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Proxy Agreement

Category: Proxy

Proxy Agreement

(English Version)

 

This Proxy Agreement (the “Agreement”) is entered into as of December

20, 2006, between the following parties:

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1.

Authorization of Voting Power

 

1.1 Party C (Chairman and each shareholder) hereby irrevocably authorizes Party A , or any of Party A’s designees (“Designee”) to undertake and exercise all of his voting rights as a shareholder of Party B pursuant to the laws of the People’s Republic of China (PRC) and the company documents of Party B (“Authorized Rights”) for the period specified in Article 3 hereunder. The Authorized Rights include, but are

not limited to:

 

(a) Fully represent of such shares in all cases.

 

(b) Make attendance of the shareholder meetings, and execution of the voting power of such shares of Party B either in person or by proxy.

 

(c) Appoint the Party B’s directors.

 

1.2 Party A approves the authorization involved in Article 1.1, and may from time to time establish and amend rules to govern how Part A shall exercise such Authorized Rights in the names of Party C according to the provisions of this Agreement.

 

1.3 Party B recognizes and approves this Authorized Rights, and shall not take any effects or act in any manner inconsistent with the provisions of this Agreement.

 

1.4 All Parties hereby acknowledge that, regardless of any change with the equity interests of Part B, the authorization involved in Article 1.1 will keep consistently.

 

1.5 Party C agrees that, upon the request of Party A at any time and from time to time, it will execute any and all further documentation including, without limitation, powers of attorney, voting rights authorizations and/or proxies, to enable Party A to exercise the Authorized Rights granted to it hereunder at any meeting of the holders of Party B’s registered capital, and to further take any and all actions necessary for Party A to exercise the Authorized Rights hereunder.

 

2. Obligations Separate

 

The Chairman and the Shareholders hereby acknowledge that the obligations of the Chairman and the Shareholders under this Agreement are separate, and if one such party shall no longer be a shareholder of the Company, the obligations of the other party shall remain intact.

 

3. Effective Date And Term

 

This Agreement shall come into effect as of the date first present above. The term of this Agreement shall be twenty (20) years and may be extended by the written agreement among the Parties upon the expiration of this Agreement, Party A may elect to renew this authorization for an additional twenty (20) year period after the initial term hereof or any renewal term.

 

 

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