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Exhibit 10.5
PROXY AGREEMENT
This Proxy
Agreement (the “ Agreement ”) is entered into as
of August 12,2010 between and among Zhengzhou Shentong
Investment Consulting Co., Ltd. , a limited liability company
organized under the laws of the People’s Republic of China
(“ Shentong Investment ”), Zhengzhou
Shensheng Aluminum Foil Co., Ltd. , a limited liability company
organized under the laws of the People’s Republic of China
(“ Shensheng Aluminum ”) and Zhengzhou
Aluminum Co., Ltd, the sole shareholder of Shensheng Aluminum
(“Zhengzhou Aluminum”). Shentong Investment, Zhengzhou
Aluminum and Shensheng Aluminum are referred to collectively in
this Agreement as the “ Parties .”
RECITALS
A.
Zhengzhou Aluminum hold 100% of the
outstanding shares of Shensheng Aluminum, a company with limited
liability organized under the laws of the PRC (the “
Company ”);
B.
Zhengzhou Aluminum is willing to
entrust the person designated by Shentong Investment with their
voting rights (with respect to share held by the shareholder)
without any limitations, at any shareholder meeting of the
Company.
NOW THEREFORE , the parties agree as follows:
1.
Zhengzhou Aluminum hereby agrees to
irrevocably grant the person designated by Shentong Investment 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 according with applicable
laws and its Articles of Association, including but not limited to
the rights to sell o