Exhibit 99.9
VOTING RIGHTS PROXY AGREEMENT
This
Shareholders’ Voting Rights Proxy Agreement (the
“Proxy Agreement”) is entered into as of October
12, 2007 by and among the following parties (each a
“Party” and collectively the
“Parties”) :
Party A: Green
power Environment Technology (Shanghai) Co., Ltd., a wholly foreign
owned limited company incorporated under law of
China
Party B: The
undersigned shareholders of the Company.
Party C: Wuxi
Huayang Electrical Power Equipment Co., Ltd., a corporation
incorporated under the laws of China (the
“Company”);
Registered
Address: No.
9 Yan Yu Zhong Road, Qianzhou Town, Wuxi, China
Chairman:
TANG
Lihua
RECITALS
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A
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Party
A has the expertise in the business of environment protection
technologies, and has entered into a series of agreements with
Party C to, among other things; provide Party C with business
consulting services.
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| B. |
Party
A is engaged in the business of manufacture, processing and sales
of power-station corresponding equipment, hoisting equipment,
chemical industrial equipment, environmental protection equipment,
precipitators, sewage-treatment equipment and flue-gas
desulfurizing equipment; sales of metal materials; dealer and agent
of import/export of various commodities and
technology.
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C.
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As
of the date of the Proxy Agreement, Party B is comprised of
the two registered shareholders of the Company, each legally
holding such equity interest in the Company as set forth below
on the signature page of this agreement. The total shares held
by Party B collectively represent 100% of total outstanding
shares of the Company.
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D.
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Party
B desires to grant to the Board of Directors of Party A a
proxy to vote all of Party B’s shares in the Company for
the maximum period of time permitted by law in consideration
of the issuance to Party B of shares and for other good and
valuable consideration.
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NOW THEREFORE ,
the parties agree as follows:
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1.
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Party
B hereby agrees to irrevocably grant and entrust Party A, for
the maximum period permitted by law, with all of Party
B’s voting rights as a shareholder of the Company. Party
A shall exercise such rights in accordance with and within the
parameters of the laws of the PRC and the Articles of
Association of the Company.
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2.
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Party
A may from time to time establish and amend rules to govern
how Party A shall exercise the powers granted to it by Party B
herein, including, but not limited to, the number or
percentage of directors of Party A which shall be required to
authorize or take any action and to sign documents evidencing
the taking of such action, and Party A shall only take action
in accordance with such rules
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3.
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All
Parties to this Proxy
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