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Agreement on Exercising Voting Right by Proxy投票权协议

2008-03-05 来源: 作者:
核心提示:This Agreement is made in _________(Placename) District, _________(State) on _________,_________,_________(M,D,Y) among the following parties: AAA (Passport No.:_________); BBB (ID No.:_________); CCC (ID No.:_________); DDD (ID No.:_________); EEE

This Agreement is made in _________(Placename) District, _________(State) on _________,_________,_________(M,D,Y) among the following parties:

AAA (Passport No.:_________);
BBB (ID No.:_________);
CCC (ID No.:_________);
DDD (ID No.:_________);
EEE (ID No.:_________);
FFF (ID No.:_________); and JJJ Co., Ltd., with official address being: _________(Placename) District, _________(State) (hereinafter "JJJ").

Whereas:

A. As of the date of this Agreement, each of AAA and BBB owns 30% of the shares of _________(State) KKK Ltd. (hereinafter
"ICP Company") and each of CCC, DDD, EEE and FFF owns 10% of the shares of the ICP Company. To maintain their interest in the ICP Company, each of AAA and BBB owes JJJ RMB_________ and each of CCC, DDD, EEE and FFF owes JJJ RMB_________.

B. Each of AAA, BBB, CCC, DDD, EEE and FFF (each hereinafter the "entrusting party") is willing to unconditionally entrust JJJ to vote on his or her behalf at the shareholders' meeting of the ICP Company, and JJJ is willing to accept such proxy on behalf of each entrusting party.

Therefore, the parties hereby agree as follows:

1. Proxy of Voting Right

1.1 Each entrusting party hereby irrevocably entrusts JJJ to vote on his or her behalf at the shareholders' meeting of the ICP Company and exercise all his or her voting rights as shareholder of the ICP Company as have been given to him or her by law and under the Articles of Association of the ICP Company (including but not limited to the right to make resolution at the shareholders' meeting).

1.2 JJJ hereby agrees to accept such proxy as set forth in clause 1.1 of this Agreement and shall exercise all his or her voting rights thereof on his or her behalf pursuant to this Agreement.

2. Exercise of Voting Right

2.1 Beginning from the effective date of this Agreement, each entrusting party shall entrust all his or her voting rights as shareholder of the ICP Company to JJJ. Unless with the prior written consent of the JJJ, the entrusting party shall not exercise any of his or her voting rights as shareholder of the ICP Company.

2.2 JJJ shall have the right to entrust the proxy to a third party to exercise each entrusting party's voting rights as shareholder of the ICP Company, but JJJ must give a prior notice to each entrusting party.

2.3 JJJ shall report to each entrusting party regarding the proxy matter at the time as deemed appropriate by JJJ. Immediately after the expiration or termination of this Agreement, JJJ shall submit a final report regarding the proxy matter to each entrusting party.

3. Effective and Miscellaneous

3.1 This Agreement goes into effect as of the date of signature by the parties and shall expire at the time of dissolution of the ICP Company.

3.2 If any entrusting party, under JJJ's consent, transfers all of his or her interest in the ICP Company to a third party during the term of this Agreement, such entrusting party shall be no more bound by any provision of this Agreement immediately following the date of the completion of such transfer.

3.3 Should there is any conflict between this Agreement and any other prior agreements or arrangements among the parties, the terms of this Agreement shall prevail.

3.4 This Agreement has seven original copies with equal legal force and each to be held by one party.

3.5 Matters uncovered by this Agreement may be separately discussed and decided by the parties.

AAA BBB

By: /S/ _________ By: /S/ _________

(Signature) (Signature)

CCC DDD

By: /S/ _________ By: /S/ _________
(Signature) (Signature)

EEE FFF

By: /S/ _________ By: /S/ _________
(Signature) (Signature)

JJJ Co., Ltd

Authorized Representative Signature: /s/ _________

2008-03-05 来源: 作者:
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