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Proxy Agreement (english Version)

Proxy Agreement

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 This Proxy Agreement involves

FANGXING HOLDING INC. | China Complant Group Inc | Henan Complant Mechanical Electrical Equipment Group Co, Ltd

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Title: Proxy Agreement (English Version)
Date: 1/14/2011

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                          Proxy Agreement

                         (English Version)


This Proxy Agreement (the "Agreement") is entered into as of December

20, 2010, among the following parties:


PARTY A: China Complant Group Inc.

Legal Address: 665 Ellsworth Avenue, New Haven, CT 06511, USA.


PARTY B: Henan Complant Mechanical & Electrical Equipment Group Co., Ltd.

Legal Address: Floor 12, FuTian Oriental Plaza, HangHai East Road, ZhenZhou, HeNan, 450000, China.


PARTY C: The Chairman and each of the Shareholders who collectively own

100% of the Class A of the Common stocks; and those shareholders represent

majority of the voting power and registered capital in Party B.

Legal Address: Floor 12, FuTian Oriental Plaza, HangHai East Road, ZhenZhou, HeNan, 450000, China.


WHEREAS, Party A is a business company incorporated under the laws of Nevada, USA;


WHEREAS, Party B is a company with exclusively domestic capital registered in the People's Republic of China, and engaged in designing and manufacturing of air separating equipment, and undertaking internationally contracted projects of EPC (Engineering, Procurement and Construction) etc.;


WHEREAS, Part A has entered a series of agreements, collectively the "Main Agreements", which include "Exclusive Consult and Services Agreement", "Operating Agreement" and "Equity Pledge Agreement", and "Exclusive Option Agreement", with Part B, or Part B and Part B's shareholders together, concurrently with this Agreement;


WHEREAS, Party A, Part B and Part C agree to further clarify issues relative to the exercise of voting power over the registered capital of Party B occupied and held by Party C pursuant to provisions of this Agreement.


NOW THEREFORE, Party A, Part B and Part C through negotiations hereby agree as follows through mutual negotiations:



Authorization of Voting Power


     1.1 Party C (Chairman and each shareholder) hereby irrevocably authorizes Party A, or any of Party A's designees ("Designee") to undertake and exercise all of his voting rights as a shareholder of Party B pursuant to the laws of the People's Republic of China (PRC) and the company documents of Party B ("Authorized Rights") for the period specified in Article 3 hereunder. The Authorized Rights include, but are not limited to:


     (a) Fully represent of such shares in all cases.


     (b) Make attendance of the shareholder meetings, and execution of the voting power of such shares of Party B either in person or by proxy.


     (c) Appoint the Party B's directors.


     1.2 Party A approves the authorization involved in Article 1.1, and may from time to time establish and amend rules to govern how Part A shall exercise such Authorized Rights in the names of Party C according to the provisions of this Agreement.


     1.3 Party B recognizes and approves this Authorized Rights, and shall not take any eff

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