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PROXY AGREEMENT

Proxy Agreement

PROXY AGREEMENT | Document Parties: BRS GROUP INC | BRS (TIANJIN) INVESTMENT MANAGE CO, LTD You are currently viewing:
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BRS GROUP INC | BRS (TIANJIN) INVESTMENT MANAGE CO, LTD

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Title: PROXY AGREEMENT
Date: 8/15/2011

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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:

 

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

 

and,

 

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


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