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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
