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PROXY AGREEMENT

Proxy Agreement

PROXY AGREEMENT | Document Parties: CHINA SHOUGUAN MINING CORP | Penglai XinGuan Investment Limited | Shenzhen ShouGuan Investment Limited | Shoujin Business Consulting (Shenzhen) Limited | Yantai JinGuan Investment Limited You are currently viewing:
This Proxy Agreement involves

CHINA SHOUGUAN MINING CORP | Penglai XinGuan Investment Limited | Shenzhen ShouGuan Investment Limited | Shoujin Business Consulting (Shenzhen) Limited | Yantai JinGuan Investment Limited

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Title: PROXY AGREEMENT
Date: 7/2/2010

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EXHIBIT 10.7

 

PROXY AGREEMENT

 

This Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as of May 15, 2010 among the following parties:

 

Party A:

Shoujin Business Consulting (Shenzhen) Limited

 

Party B:

 

Party C:

 

Party D:

The undersigned three shareholders of Shenzhen ShouGuan Investment Limited, a corporation incorporated under the laws of China (“Company B”).

 

The undersigned two shareholders of Yantai JinGuan Investment Limited, a corporation incorporated under the laws of China (“Company C”).

 

The undersigned sole shareholder of Penglai XinGuan Investment Limited, a corporation incorporated under the laws of China  (“Company D”)

 

RECITALS

 

A

Party A, a limited company incorporated in Shenzhen, China, has the expertise in the business consulting, including operational management, research and development of the mining technologies, research on the solution of technical problems in mining, and other related technical support and services.

 

 

B.

As of the date of the Agreement Party B are the 3 enrolled shareholders of Company B and each legally holds the equity interest in Company  B set forth Party B’s name below. The total shares held by Party B collectively represent 100% of total outstanding shares of Company B.

 

 

C.

As of the date of the Agreement Party C are the 2 enrolled shareholders of Company C and each legally holds the equity interest in Company C set forth Party C’s name below. The total shares held by Party C collectively represent 100% of total outstanding shares of Company C.

 

D.

 

 

 

E.

 

 

 

F.

As of the date of the Agreement Party D is the sole enrolled shareholder of Company D and it legally holds the equity interest in Company D set forth Party D’s name below.  The total shares held by Party D collectively represent 100% of total outstanding shares of Company D.

 

Party B desires to grant to the Board of Directors of Party A a proxy to vote all of Party B’s shares in Company B for the maximum period of time permitted by law in consideration of the issuance to Party B of shares and for other good and valuable consideration.

 

Party C desires to grant to the Board of Directors of Party A a proxy to vote all of Party C’s shares in Company C for the maximum period of time permitted by law in consideration of the issuance to Party C of shares and for other good and valuable consideration.

 

G.

 

Party D desires to grant to the Board of Directors of Party A a proxy to vote all of Party D’s shares in Company D for the maximum period of time permitted by law in consideration of the issuance to Party D of shares and for other good and valuable consideration.

 

 

 

1


 


 

NOW THEREFORE , the parties agree as follows:

 

1.

Party B, Party C and Party D hereby agrees to irrevocably grant and entrust Party A, for the maximum period permitted by law, with all of Party B, Party C and Party D’s voting rights as a shareholder of Company B, Company C and Company D.  Party A shall exercise such rights in accordance with and within the limitations of the laws of the PRC and the


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