SHAREHOLDERS' VOTING
PROXY AGREEMENT
AMONG
DALIAN FUSHI ENTERPRISE GROUP CO., LTD.
YANG YUE
YANG XI SHAN
XU CHUN YAN
AND
DALIAN DIVERSIFIED PRODUCT INSPECTIONS BIMETALLIC CABLE CO.,
LTD
DECEMBER 13, 2005
DALIAN, CHINA
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Shareholders' Voting Proxy Agreement
This Shareholders' Voting Proxy Agreement
(the "Agreement") is entered into as
of December 13, 2005 among the following
parties in Dalian:
Party A: Dalian Diversified
Product Inspections Bimetallic Cable Co., Ltd.
Registered Address: No.50 Anshan Road, shahekou District,
Dalian.
Legal Representative: Fu Li
Party B: Dalian Fushi
Enterprise Group Co., Ltd.
Registered Address: No. 999, Wuyi Road, Jinzhou district,
Dalian
Legal Representative: Fu Li
Party C: Yang Yue
A citizen of PRC, Identity Card Number:210105681115317
Party D: Yang Xi Shan
A citizen of PRC, Identity Card Number:211202391010301
Party E: Xu Chun Yan
A citizen of PRC, Identity Card Number:210221571122078
In this Agreement, Party A, Party B, Party
C, Party D and Party E are called
collectively as the "Parties" and each of
them is called as the "Party".
WHEREAS:
1. Party A
is a wholly foreign-owned enterprise incorporated under the
laws of the People's Republic of China (the
"PRC");
2. As of the date of this
Agreement, Party B, Party C, Party D and Party E
are shareholders of Dalian Fushi Bimetallic
Manufacturing Co., Ltd. (the "Dalian
Fushi Company") and collectively legally
hold all of the equity interest of
Dalian Fushi Company, of which Party B
holds 87.73%, Party C holds 10%, Party D
holds 1.64% and Party E holds 0.63%;
3. Each of
Party B, Party C, Party D and Party E desires to appoint the
persons designated by Party A to exercise
its shareholder's voting rights at the
shareholders' meeting of Dalian Fushi
Company and Party A is willing to
designate such persons.
NOW
THEREFORE, the Parties hereby have reached the following
agreement
upon friendly consultations:
-1-
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1. Party B hereby agrees to
irrevocably appoint the persons designated by
Party A with the exclusive right to
exercise, on his behalf, all of his
shareholder's voting rights at the
shareholder's meeting of Dalian Fushi Company
in accordance with the laws and Dalian
Fushi Company's Articles of Association,
including but not limited to the rights to
sell or transfer all or any of his
equity interests of Dalian Fushi Company,
and to appoint and elect the directors
and Chairman as the authorized legal
representative of Dalian Fushi Company.
2. The
persons designated by Party A shall be the full board of Party
A
(the "Proxy Holders"). Party A agrees that
it shall maintain a board of
directors with composition and members
identical to the board of directors of
the US parent company of Party A (Parallel
Technologies, Inc.).
3. Party A
agrees to designate such Proxy Holders pursuant to Section 1 of
this Agreement, who shall represent Party B
to exercise his shareholder's voting
rights pursuant to this Agreement.
4. Party C
hereby agrees to irrevocably appoint the Proxy Holders w
