Exhibit 10.5
PROXY AGREEMENT
(English Translation)
This
Proxy Agreement (the “
Agreement ”)
is entered into as of August 17, 2007 and effective as of March 8,
2006 between Shaanxi
Xilan Natural Gas Equipment Co.,Ltd ,
a company incorporated under the laws of the PRC, (“
Party A ”
or “
Proxy Holder ”),
and Xi'an
Xilan Natural Gas Co.,Ltd. ,
a company with joint stock limited liability registered in
Xi’an with a registered address at 19
th floor,
Van Metropolis B, Tangyan RD,Hi-techZone, Xi’an, Shanxi
Province, China 710065, (“
Party B ”),
Mr. Qin, chairman and shareholder of Party B (“
Chairman ”),
and each of the parties listed on Appendix 1 of this Agreement
(“
Shareholders ”).
In this Agreement, Party A, Party B, the Chairman and the
Shareholders are referred to collectively in this Agreement as the
“Parties” and each of them is referred to as a
“Party”.
RECITALS
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A.
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The
Chairman and the Shareholders hold a majority of the
outstanding shares of Xian Xilan Natural Gas Co, Ltd., a
company with joint stock limited liability organized under the
laws of the PRC (the “ Company
”);
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B.
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The
Chairman and each of the Shareholders are willing to entrust
the person designated by the Proxy Holder with their voting
rights (with respect to shares held by each such party)
without any limitations, at any shareholder meeting of the
Company.
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NOW THEREFORE ,
the parties agree as follows:
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1.
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The
Chairman hereby agrees to irrevocably grant the person
designated by the Proxy Holder with the right to exercise his
shareholder voting rights and other shareholder right,
including the attendance at and the voting of such shares at
the shareholder’s meeting of Company (or by written
consent in lieu of a meeting) in accordance with applicable
laws and its Article of Association, including but not limited
to the rights to sell or transfer all or any of his equity
interests of the Company, and appoint and vote the directors
and Chairman as the authorized representative of the
shareholders of Company.
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2.
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The
Proxy Holder agrees to designate the person who accepts the
authority granted by the Chairman pursuant to the Article 1 of
this Agreement, and the designated person shall represent the
Chairman to exercise the Chairman’s shareholder voting
rights and other shareholder rights pursuant to this
Agreement.
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3.
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Each
Shareholder hereby agrees to irrevocably grant the person
designated by the Proxy Holder with the right to exercise his,
her or its shareholder voting rights and other shareholder
right, including the attendance at and the voting of such
shares at the shareholder’s meeting of Company (or by
written consent in lieu of a meeting) in accordance with
applicable laws and its Articles of Association, including but
not limited to the rights to sell or transfer all or any of
his equity interests of the Company, and appoint and vote the
directors and the Chairman as the authorized representative of
the shareholders of Company.
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4.
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The
Proxy Holder agrees to designate the person who accepts the
authority granted by the Shareholders hereunder pursuant to
the Article 1 of this Agreement, and the designated person
shall represent the Shareholders to exercise the
Shareholders’ voting rights and other shareholder rights
pursuant to this Agreement.
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5.
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The
Chairman and the Shareholders hereby acknowledge that,
whatever any change with the equity interest
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