Contract
Exhibit
99.9
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 Electrical Power Equipment Co., Ltd., a corporation incorporated
under
the laws of China (the “Company”);
Registered
Address: No.
9 Xxx
Xx Zhong Road, Qianzhou Town, Wuxi, China
Chairman:
XXXX
Xxxxx
RECITALS
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A
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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.
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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.
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NOW
THEREFORE,
the
parties agree as follows:
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1.
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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.
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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.
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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
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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.
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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.
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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.
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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]
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Party
A:
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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/
Xxxx Xxxxx
XXXX
Xxxxx
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ID
card No.:
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Owns
__% shares of Wuxi Huayang Electricity Power Equipment Co.,
Ltd.
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/s/
Wu Xxxxxxx
XX
Haoyang
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ID
card No.:
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owns
__% shares of Wuxi Huayang Electricity Power Equipment Co.,
Ltd.
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/s/
Xx Xxxxxxx
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Executive
Director/Legal Representative XX Xxxxxxx
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Wuxi
Huayang Dye Machine Co., Ltd.
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owns
__% shares of Wuxi Huayang Electricity Power Equipment Co.,
Ltd.
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PARTY
C:
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Wuxi
Huayang Electrical Power Equipment Co., Ltd
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Legal/Authorized
Representative:
/s/
Xxxxx Xxxx
Name:
XXXX Xxxxx
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Title:
Chairman
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