Exhibit 10.6
VOTING RIGHTS PROXY
AGREEMENT
This Voting
Rights Proxy Agreement (the “ Agreement ”) is
entered into in Neiqiu County, Hebei Province, People’s
Republic of China (“ PRC ” or “
China ”) as of March 19, 2010 by and among Xingtai
Kalington Consulting Service Co., Ltd. (“ Party A
”), Xingtai Longhai Wire Co., Ltd. (the “
Company ” or “ Party B ”), and the
undersigned shareholders of Party B (the “
Shareholders ”). Party A, Party B and the
Shareholders are each referred to in this Agreement as a “
Party ” and collectively as the “ Parties
.”
RECITALS
1. Party
B is engaged in the business of rolling steel
(wire). Party A has the expertise in consulting, and
Party A has entered into a series of agreements with Party B to
provide Party B with various consulting services.
2
．
The
Shareholders are shareholders of the Company, each legally holding
such amount of equity interest of the Company as set forth on the
signature page of this Agreement and collectively holding 100% of
the issued and outstanding equity interests of the Company
(collectively the “Equity Interest”).
3. The
Shareholders desire to grant to Party A a proxy to vote the Equity
Interest for the maximum period of time permitted by law in
consideration of good and valuable consideration, the receipt of
which is hereby acknowledged and agreed by Party A.
NOW
THEREFORE , the Parties
agree as follows:
1. The
Shareholders hereby agree to irrevocably grant and entrust Party A,
for the maximum period of time permitted by law, with all of their
voting rights as shareholders 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.
2. Party
A may establish and amend rules to govern how Party A shall
exercise the powers granted by the Shareholders herein, including,
but not limited to, the number or percentage of directors of Party
A which shall be required to authorize the exercise of the voting
rights granted by the Shareholders, and Party A shall only proceed
in accordance with such rules.
3. The
Shareholders shall not transfer or cause to be transferred the
Equity Interest to any party (other than Party A or such designee
of Party A). Each Shareholder acknowledges that it will
continue to perform its obligations under this Proxy Agreement even
if one or more of other Shareholders no longer holds any part of
the Equity Interest.
