This Proxy Agreement involves
Title: PROXY AGREEMENT
BRS (TIANJIN) INVESTMENT MANAGE CO., LTD.
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:
1. WANG Gangyi
A citizen of PRC, Identity Card Number: 220102196211043315
2. HUANG Miao
A citizen of PRC, Identity Card Number: 120102197802033160
3. YANG Changrui
A citizen of PRC, Identity Card Number: 12010419360916215X
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".
Party B is a wholly foreign-owned enterprise incorporated under the laws of the People's Republic of China;
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;
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