreement shall be held to be invalid or unenforceable in
whole or in part, neither the validity nor the enforceability of the remainder
of this Agreement shall be in any way affected.
9.3. Descriptive Headings; Gender.
The headings in this Agreement are for the convenience of reference only and
shall not limit or otherwise affect the provisions hereof. The use of the
masculine gender shall be deemed to include the feminine and neuter
gender.
9.4. Counterparts of this
Agreement. This Agreement may be executed in any number of counterparts,
each of which shall be deemed to be an original and all of which taken together
shall constitute but one and the same instrument.
9.5. Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be governed by and
interpreted in accordance with the laws of the British Virgin
Islands.
The
respective parties have caused this Agreement to be executed as of the date
first above written.
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Voting
Trustee: ___________
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________________________________
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Holder:
Xu Hong Bing
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________________________________
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Exhibit
A VOTING TRUST CERTIFICATE
THIS
CERTIFICATE AND THE SECURITIES REPRESENTED BY IT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. THIS CERTIFICATE AND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, SOLD,
OFFERED FOR SALE OR OTHERWISE DISPOSED OF UNLESS THERE IS AN EFFECTIVE
REGISTRATION STATEMENT OR OTHER QUALIFICATION RELATING TO THE CERTIFICATE AND
SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES LAWS OR UNLESS THE BVI COMPANY AND (OR) THE SHELL COMPANY AND VOTING
TRUSTEES RECEIVE AN OPINION OF COUNSEL SATISFACTORY TO THE BVI COMPANY AND (OR)
THE SHELL COMPANY AND VOTING TRUSTEES THAT SUCH REGISTRATION OR OTHER
QUALIFICATION UNDER THE SECURITIES ACT OF 1933 AND ANY APPLICABLE STATE
SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH TRANSFER, SALE, OFFER OR
DISPOSITION.
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No.
_________________________
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_________________________Shares
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VOTING
TRUST CERTIFICATE FOR COMMON
STOCK OF
THE SHELL COMPANY
THIS IS
TO CERTIFY THAT:
1. This
voting trust certificate is issued pursuant to, and the rights of the holder
hereof are subject to the terms and conditions of, a Voting Trust Agreement (the
“Voting Trust
Agreement”) dated September 30, 2009 among Xu Hong Bing (“Holder”) as shareholder of
GOLDEN WIND HOLDINGS LIMITED (the “BVI Company”), and _______
(“Voting Trustee”).
Copies of the Voting Trust Agreement are kept on file by the Voting Trustee in
its registered office, and are open to inspection in accordance with the
requirement of law.
2. By
acceptance of this certificate, the Holder thereof, and every transferee, agrees
to be bound by the terms of this certificate and of the Voting Trust
Agreement.
3. Upon
the termination of the Voting Trust Agreement, the Holder shall be entitled to
receive a certificate or certificates for shares upon the release of such shares
pursuant to Section 8.2 of the Voting Trust Agreement. Until such receipt of
release of such shares, the Holder shall from time to time be entitled to
receive from the Voting Trustee dividends and distributions payable in cash and
property other than voting stock of the BVI Company and(or) the Shell Company,
if any, received by or for the account of the Voting Trustee upon such shares.
If the Voting Trustee shall receive any additional shares issued by way of
dividend upon, or in exchange for the certificates for shares represented by
this certificate, or upon the exercise of any right of subscription pursuant to
Section 3.3 of the Voting Trust Agreement, the Voting Trustee shall hold such
shares in accordance with the terms of the Voting Trust Agreement and shall
issue Voting Trust Certificates in respect thereof.
4. Until
the re-transfer to the Holder hereof of certificates for the shares represented
by this certificate, the Voting Trustee shall possess and be entitled to
exercise all rights and powers to vote the shares as provided in the Voting
Trust Agreement, and no Holder of this certificate shall in such capacity have
any rights or powers to vote such shares.
5. This
certificate is transferable only on the books of the Voting Trustee to be kept
by them, or their agents, upon surrender hereof (duly endorsed in blank or
accompanied by a proper instrument or assignment duly executed in blank,
together with all requisite transfer tax stamps attached thereto and an amount
sufficient to pay all Federal, state and local taxes or other governmental
charges, if any, then payable in respect of such transfer) by the registered
Holder in person or by such Holder's duly authorized attorney. Until this
certificate is so transferred, the Voting Trustee may treat the registered
Holder hereof as the absolute owner hereof for all purposes whatsoever. The
rights and powers to transfer this certificate are expressly limited by and
subject to the transfer restrictions contained in the Voting Trust
Agreement.
6. This
certificate is not valid unless signed by the Voting Trustee.
The
undersigned Voting Trustee has caused this certificate to be signed this
September 30, 2009
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