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Exhibit 10.8
SHAREHOLDERS’
VOTING
PROXY AGREEMENT
BETWEEN
SHAREHOLDERS OF XINGTAI ZHONGDING
JIYE REAL ESTATE DEVELOPMENT CO., LTD.
AND
SHIJIAZHUANG KIRIN MANAGEMENT
CONSULTING CO.,
LTD.
NOVEMBER 2010
Shareholders’ Voting Proxy
Agreement
This Shareholders’ Voting
Proxy Agreement (the “Agreement” ) is entered
into as of November 22, 2010, between the following
parties:
Party A:
All shareholders as specified in
Appendix A
and,
Party B:
Shijiazhuang Kirin Management
Consulting Co., Ltd.
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 Xingtai Zhongding Jiye Real Estate
Development 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 Article 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
acknowledge that, regardless of any change in the shares of Opco,
Each of the G
