SHAREHOLDERS'
VOTING
PROXY AGREEMENT
BETWEEN
WANG GANGYI
HUANG MIA0
YANG CHANGRUI
AND
BRS (TIANJIN) INVESTMENT MANAGE
CO., LTD.
DECEMBER 2010
TIANJIN CHINA
SHAREHOLDERS’ VOTING PROXY
AGREEMENT
This
Shareholders' Voting Proxy Agreement (the "Agreement") is
entered into as of December 15, 2010, between the following parties
in Tianjin:
Party
A:
A citizen of
PRC, Identity Card Number: 220102196211043315
A citizen of
PRC, Identity Card Number: 120102197802033160
A citizen of
PRC, Identity Card Number: 12010419360916215X
Party
B:
BRS (Tianjin)
Investment Manage 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 Walker Resources Recycling Co., Ltd. (the
"Opco") and collectively legally hold all of the share
equity 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/Executive Director as
the authorized legal representative of Opco.
Article 2. The persons designated by
Party B shall be members of the 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
