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 .”
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