VOTING RIGHTS PROXY AGREEMENT
Exhibit 99.7
This Voting Rights Proxy Agreement (the “Agreement”) is entered into in Yun County, Hubei
Province, People’s Republic of China (“PRC” or “China”) as of November 10, 2010 by
and among Great Mountain Information Consulting Co., Ltd. (“Party A”) and the
undersigned shareholders (the “Shareholders”) of Hubei Jinlong Cement Co., Ltd.
(“Jinlong”). Party A and the Shareholders are each referred to in this Agreement as a
“Party” and collectively as the “Parties”. Jinlong is made a party to this
Agreement for the purpose of acknowledging the Agreement.
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R E
C I T A L S
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1. Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in
consulting for International economic, technological and environmental information; developing the
saving energy technology; the development and application of resource recycling machine utilization
technology and the production of emissions re-use technology, and Jinlong is engaged in the
manufacturing and sales of the cement; the car freight (limited to branch operations); retail of
auto parts and lubricants; mining and sales of limestone (collectively the “Business”). Party A and
Jinlong have entered into a certain Consulting Services Agreement dated November 10, 2010 (the
“Consulting Services Agreement”) in connection with the Business.
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2. The Shareholders are shareholders of Jinlong, each legally holding such amount of equity
interest of Jinlong as set forth on the signature page of this Agreement and collectively holding
100% of the equity interests of Jinlong (collectively the “Equity Interest”).
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3. In connection with the Consulting Services Agreement, the Parties have entered into a certain
Operating Agreement dated November 10, 2010, pursuant to which the Shareholders now desire to grant
to Party A proxy to vote the Equity Interest for the maximum period of time permitted by law in
consideration of Party A’s obligations thereunder.
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NOW THEREFORE, the Parties agree as follows:
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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 Jinlong. 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 Jinlong.
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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.
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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.
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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.
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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 Jinlong. 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.
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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.
Agreement, with or without cause.
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7. Any amendment to and/or rescission of this Agreement shall be in writing by the Parties.
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8. The execution, validity, creation and performance of this Agreement shall be governed by the
laws of PRC.
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9. This Agreement shall be executed in Six (6) duplicate originals in English, and each Party shall
receive one (1) duplicate original, each of which shall be equally valid.
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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.
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[SIGNATURE PAGE]
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IN WITNESS WHEREOF this Agreement is duly executed by each Party or its legal representatives.
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PARTY A: Great Mountain Information Consulting Co., Ltd.
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Legal/Authorized Representative: /s/ XXXX Xxxxxxx
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Name: XXXX Xxxxxxx
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Title: Director and Legal Representative
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SIGNATURE PAGE FOR SHAREHOLDERS
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SHAREHOLDERS: | ||||
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/s/ XXXX Xxxxxxx | ||||
XXXX Xxxxxxx | ||||
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ID Card No.: |
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Owns 91% of Hubei Jinlong Cement Co., Ltd. | ||||
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/s/ XX Xxxxxxx | ||||
XX Xxxxxxx | ||||
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ID Card No.: |
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Owns 4.5% of Hubei Jinlong Cement Co., Ltd. | ||||
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/s/ CHEN Xxxxxx | ||||
XXXX Xxxxxx | ||||
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ID Card No.: |
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Owns 4.5% of Hubei Jinlong Cement Co., Ltd. |
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ACKNOWLEDGED BY:
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Hubei Jinlong Cement Co., Ltd.
![(CHINIES CHARCTERS)](https://www.sec.gov/Archives/edgar/data/1292026/000095012310104976/g25257g25257461.gif)
Legal/Authorized Representative: /s/ XXXX Xxxxxxx
![(CHINIES CHARCTERS)](https://www.sec.gov/Archives/edgar/data/1292026/000095012310104976/g25257g25257462.gif)
Name: XXXX Xxxxxxx
![(CHINIES CHARCTERS)](https://www.sec.gov/Archives/edgar/data/1292026/000095012310104976/g25257g25257463.gif)
Title: Director and Legal Representative
![(CHINIES CHARCTERS)](https://www.sec.gov/Archives/edgar/data/1292026/000095012310104976/g25257g25257464.gif)
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