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Proxy Agreement

Proxy Agreement

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SABRE INDUSTRIAL, INC. | Beijing Tsingyuan Hengchang Consulting Co, Ltd | Business Consulting | Linyi Hengchang BreweryMalt Co, Ltd

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Title: Proxy Agreement
Date: 9/24/2010

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Proxy Agreement


Proxy Agreement


This Proxy Agreement (the “Agreement”) is entered into as of June 26, 2010 among the following parties in   Beijing, China:



Beijing Tsingyuan Hengchang Consulting Co., Ltd.

Address Room 1004, 10 th Floor, Building 9, No.1 Zhongguancun East Road, Haidian District, Beijing



Linyi Hengchang Brewery&Malt Co., Ltd

Address Hengyuan Economic Development Zone, Linyi County, Shandong Province, P.R.C



Zhang Dingyou

ID 371424196712124816




Zhang Dingfu

ID 37242819531118481X




Yuan Mingxia

ID 37142419800510484X



 (Zhang Dingyou, Zhang Dingfu and Yuan Mingxia hereinafter referred to as the “The existing shareholders” or “shareholders”, all the parties hereinafter collectively referred to as the “PARTIES” and individually as a “PARTY”)





Linyi Hengchang Brewery&Malt Co., Ltd (“Malt” or the “Company”) was established on March 3, 2004, in which Zhang Dingyou owns 89.9% equity interests of the Company, Zhang Dingfu owns 6.2% equity interests of the Company and Yuan Mingxia owns 3.9% equity interests of the Company.



Beijing Tsingyuan Hengchang Consulting Co., Ltd. (“WOFE”) is a wholly foreign-owned limited company legally registered and existing in Beijing, P.R.C, with the main business scope of Business Consulting and Services;







Proxy Agreement




Shareholders are willing unlimitedly entrust the person designated by WOFE with the shareholder’s voting right at the shareholder’s meeting of the Company.


NOW THEREFORE , the parties agree as follows:


Article 1 Entrust of Voting Rights



Shareholders hereby agrees to irrevocably entrust the person designated by WOFE with his shareholder’s voting rights and other shareholder’s right for representing him to exercise such rights at the shareholder’s meeting of the Company in accordance with the laws and its Article of Association as the following (hereafter referred to as “Entrusted Rights”):


(1)      As representative of the shareholders to attend the meeting;


(2)      Representing to act shareholders’ voting rights in shareholder’s meetings;


(3)      Call on for temporary shareholders’ meetings;




Act other voting rights in accordance with articles of association of the Company (including other voting rights of shareholders in the restated articles of association).



Each shareholder will assume relevant responsibilities for any legal consequences by the acts of WOFE to perform the Entrusted Rights.



Shareholders hereby agree that WOFE can perform the above Entrusted Rights without consent of the shareholders. However, WOFE shall notify each shareholder immediately after resolutions are reached.


Article 2 Knowledge



In order to realize the Entrusted Rights, WOFE is entitled to learn about any information related to the Company’s operation, business, client, accounting, and employees, and review related materials. The Company shall use all its best endeavors to cooperate.







Proxy Agreement


 Article 3 Performance of Entrusted Rights



Under necessary circumstances, WOFE can designate a person (one or several) within its Company who accepts the entrustment authorized by Shareholders pursuant to the Article 1 of this Agreement, and this person shall represent to exercise his shareholder’s voting rights and shareholder’s rights pursuant to this Agreement.



Shareholders shall offer full assistance to help WOFE act its entrusted rights, including signing shareholders’ resolution and other related legal documents concerning the Company decided by WOFE, such as documents to meet governmental requirements for approval and registration).



If in any time within the term of the Agreement, the entrusted rights cannot be realized by any reason excluding the breach of agreement by the shareholders and the Company, each party shall impel a similar replacement, and sign amendments to revise or adjust the terms and conditions of this Agreement to assure the realization of the purpose of this Agreement .


Article 4 Obligation and Remedies



The parties hereby agree that WOFE shall not be asked for any remedy or obligation under the terms of this Agreement.



The shareholders and the Company agree to remedy any losses of WOFE incurred under the terms of this Agreement and prevent it from damages, including but not limited to losses related to laws suits, arbitrations, claims, governmental administrative searches, penalties, provided that such losses are due to WOFE’s intentional act or serious negligence.


Article 5 Representations and Warranties



The shareholders jointly and severally represent and warrant as the following




Each of them has the legal right and full power and authority to enter into and perform this Agreement, which when executed will constitute valid and binding obligations in accordance with their respective terms.







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