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:
1.
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 t
