VOTING TRUST AGREEMENT
Exhibit
9.1(d)
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 Xu Xxx Xxxx
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:
1. Voting Trust.
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 2,130,855 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.
2. Voting Trust
Certificates.
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.
3. Dividends and Distributions;
Subscriptions.
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.
4. Matters Relating to Administration
of Voting Trust; Voting.
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.
5. Holder of Voting Trust Certificates
Bound.
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.
6. Dissolution of the BVI Company and
(or) the Shell Company.
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.
7. Reorganization of the BVI Company
and (or) the Shell Company.
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.
2
8. Termination; Release of Shares and
Amendments.
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.
9. Miscellaneous.
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: Xx
Xxx Xxxx
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Xxxxxx:
Xu Hong Bing
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3
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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2,130,855
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 Xu Xxx
Xxxx (“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.
A-1
The
undersigned Voting Trustee has caused this certificate to be signed this
September 30, 2009
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Xu
Xxx Xxxx
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A-2
