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股
东表决权委托协议
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Proxy Agreement
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Proxy Agreement
This Proxy
Agreement (the “Agreement”) is entered into as of June
26, 2010 among the following parties in Beijing,
China:
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Beijing
Tsingyuan Hengchang Consulting Co., Ltd.
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Address
：
Room 1004, 10 th Floor,
Building 9, No.1 Zhongguancun East Road, Haidian District,
Beijing
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Shandong
Tsingyuan Brewery Co., Ltd
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Address
：
Linpan Industry Park, Linyi County,
Shandong Province, P.R.C
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Linyi
Hengchang Malt&Brewery Co., Ltd
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Address
：
Hengyuan Economic Development Zone,
Linyi County, Shandong Province, P.R.C
(Linyi
Hengchang Malt&Brewery Co., Ltd, Zhang Dingyou 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”)
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Shandong
Tsingyuan Brewery Co., Ltd (“Brewery” or the
“Company”) was established on December 16, 2005, in
which Linyi Hengchang Malt&Brewery Co., Ltd(“Malt”)
owns 66.8% equity interests of the Company Zhang Dingyou owns 16.6%
equity interests of the Company and Yuan Mingxia owns 16.6% equity
interests of the Company.
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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;
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股
东表决权委托协议
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Proxy Agreement
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Shareholders
are willing unlimitedly entrust the person designated by WOFE with
the shareholder’s voting right at the shareholder’s
meeting of the Company.
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NOW
THEREFORE , the parties
agree as follows:
Article 1
Entrust of Voting Rights
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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”):
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(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;
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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).
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Each
shareholder will assume relevant responsibilities for any legal
consequences by the acts of WOFE to perform the Entrusted
Rights.
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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.
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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.
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股
东表决权委托协议
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Proxy Agreement
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Article 3 Performance of Entrusted
Rights
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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.
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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).
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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 .
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Article 4
Obligation and Remedies
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The parties
hereby agree that WOFE shall not be asked for any remedy or
obligation under the terms of this Agreement.
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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 l
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