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Exhibit 10.6
VOTING RIGHTS PROXY AGREEMENT
This Shareholders’ Voting Rights Proxy Agreement (the
“Proxy Agreement”) is entered into as of June 23, 2008
by and among the following parties (each a “Party” and
collectively the “Parties”) :
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Party A:
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Xi'an Jiahui Real Estate Co., Ltd ("Jiahui")., a joint venture
company incorporated under law of China;
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Party B:
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The undersigned shareholders of the Company;
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Party C:
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Shaanxi Xinyuan Real Estate Co., Ltd. ("Shaanxi"), a corporation
incorporated under the laws of China (the
“Company”);
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Registered Address: 89 Chang’an Middle Rd., Yangming
Int’l Tower 26 th Floor., Xi’an, Shaanxi,
China
Chairman: Shuzhen Yang
RECITALS
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A.
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Party A has the expertise in the business of real estate
development, including sale and lease of real estate;, 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.
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Party B is engaged in the business of the development, sale and
lease of, including but not limited to, the Yan Ta Shopping
Mall (the “Business”);
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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.
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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
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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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