SHAREHOLDERS' VOTING
PROXY AGREEMENT
AMONG
HUAKANG ZHOU
AND
JILIN DONGSHENG WEIYE SCIENCE AND
TECHNOLOGY CO., LTD.
November 8, 2006
JILIN PROVINCE, CHINA
Shareholders'
Voting Proxy Agreement
This
Shareholders' Voting Proxy Agreement (the "Agreement") is entered
into as of November 8, 2006 among the following parties in Jilin
Province:
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Party
A:
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Jilin
Dongsheng Weiye Science and Technology Co., Ltd.
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Registered Address: 0-800 Jifong Highway,
Jiangnan Blvd., Jilin, Jilin Province, PRC
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Legal
Representative: AIDONG YU
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AN US
citizen social security number: 104-68-6412
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In this
Agreement, Party A and Party B 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
State of Delaware");
2. As of the
date of this Agreement, Party B is the sole officer and majority
shareholder of American Sunrise International, Inc (hereinafter
referred to as ASI Company), which is a wholly foreign-owned
enterprise incorporated in the State of Delaware, the registration
number of its legal valid business license is Delaware file number
41664-91 and its legal registered address is 18 Kimberly Court,
East Hanover, New Jersey 07936. Party B legally holds 24,315 of the
30,000 authorized common and preferred shares of ASI Company (the
“Equity Shares”).
3. Party B
desires to appoint the persons designated by Party A to exercise
its voting rights at the shareholders' meeting of ASI Company and
Party A is willing to designate such persons.
NOW THEREFORE,
the Parties hereby have reached the following agreement upon
friendly consultations:
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 Equity Shares voting rights at the shareholders’ meeting
of ASI Company in accordance with the laws and ASI Company’s
Articles of Incorporation, including but not limited to the rights
to sell or transfer all or any of his equity interests of ASI
Company, and to appoint and elect the directors and Chairman as the
authorized legal representative of ASI Company. The voting rights
of the Equity Shares shall be appointed in the
proportions
