VOTING RIGHTS PROXY AGREEMENT
Exhibit
99.4
This
Shareholders’ Voting Rights Proxy Agreement (the “Proxy Agreement”) is entered
into as of October 12, 2007 by and among the following parties (each a “Party”
and collectively the “Parties”) :
Party A: |
Green
power Environment Technology (Shanghai) Co., Ltd., a wholly foreign
owned
limited company incorporated under law of
China
|
Party B: |
The
undersigned shareholders of the
Company.
|
Party C: |
Wuxi
Huayang Dye Machine Co., Ltd., a corporation incorporated under the
laws
of China (the “Company”);
|
Registered
Address: Zhetangbang Village, Qianzhou Town, Wuxi, China
Chairman:
XX Xxxxxxx
RECITALS
A |
Party
A has the expertise in the business of environment protection
technologies, and has entered into a series of agreements with
Party C to,
among other things; provide Party C with business consulting
services.
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B. |
Party
A is engaged in the business of manufacture, processing and sales
of
power-station corresponding equipment, hoisting equipment, chemical
industrial equipment, environmental protection equipment, precipitators,
sewage-treatment equipment and flue-gas desulfurizing equipment;
sales of
metal materials; dealer and agent of import/export of various commodities
and technology.
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C.
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As
of the date of the Proxy Agreement, Party B is comprised of the two
registered shareholders of the Company, each legally holding such
equity
interest in the Company as set forth below on the signature page
of this
agreement. The total shares held by Party B collectively represent
100% of
total outstanding shares of the Company.
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D.
|
Party
B desires to grant to the Board of Directors of Party A a proxy to
vote
all of Party B’s shares in the Company for the maximum period of time
permitted by law in consideration of the issuance to Party B of shares
and
for other good and valuable
consideration.
|
NOW
THEREFORE,
the
parties agree as follows:
1.
|
Party
B hereby agrees to irrevocably grant and entrust Party A, for the
maximum
period permitted by law, with all of Party B’s voting rights as a
shareholder of the Company. Party A shall exercise such rights in
accordance with and within the parameters of the laws of the PRC
and the
Articles of Association of the
Company.
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2.
|
Party
A may from time to time establish and amend rules to govern how Party
A
shall exercise the powers granted to it by Party B herein, including,
but
not limited to, the number or percentage of directors of Party A
which
shall be required to authorize or take any action and to sign documents
evidencing the taking of such action, and Party A shall only take
action
in accordance with such rules
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3.
|
All
Parties to this Proxy Agreement hereby acknowledge that, regardless
of any
change in the equity interests of the Company, Party B shall appoint
the
person designated by Party A with the voting rights held by Party
B. Party
B shall not transfer its equity interests of the Company to any individual
or company (other than Party A or the individuals or entities designated
by Party A). Party B acknowledges that it will continue to perform
this
Proxy Agreement even if one or more than one of them no longer hold
the
equity interests of the Company.
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4
|
This
Proxy Agreement has been duly executed by the Parties, and, in the
case of
a Party which is not a natural person, has been duly authorized by
all
necessary corporate or other action by such Party and executed and
delivered by such Party’s duly authorized representatives, as of the date
first set forth above and shall be effective
simultaneously.
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5.
|
Party
B represents and warrants to Party A that Party B owns all of the
shares
of the Company set forth below its name on the signature page below,
free
and clear of all liens and encumbrances, and Party B has not granted
to
anyone, other than Party A, a power of attorney or proxy over any
of such
shares or in Party B’s rights as a shareholder of Company. Party B further
represents and warrants that the execution and delivery of this Proxy
Agreement by Party B will not violate any law, regulations, judicial
or
administrative order, arbitration award, agreement, contract or covenant
applicable to Party B.
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6
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This
Proxy Agreement may not be terminated without the unanimous consent
of
both Parties, except that Party A may, by giving thirty (30) days
prior
written notice to Party B hereto, terminate this Proxy Agreement
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7.
|
Any
amendment and/or rescission shall be agreed by the Parties in writing.
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8.
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The
execution, validity, construction and performance of this Proxy Agreement
shall be governed by the laws of
PRC.
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9.
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This
Proxy Agreement has been executed in four (4) duplicate originals
in
English, each Party has received one (1) duplicate original, and
all
originals shall be equally valid.
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10.
|
The
Parties agree that in case of disputes arising from this Proxy Agreement,
the Parties shall settle their dispute through mediation, not in
a lawsuit
brought in Court. If the Parties cannot reach a settlement 45 days
after
the mediation, the dispute shall be referred to and determined by
arbitration in the China International Economic and Trade Arbitration
Commission (“CIETAC”) Shanghai Branch upon the initiation of any Party in
accordance with the then applicable arbitration rules of CIETAC.
The
written decision of the arbitrator shall be binding and conclusive
on the
Parties hereto and enforceable in any court of competent
jurisdiction.
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[SIGNATURE
PAGE FOLLOWS]
Party
A:
|
Green
power Environment Technology (Shanghai) Co., Ltd., a wholly foreign
owned
limited company incorporated under law of China
|
||
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Legal/Authorized
Representative:
/s/
Xx Xxxxxxxx
|
||
Name:
XX Xxxxxxx
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|||
Title:
General Manager
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PARTY
B:
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||
/s/
Wu Xxxxxxx
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||
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XX
Xxxxxxx
ID
card No.:
owns
__% shares of Wuxi Huayang Dye Machine Co.,
Ltd.
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/s/
Xxxx Xxxxx
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||
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XXXX
Xxxxx
ID
card No.:
Owns
__% shares of Wuxi Huayang Dye Machine Co.,
Ltd.
|
PARTY
C:
|
Wuxi
Huayang Dye Machine Co., Ltd
|
||
Legal/Authorized
Representative:
/s/
Xx Xxxxxxxx
|
|||
Name:
XX Xxxxxxx
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|||
Title:
Director
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