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Confidential
Translation Version Solely for
Reference
SHAREHOLDERS’ VOTING
RIGHTS
PROXY AGREEMENT
REGARDING
SHANGHAI EWORLDCHINA INFORMATION
TECHNOLOGIES CO., LTD.
AMONG
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SHANGHAI EWORLDCHINA
INFORMATION TECHNOLOGIES CO., LTD.
LI ZHI GANG
AND
LI HUI
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DATED May 11, 2007
Confidential
SHAREHOLDERS’
VOTING RIGHTS
PROXY AGREEMENT
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This Shareholders’ Voting Rights Proxy
Agreement (the "
Agreement ") is entered into in Shanghai, the People’s
Republic of China (the " PRC ") as of May 11,
2007 by and among the following parties:
(1)
(the “
WFOE ”)
Contact Address:
1088 South Pudong Road, Suite 1603,
Shanghai;
(2) Shanghai EworldChina Information Technologies Co.,
Ltd.
(the “
Target Company
”)
Contact
Address: 1088 South Pudong
Road, Suite 1202, Shanghai;
(3) LI ZHI GANG
a PRC citizen (identity card
number:
420984197001270018);
(4) LI HUI(
, a PRC citizen (identity card
number: 310108198101161539).
(Li Zhi Gang(
and Li Hui
are hereinafter
referred to individually as a
" Shareholder " and
collectively as the " Shareholders ".)
Whereas :
| 1.
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The Shareholders are
currently the only shareholders of the Target Company, legally
holding all the equity interest in the Target Company; |
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| 2.
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The Shareholders
intend to respectively entrust individuals designated by the WFOE
to exercise their voting rights in respect of the Target Company
and the WFOE consents to designate such individuals for the
entrustment hereunder. |
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Upon friendly consultations, the
parties hereby agree as follows:
Article 1 Voting
Rights Entrustment
| 1.1
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The Shareholders
hereby irrevocably undertake that they shall execute a Power of
Attorney upon the execution of this Agreement, entrusting Mr. Jin
Jiafeng (Identity Card No.: 310103197302062418, the “
Proxy ”) to exercise the following rights entitled to
them respectively as the shareholders of the Target Company subject
to the PRC laws and pursuant to the then effective articles of
association of the Target Company (collectively the "
Entrusted Rights
"): |
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| (1)
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Attending
shareholders’ meetings of the Target Company as proxy of the
Shareholders; |
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WFOE&EworldChina Proxy
Agreement
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| (2)
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Exercising voting
rights on behalf of the Shareholders on all issues (including but
not limited to appointment and election of the directors, general
managers and other senior management of the Target Company)
required to be discussed and resolved by the shareholders’
meeting; |
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| (3)
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Proposing to convene
extraordinary shareholders’ meetings; |
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| (4)
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Any voting rights of
shareholders stipulated by law, and |
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| (5)
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Other voting rights of
Shareholders under the articles of association of the Target
Company (including such other voting rights of shareholders as
provided after amendment to such articles of
association). |
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| 1.2
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The precondition of
the above authorization and entrustment is that the Proxy is a PRC
citizen and the WFOE consents to such authorization and
entrustment. |
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When and only when a
written notice is issued by the WFOE to the Shareholders with
respect to the removal of the Proxy, the Shareholders shall
immediately revoke the entrustment to the existing Proxy hereunder,
and entrust any other PRC citizen then designated by the WFOE to
exercise the Entrusted Rights in accordance with this Agreement,
and the new Power of Attorney shall supersede the previous one once
it is executed. Except for the above circumstances, the
Shareholders shall not revoke the authorization and entrustment to
the Proxy. |
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| 1.3
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The Proxy shall
perform the entrusted obligations lawfully with diligence and duty
of care pursuant to the laws and provisions of the articles of
associations of the Target Company within the authorization scope
hereunder, and ensure that the convening procedures of the meeting,
voting method and content of the relevant shareholders’
meeting will not contravene the laws, administrative regulations or
the articles of association of the Target Company; the Shareholders
shall acknowledge and be liable to any legal consequences arising
from the Proxy’s exercise of the aforesaid Entrusted
Rights. |
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| 1.4
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The Shareholders
hereby acknowledge that prior consultation with the Shareholders by
the Proxy when exercising the aforesaid Entrusted Rights is not
necessary, unless otherwise stipulated by the PRC laws. However,
the Proxy shall inform the Shareholders in a timely manner of any
resolution or proposal on convening an extraordinary
shareholders’ meeting after such resolution or proposal is
made. |
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Article 2 Right to
Information
For the purpose of exercising the
Entrusted Rights hereunder, the Proxy is entitled to have access to
the information concerning the Target Company’s operation,
business,
WFOE&EworldChina Proxy
Agreement
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clients, finance, staff, etc., and
to review relevant materials in connection with the Target Company
(including but not limited to, any books, statements, contracts,
internal correspondences, all the minutes of board meetings and
other documents relating to the financial, business and operation
status). The Target Company shall fully cooperate in this
regard.
Article 3 Exercise
of Entrusted Rights
| 3.1
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The Shareholders shall
provide sufficient assistance to the Proxy for his or her exercise
of the Entrusted Rights, including prompt execution of the
resolutions of the shareholders’ meeting of the Target
Company prepared by the Proxy or other relevant legal documents
when necessary (e.g., when the submission of such documents is
necessary for the approval of, registration or filing with
governmental authorities). |
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| 3.2
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If at any time within
the term of this Agreement, the entrustment or exercise of the
Entrusted Rights hereunder is unenforceable for any reason (except
for the default by a Shareholder or the Target Company), the
parties shall immediately seek the alternative plan which is most
similar to the unenforceable provision and, if necessary, enter
into supplementary agreement to amend or adjust the provisions
herein, so as to ensure the fulfilment of the purpose
hereof. |
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Article 4
Exemption and Indemnification
The Target Company and the
Shareholders agree to hold the WFOE and the Proxy
harmless
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