VOTING RIGHTS PROXY AGREEMENT
This
Voting Rights Proxy Agreement (the “Agreement”) is entered into in Dachang Hui
Autonomous County, Hebei Province, People’s Republic of China (“PRC” or “China”)
as of April 4, 2010 by and among Hebei Anbang Investment Consultation Co., Ltd.
(“Party A”) and the undersigned shareholders (the “Shareholders”) of Dachang Hui
Autonomous County Baosheng Steel Products Co., Ltd. (“Baosheng Company”). Party
A and the Shareholders are each referred to in this Agreement as a “Party” and
collectively as the “Parties”. The Baosheng Company is made a party to this
Agreement for the purpose of acknowledging the Agreement.
RECITALS
1. Party
A, a company incorporated in the PRC as a foreign investment enterprise,
specializes in the research and development of ferrous metal products and
consulting of enterprise management and investment, and the Baosheng Company is
engaged in a variety of ferrous products (collectively the “Business”),
including the process and sale of the cold rolled steel strip, cold rolled steel
coil, high frequency welded pipe and tin plates; import and export of steel
materials. Party A and the Baosheng Company have entered into a certain
Consulting Services Agreement dated April 2, 2010 (the “Consulting Services
Agreement”) in connection with the Business.
2． The Shareholders
are shareholders of the Baosheng Company, each legally holding such amount of
equity interest of the Baosheng Company as set forth on the signature page of
thisAgreement and collectively holding 100% of the issued and outstanding equity
interests of the Baosheng Company (collectively the “Equity
Interest”).
3. In
connection with the Consulting Services Agreement, the Parties have entered into
a certain Operating Agreement dated April 2, 2010, pursuant to which the
Shareholders now desire to grant to Party A a proxy to vote the Equity Interest
for the maximum period of time permitted by law in consideration of Party A’s
obligations thereunder.
NOW THEREFORE, the Parties
agree as follows:
1. The
Shareholders hereby agree to irrevocably grant and entrust Party A, for the
maximum period of time permitted by law, with all of their voting rights as
shareholders of the Baosheng 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 Baosheng Company.
2. Party
A may establish and amend rules to govern how Party A shall exercise the powers
granted by the Shareholders herein, including, but not limited to, the number or
percentage of directors of Party A which shall be required to authorize the
exercise of the voting rights granted by the Shareholders, and Party A shall
only proceed in accordance with such rules.
3. The
Shareholders shall not transfer or cause to be transferred the Equity Interest
to any party (other than Party A or such designee of Party A). Each Shareholder
acknowledges that it will continue to perform its obligations under this
Agreement even if one or more of other Shareholders
no longer hold any part of the Equity Interest.
4. This
Proxy Agreement has been duly executed by the Parties as of the date first set
forth above, and in the event that a Party is not a natural person, then such
Party’s action has been duly authorized by all necessary corporate or other
action and executed and delivered by such Party’s duly authorized
representatives. This Agreement shall take effect upon the execution of this
Agreement.
5. Each
Shareholder represents and warrants to Party A that such Shareholder owns such
amount of the Equity Interest as set forth next to its name on the signature
page below, free and clear of all liens and encumbrances, and such Shareholder
has not granted to any party, other than Party A, a power of attorney or proxy
over any of such amount of the Equity Interest or any of such Shareholder’s
rights as a shareholder of Baosheng Company. Each Shareholder further represents
and warrants that the execution and delivery of this Agreement by such
Shareholder shall not violate any law, regulations, judicial or administrative
order, arbitration award, agreement, contract or covenant applicable to such
Shareholder.
6. This
Agreement may not be terminated without the unanimous consent of all Parties,
except that Party A may, by giving a thirty (30) day prior written notice to the
Shareholders, terminate this Agreement, with or without cause.
7. Any
amendment to and/or rescission of this Agreement shall be in writing by the
Parties.
8. The
execution, validity, creation and performance of this Agreement shall be
governed by the laws of PRC.
9. This
Agreement shall be executed in four (4) duplicate originals in English, and each
Party shall receive one (1) duplicate original, each of which shall be equally
valid.
10. The
Parties agree that in the event a dispute shall arise from this Agreement, the
Parties shall settle their dispute through amicable negotiations. If the Parties
cannot reach a settlement within 45 days following the negotiations, the dispute
shall be submitted to be determined by arbitration through China International
Economic and Trade Arbitration Commission (“CIETAC”) Shanghai Branch in
accordance with CIETAC arbitration rules. The determination of CIETAC shall be
conclusively binding upon the Parties and shall be enforceable in any court of
competent jurisdiction.
[SIGNATURE
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