Name ID Card Number Share Percentage
Exhibit
10.3
SHAREHOLDERS'
VOTING PROXY AGREEMENT
BETWEEN
XX
XXX AND OTHER INDIVIDUALS
XI’AN
TECHTEAM INVESTMENT HOLDING GROUP
COMPANY
SHENZHEN
CAPITAL GROUP CO., LTD
XI’AN
HONGTU CAPITAL CO., LTD
SHAANXI
YUANXING SECIENCE AND TECHNOLOGY CO.,
LTD
AND
XI’AN
SOFTECH CO., LTD
December
15, 2009
This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into
as of December 15, 2009 among the following parties in Xi’an:
Party A: Xi’an Softech Co.,
Ltd
Registered
Address: 3/F of District A, the Industry Office Building, No.181 of Tai Bai
Southern Road, Xi’an City, China
Legal
Representative: Wang Wan Jiao
and
Party B: Xx Xxx and other
seventeen individuals (collectively, the “Individual Shareholders”), the
specific list of the Individual Shareholders is referred herero as Exhibit
A
Party C:Xi’an TechTeam
Investment Holding Group Company
Registered
Address: 3/F of District A, the Industry Office Building, No.181 of Tai Bai
Southern Road, Xi’an City, China
Legal
Representative: Xx Xxx
Party D: Shenzhen Capital
Group Co., Ltd
Registered
Address: Xxxxxxxx X, 00/X XX Xxxxxxxxxx Xxxx, Xx.0000, Xxxxxxx Avenue, Futian
District, Shenzhen City
Legal
Representative: Jin Hai Tao
Party E: Xi’an Hongtu Capital
Co., Ltd
Registered
Address: 7/F of Xi’an Xxxxxxx Xxxx, Xx.00, Xxxxx two links, Beilin District,
Xi’an City
Legal
Representative: Xia Fu Xi
Party F: Shaanxi Yuanxing
Science and Technology Co., Ltd
Registered
Address: 18/F of Xin Ji Yuan Square, Gaoxin Road, Xi’an City
Legal
Representative: Xxxx Xx Ke
In this
Agreement, Party A, Party B, Party C, Party D, Party E and Party F are called
collectively as the “Parties”, and each of them is
called as the “Party”.
Party B, Party C, Party D, Party E and Party F are collectively called the “Grantors” and respectively
called “Each of the
Grantors”.
WHEREAS,
1. Party
A is a wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China;
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2. As of the date of this Agreement, the
Grantors are shareholders of Kingtone Information Technology Co., Ltd
(hereinafter referred to as “Kingtone
Information”) and
collectively legally hold all of the equity interest of Kingtone Information, of
which Party B holds 61.6%,
Party C holds 25% Party D holds 7.42%, Party E holds 3.30%, Party F holds
2.68%.
3. Each
of the Grantors desires to appoint the persons designated by Party A to exercise
its shareholder’s voting rights at the shareholders’ meeting of Kingtone Information (“Voting Rights”) and Party A
is willing to designate such persons.
Therefore,
the Parties hereby have reached the following agreement upon friendly
consultations:
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Article
1
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Each of
the Grantors hereby agrees to irrevocably appoint the persons designated by
Party A with the exclusive right to exercise, on his behalf, all of his Voting
Rights in accordance with the laws and Kingtone Information’s Articles of
Association, including but not limited to the rights to sell or transfer all or
any of his equity interests of Kingtone Information, and to appoint and elect
the directors and Chairman as the authorized legal representative of Kingtone
Information.
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Article
2
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The
persons designated by Party B shall be the full board of Party B (the “Proxy
Holders”).
Party B
agrees that it shall maintain a board of directors, and members of which shall
be the member of the board of directors of the overseas parent company of Party
B; the members of the board of directors of the overseas parent company of Party
B，who are
employed only for purpose to satisfy future listing or financing requirement,
need not be necessary to be members of the board of directors of Party
B.
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Article
3
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Party A
agrees to designate such Proxy Holders pursuant to Section 1 of this Agreement,
who shall represent each of the Grantors to exercise his Voting Rights pursuant
to this Agreement.
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Article
4
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All
Parties to this Agreement hereby acknowledge that, regardless of any change in
the equity interests of Kingtone Information, each of the Grantors shall appoint
the person designated by Party A with all Voting Rights. All Parties to this
Agreement agree, Party A, can not transfer his equity interests (the “Transferor”) of Kingtone
Information to any individual or company (other than Party A or the individuals
or entities designated by Party A).
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Article
5
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Each of
the Grantors hereby acknowledges that he/she will withdraw the appointment of
the persons designated by Party A if Party A change such designated person and
reappoint the substituted persons designated by Party A as the new Proxy Holders
to exercise his/her Voting Rights at the shareholder’s meeting of Kingtone
Information.
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Article
6
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All
authorizations made under this Agreement shall be conclusive and binding upon
the Grantors and each and every act and thing effected by the Proxy Holders
pursuant hereto shall be as good, valid and effectual as if the same had been
done by the Grantors. The Grantors hereby irrevocably and unconditionally
undertake at all times hereafter to ratify and confirm whatsoever the Proxy
Holders shall lawfully do or cause to be done by virtue of all such
authorizations conferred by this Agreement.
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Article
7
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The
Grantors hereby irrevocably and unconditionally undertake at all times to
indemnify and keep indemnified each of the Proxy Holders against any and all
actions, proceedings, claims, costs, expenses and liabilities whatsoever arising
from the exercise or purported exercise of any of the powers conferred or
purported to be conferred by this Agreement.
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Article
8
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This
Agreement has been duly executed by the parties’ authorized representatives as
of the date first set forth above and shall become effective upon
execution.
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Article
9
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This
Agreement shall not be terminated prior to the completion of acquisition of all
of the equity interests in, or all assets or business of, Kingtone Information
by Party A;
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Article
10
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Any
amendment and termination of this Agreement shall be in written and agreed upon
by the Parties.
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Article
11
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The
conclusion, validity, interpretation, and performance of this Agreement and the
settlement of any disputes arising out of this Agreement shall be governed by
the laws and regulations of the People’s Republic of China.
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Article
12
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This
Agreement is executed in both Chinese and English in twenty-three copies; each
Party holds one and each original copy which has the same legal effect. Both the
English version and Chinese version shall have the same effect.
(This
space intentionally left blank)
IN
WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by
their duly authorized representatives as of the date first written
above.
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PARTY
A: Xi’an Softech Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Wang Wan Jiao |
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PARTY
B:
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Xx
Xxx
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(Signature):
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/s/ Xx Xxx |
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Xxxx
Xxx Tao
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(Signature):
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/s/ Xxxx Xxx Tao |
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Wang
Wan Jiao
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(Signature):
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/s/ Wang Wan Xxxx |
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Xx
Li
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(Signature):
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/s/ Wu Li |
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Pu
Wei
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(Signature):
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/s/ Pu Xxx |
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Xxxxx
Xx Xxx
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(Signature):
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/s/ Xxxxx Xx Fan |
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Xxx
Xxxx
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(Signature):
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/s/ Xxx Xxxx |
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Xxxxx
Xxx
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(Signature):
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/s/ Xxxxx Xxx |
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Xx
Xxxx Ping
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(Signature):
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/s/ Xx Xxxx Ping |
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Qin
Xxx Xxxx
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(Signature):
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/s/ Qin Xxx Xxxx |
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Xx
Xxxx
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(Signature):
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/s/ Xx Xxxx |
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Xxxxx
Xxxx Ming
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(Signature):
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/s/ Xxxxx Xxxx Ming |
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Xxxxx
Xxxx Bin
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(Signature):
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/s/ Xxxxx Xxxx Xxx |
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Xxxx
Wei
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(Signature):
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/s/ Xxxx Xxx |
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Xxxxx
Xxxx
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(Signature):
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/s/ Xxxxx Xxxx |
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Xi
Xxxx Xxx
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(Signature):
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/s/ Xi Peng Xxx |
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Xxxx
Xian Ying
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(Signature):
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/s/ Xxxx Xxxx Xxxx |
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Xx
Xxx
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(Signature):
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/s/ Xx Xxx |
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PARTY
C: Xi’an TechTeam Investment Holding Group Company
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Xx Xxx |
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PARTY
D: Shenzhen Capital Group Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Jin Hai Tao |
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PARTY
E: Xi’an Hongtu Capital Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Xia Fu Xi |
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PARTY F: Shaanxi Yuanxing Science and
Technology Co., Ltd
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(Seal)
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Legal
Representative/Authorized Representative
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(Signature):
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/s/ Li Xx Xxxx |
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Exhibit
A
List
of Individual Shareholders
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Name
|
ID
Card Number
|
Share
Percentage
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||||||
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Xx
Xxx
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610103196511281613
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36.61 | % | |||||
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Xxxx
Xxx Tao
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61010319710930165X
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8.93 | % | |||||
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Wang
Wan Jiao
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610104198109266162
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5.35 | % | |||||
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Wu
Li
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610111620918202
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1.09 | % | |||||
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Pu
Wei
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610104196910302123
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1.04 | % | |||||
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Xxxxx
Xx Fan
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610103196508063244
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0.89 | % | |||||
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Xxx
Xxxx
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610113195801080017
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0.89 | % | |||||
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Xxxxx
Xxx
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610103197802122043
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0.89 | % | |||||
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Xx
Xxxx Pin
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000000000000000
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0.89 | % | |||||
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Qin
Xxx Xxxx
|
000000000000000000
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0.89 | % | |||||
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Xx
Xxxx
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420500197212035246
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0.89 | % | |||||
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Xxxxx
Xxxx Ming
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610113195303102930
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0.89 | % | |||||
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Xxxxx
Xxxx Bin
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612325197911180016
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0.53 | % | |||||
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Xxxx
Xxx
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610627198201080055
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0.38 | % | |||||
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Xxxxx
Xxxx
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622101196712220017
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0.36 | % | |||||
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Xi
Xxxx Xxx
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610431197601031334
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0.36 | % | |||||
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Xxxx
Xxxx Ying
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610112750201523
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0.36 | % | |||||
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Xx
Xxx
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612728196803210253
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0.36 | % | |||||
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