Shareholders’ Voting Proxy Agreement
This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as
of December 3, 2007 between the parties in Yiyang, Jiangxi Province:
Party
A:
Jiangxi Morgen Star Copper Technology Co., Ltd.
Registered
Address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County, Jiangxi
Province.
Party
B:Xx Xxxxxx
Identity
Card Number: 362326196305220049
WHEREAS:
|
1.
|
Party
A is a wholly foreign-owned enterprise incorporated under the laws
of the
People’s Republic of China (the “PRC”), and registered at Jiangxi
Province, Shangrao Administration of Industry and Commerce Bureau.
The
legally valid registered business license number is 361100510000102;
|
|
2.
|
As
of the date of this Agreement, Party B is the sole shareholder of
Jiangxi
Xxxxxx Xxxx Copper Co., Ltd. (the “Xxxxxx Xxxx”) and collectively legally
hold all of the equity interest of Xxxxxx Xxxx Company;
|
|
3.
|
Xxxxxx
Xxxx is a limited liability company incorporated and registered at
Jiangxi
Province, Yiyang Administration of Industry and Commerce Bureau.
Hitherto
it legally exists. The legally valid registered business license
number is
3623262000077.
|
|
4.
|
Party
B desires to appoint the person designated by Party A to exercise
her
shareholder’s voting rights and other rights at Xxxxxx Xxxx in accordance
with the laws and Xxxxxx Xxxx’x Articles of Association, and Party A is
willing to designate such person.
|
NOW
THEREFORE,
the
Parties hereby have reached the following agreement upon friendly
consultations:
|
1.
|
Party
B hereby agrees to irrevocably appoint the persons designated by
Party A
with the exclusive right to exercise, on her behalf, all of her
shareholder’s voting rights at Xxxxxx Xxxx in accordance with the laws and
Xxxxxx Xxxx’x Articles of Association, including but not limited to the
rights to sell or transfer all or any of her equity interests of
Xxxxxx
Xxxx, and to appoint and elect the executive director of Xxxxxx
Xxxx.
|
|
2.
|
Party
A agrees to designate such Proxy Holders pursuant to Section 1 of
this
Agreement, and this person shall represent Party B to exercise her
shareholder’s voting rights pursuant to this
Agreement.
|
-
1
-
|
3.
|
Both
Parties to this Agreement hereby acknowledge that, regardless of
any
change in the equity interests of Xxxxxx Xxxx, Party B shall appoint
the
person designated by Party A with all shareholder’s voting rights. Both
Parties to this Agreement agree, Party B can not transfer her equity
interests of Xxxxxx Xxxx to any individual or company (other than
Party A
or the individuals or entities designated by Party A).
|
|
4.
|
Party
B hereby acknowledges that she will withdraw the appointment of the
person
designated by Party A if Party A change such designated person and
reappoint the substituted person designated by Party A as the new
Proxy
Holders to exercise her shareholder’s voting rights at Xxxxxx Xxxx.
|
|
5.
|
This
Agreement sets forth and becomes effective when the Party As’ authorized
representatives and Party B sign as the date mentioned on the first
page.
|
|
6.
|
This
Agreement shall not be terminated prior to the completion of acquisition
of all of the equity interests in, or all assets of, Xxxxxx Xxxx
by Party
A;
|
|
7.
|
Any
amendment and termination of this Agreement shall be in written and
agreed
upon by Both Parties.
|
|
8.
|
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.
|
|
9.
|
This
Agreement is executed in Chinese in two (2) copies; each Party holds
one
and each original copy has the same legal
effect.
|
[No
Text
Below]
PARTY
A: Jiangxi Xxxxxx Star Copper Technology Co., Ltd.
(Seal)
Authorized Representative(Signature):
/s/ Xx Xxxxxx
PARTY
B: /s/ Xx
Xxxxxx
Xx
Xxxxxx
This
Agreement is agreed and accepted by:
Jiangxi
Xxxxxx Star Copper Technology Co., Ltd.
(Seal)
Legal Representative/Authorized Representative(Signature):
/s/ Xx Xxxxxx
-
2
-
