SHAREHOLDERS'
VOTING
PROXY AGREEMENT
BETWEEN
WANG XINSHUN
WANG XINMING
CHENG JUNSHENG
AND
ANYANG SHUNCHENG ENERGY
TECHNOLOGY CO., LTD.
ANYANG, CHINA
Shareholders’
Voting Proxy Agreement
This
Shareholders’ Voting Proxy Agreement (the “
Agreement ”) is entered into as of 19 March 2010
between the following parties in Anyang:
1 Wang Xinshun, a
citizen of PRC with ID Card number of , owns 60% shares of Henan
Shuncheng Group Coal Coke Co., Ltd. ;
2 Wang
Xinming, a citizen of PRC with ID Card number of , owns 20% shares
of Henan Shuncheng Group Coal Coke Co., Ltd. ;
3 Cheng
Junsheng, a citizen of PRC with ID Card number of , owns 20% shares
of Henan Shuncheng Group Coal Coke Co., Ltd. ;
and,
Anyang
Shuncheng Energy Technology Co., Ltd.
Registered
Address: Tongye Town, Anyang County
Legal
Representative: Wang Jiankai
In this
Agreement, Party A and Party B are called collectively as the
“Parties,” and each of them is called as the
“Party”. Party A is collectively called the
“Grantors” and respectively called “Each of the
Grantors”.
WHEREAS :
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Party B is a
wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China;
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As of the date
of this Agreement, the Grantors are shareholders of Henan Shuncheng
Group Coal Coke Co., Ltd.(the “ Opco ”) and
collectively legally hold all of the shares of Opco;
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Each of the
Grantors desires to appoint the persons designated by Party B to
exercise its shareholder’s voting rights at the
shareholders’ meeting of Opco (“ Voting Rights
”) and Party B is willing to designate such
persons.
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NOW
THEREFORE, the Parties
hereby have reached the following agreement upon friendly
consultations:
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Each of the
Grantors hereby agrees to irrevocably appoint the persons
designated by Party B with the exclusive right to exercise, on his
behalf, all of his Voting Rights in accordance with the laws and
Opco’s Articles of Association, including but not limited to
the rights to sell or transfer all or any of his shares of Opco,
and to appoint and elect the directors and Chairman as the
authorized legal representative of Opco.
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The persons
designated by Party B shall be the full board of Party B (the
“ Proxy Holders ”). All Parties agree that all
members of board of directors of Opco shall be nominated and
appointed by the Proxy Holders according to the direction of Party
B.
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