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Proxy Agreement

Proxy Agreement

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 This Proxy Agreement involves

CHINA ALUMINUM FOIL, INC. | Zhengzhou Aluminum Co, Ltd | Zhengzhou Shensheng Aluminum Foil Co, Ltd | Zhengzhou Shentong Investment Consulting Co, Ltd

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Title: PROXY AGREEMENT
Date: 11/10/2010

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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 or transfer all or any of his equity interests of the Company, and appoint and vote the directors and the Chairman as the authorized representative of the Company.

 

2.  

Shentong Investment agrees to designate the person who acc


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