SHAREHOLDERS'
VOTING
PROXY
AGREEMENT
BETWEEN
CHEN JINLE
CHEN
CHENXU
AND
TAICANG KEHUI
CONSULTANTS SERVICE LIMITED
November 2010
Shareholders’
Voting Proxy Agreement
This Shareholders’ Voting Proxy
Agreement (the “Agreement”) is entered into as of
November 20, 2010, between the following parties:
Party A:
Chen Jinle
A citizen of PRC, Identity Card
Number: 3501821971#
#######
Chen Chenxu
A citizen of PRC, Identity Card
Number: 3501821984########
and,
Party B:
Taicang Kehui Consultants Service
Limited
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 :
1
Party B is a wholly foreign-owned
enterprise incorporated under the laws of the People’s
Republic of China;
2
As of the date of this Agreement, the
Grantors are shareholders of Suzhou Jinkai Textile Co., Ltd.(the
“ Opco ”) and collectively legally hold all of
the shares of Opco;
3
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.
NOW THEREFORE, the Parties hereby have reached the following
agreement upon friendly consultations:
Article 1.
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.
Article 2.
The persons designated by Party B shall
be the full board of Party B (the “ Proxy Holders
”). All Parties agree that all directors of Opco shall be
nominated and appointed by the Proxy Holders according to the
direction of Party B.
Article 3.
Party B agrees to designate such Proxy
Holders pursuant to Section 1 of this Agreement, who shall
represent each of the Grantors to exercise his Voting Rights
pursuant to this Agreement.
Article 4.
All Parties to this Agreement hereby
acknowl
