PROXY AGREEMENT
(English Translation)
This
Proxy Agreement (the "Agreement") is entered into as of 01/05/2010
between SKY ACHIEVE HOLDING LIMITED, a company incorporated under
the laws of British Virgin Islands, ("Party A" or "Proxy Holder"),
and Beijing Guoqiang Global Science Technology Development
Limited., a company with joint stock limited liability organized
under the laws of the PRC ("Party B"), with a registered address at
3, Xijing Road, High Tech Park, Badachu, Shijingshan District,
Building 1 and STE 106C, Beijing China, 100081 ("Party B"), Mr.
KUN, LIU 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
Beijing Guoqiang Global Science Technology Development Limited, 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 thi
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