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PROXY AND VOTING
AGREEMENT
(English
Translation)
This
Proxy and Voting Agreement (the “Agreement”) is
entered into as of August 25, 2006 among the following
partiesæ
Shiming
(Xi’an) Enterprise Management Consulting Co., Ltd.
Gaoxin 2
nd Road, Shaanxi Security Plaza,
Xi’an
High Tech and New Technology Development Zone,
Xi’an,
Shaanxi Province, China 710075,
Legal
Representative: Shiming Wang
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Party
B: The undersigned
shareholders of Shiming Science & Technology Joint Stock Co.,
Ltd., a corporation incorporated under the laws of the
People’s Republic of China (“Shiming
Company”).
In this
Agreement, Party A and Party B are called collectively the
“Parties” and each of them is individually called a
“Party.”
A. Party A is a company incorporated in
Xi’an, China under the laws of the People’s Republic of
China, which has the technological expertise in development and
sales of consumer electronics.
B. As of the date of the Agreement Party B is
comprised of holders of substantially all of the issued and
outstanding shares of Shiming Company, and each member of Party B
legally holds the equity interest in Shiming Company set forth
opposite Party B’s name in Annex 1. The total shares held by
Party B collectively are over 95% of total outstanding shares of
Shiming Company.
C. Party B desires to grant to the Board of
Directors of Party A a proxy to vote all of Party B’s shares
in Shiming Company for the maximum period of time permitted by law
in consideration of the issuance to Party B of shares of the Cayman
Company and for other good and valuable consideration.
NOW THEREFORE,
the Parties hereby have reached the following agreement upon
friendly consultations:
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1.
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Party B hereby
agrees to irrevocably entrust Party A for the maximum period
permitted by law, with all of Party B’s voting rights as a
shareholder of Shiming Company. Party A shall exercise such rights
in accordance with the laws of the PRC and the Articles of
Association of Shiming Company.
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2.
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Party A may
from time to time establish and amend rules to govern how Party A
shall exercise the powers granted to it by Party B herein,
including, but not limited to, the number or percentage of
directors of Party A which shall be required to authorize or take
any action and to sign documents evidencing the taking of such
action, and Party A shall only take action in accordance with such
rules.
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3.
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All Parties to
this Agreement hereby acknowledge that, regardless of any change in
the equity interests of Shiming Company, Party B shall appoint the
person designated by Party A with all shareholder’s voting
rights. Party B shall not transfer its equity interests of Shiming
Company to any individual or company (other than Party A or the
individuals or entities designated by Party A). Party B
ack
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