VOTING RIGHTS PROXY
AGREEMENT
This Voting
Rights Proxy Agreement (the “ Agreement ”) is
entered into in Tianjin City, People’s Republic of China
(“ PRC ” or “ China ”) as of
September 16, 2010 by and among Tianjin Junhe Enterprise Management
Consulting Co., Ltd. (“ Party A ”), Tianjin
Joway Shengshi Group 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 manufacture and sale of knit goods,
bedding, tourmaline health-care product (excluding edible
products), water filter, and wooden products; wholesale and retail
of gymnasium equipment, daily necessities and stationery;
consulting services on consuming information. 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
