CONSULTING SERVICES AGREEMENT (English Translation)Consulting Services Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec
This Consulting Services Agreement (this “Agreement”) is dated August 25, 2006, and is entered into in Xi’an, China between Shiming (Xi’an) Enterprise Management & Consutling Co., Ltd. a company incorporated under the laws of the People’s Republic of China, located at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province,, China 710075, (“Party A”), and Shaanxi Shiming Science & Technology Joint Stock Co., Ltd., a joint stock limited liability company organized under the laws of the PRC (“Party B”), with a registered address at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075. Party A and Party B are referred to collectively in this Agreement as the “Parties.”
OPTION AGREEMENT (English Translation)Option Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec
This Option Agreement (this “Agreement”) is entered into as of August 25, 2006, between and among Shiming (Xi’an) Enterprise Management & Consutling Co., Ltd. a company incorporated under the laws of the People’s Republic of China, located at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province,, China 710075, (“Party A”), and Shaanxi Shiming Science & Technology Joint Stock Co., Ltd., a joint stock limited liability company organized under the laws of the PRC (“Party B”), and the shareholders of Party B listed in Annex 1 hereto. In this Agreement, Party A, Party B, and Party C are referred to collectively in this Agreement as the “Parties” and each of them is referred to as a “Party”.
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated August 25, 2006, and is entered into in Xi’an between Shiming (Xi’an) Enterprise Management & Consutling Co., Ltd. a company incorporated under the laws of the People’s Republic of China, located at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075, (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and Shaanxi Shiming Science & Technology Joint Stock Co., Ltd. a joint stock limited liability organized under the laws of the PRC (“Party B” or “Shaanxi Shiming”), with a registered address at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075.
PROXY AND VOTING AGREEMENT (English Translation)Proxy and Voting Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec
Shiming (Xi’an) Enterprise Management Consulting Co., Ltd. Registered Address: No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075, Legal Representative: Shiming Wang
OPERATING AGREEMENT (English Translation)Operating Agreement • November 13th, 2006 • Argenta Systems Inc • Services-business services, nec
This Operating Agreement (this “Agreement”) is dated August 25, 2006, and is entered into in Xi’an, China between Shiming (Xi’an) Enterprise Management & Consulting Co., Ltd. a company incorporated under the laws of the People’s Republic of China, , located at No. 2, 12th Floor, Gaoxin 2nd Road, Shanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province,, China 710075, (“Party A”), and Shaanxi Shiming Science & Technology Joint Stock Co., Ltd., a joint stock limited liability company organized under the laws of the PRC (“Party B”), with a registered address at No. 2, 12th Floor, Gaoxin 2nd Road, Shaanxi Security Plaza, Xi’an High Tech and New Technology Development Zone, Xi’an, Shaanxi Province, China 710075, and shareholders holding over 95% outstanding shares of Party B (the “Shareholders of Party B”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
