Voting Rights Proxy Agreement
This
voting rights proxy agreement (hereinafter “the Agreement”) is entered into as
of December 27, 2007 among the following parties in Beijing
Party
A:
Xxxx Xx, Xx Xxx
Party
B:
Century City Infrastructure Co., Ltd. a solely foreign-invested company
incorporated and continued under the laws of China, the registered address
is
Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun
Hi-tech Development Zone.
Party
C:
Shanghai New Century City Infrastructure Construction Co., Ltd. (hereinafter
referred to as “New Century”), an effectively existing company limited
established according to Chinese law, the registered address is Room 2023
Building 7, No.515 Kesheng Road, Nanxiang Town, Jiading District, Shanghai
City.
Whereas:
| 1. |
Party
A is the legitimate shareholder of Party C by holding 100% equity interest
of Party C
|
| 2. |
Party
C and Party C have signed a series of agreements, <<such as Business
Cooperation and Consulting Service Agreement>> With a view to
ensuring the implementation of the above-mentioned agreements, Party
A
hereby agrees to grant Party B a proxy to vote all of Party A’s shares in
the shareholders’ meetings of Party C, provided that it is permitted by
the laws of China
|
Now
therefore, the parties agree as follows:
| 1. |
Party
A hereby agrees to irrevocably entrust Party B with all of Party
A’s
voting rights and other rights (including, but not limited to,
participating in the shareholders’ meetings of Party C and signing
resolutions in the shareholders’ meetings of Party C on behalf of Party A;
selling, transferring, pledging or disposing of all or part of Party
A’s
shares of Party C; appointing or electing Party C’s legal representative,
chairman of the Board of Directors, directors, supervisors, general
manager and other top management personnel, etc) that are granted
to Party
A pursuant to the laws of China and Articles of Association in the
shareholders’ meetings of Party C
|
| 2. |
Party
B hereby agrees to appoint one or a few persons to accept the
authorization to exercise shareholder’s rights on behalf of Party A in
accordance with Article 1 of this
Agreement.
|
| 3. |
Party
A and Party B hereby agrees that if Party B cancels the appointment
of
persons concerned, Party A would also cancel the authorization of persons
concerned and authorize other person(s) to exercise voting rights of
Party
C and other rights in the shareholders’ meetings on behalf of Party
A.
|
| 4. |
This
Agreement shall be in effect as of the date when it is signed by
authorized representatives of the two
parties.
|
| 5. |
The
valid period of this Agreement is 10 years. After this agreement expires,
the parties could extend the valid period of this Agreement in
writing.
|
| 6. |
Any
revision or rescission shall be agreed with unanimous consent by the
two
parties in writing.
|
Party
A:
Yu Mao Xxxx
Xx
Date:
Party
B:
Yu Mao
Date:
Party
C:
Yu Mao
Date:
