VOTING RIGHTS PROXY
This Voting Rights Proxy Agreement (the “ Agreement ”) is entered into in Yun County, Hubei Province, People’s Republic of China (“ PRC ” or “ China ”) as of November 10, 2010 by and among Great Mountain Information Consulting Co., Ltd. (“ Party A ”) and the undersigned shareholders (the “ Shareholders ”) of Hubei Jinlong Cement Co., Ltd. (“Jinlong”). Party A and the Shareholders are each referred to in this Agreement as a “ Party ” and collectively as the “ Parties ”. Jinlong is made a party to this Agreement for the purpose of acknowledging the Agreement.
R E C I T A L S
1. Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in consulting for International economic, technological and environmental information; developing the saving energy technology; the development and application of resource recycling machine utilization technology and the production of emissions re-use technology, and Jinlong is engaged in the manufacturing and sales of the cement; the car freight (limited to branch operations); retail of auto parts and lubricants; mining and sales of limestone (collectively the “Business”). Party A and Jinlong have entered into a certain Consulting Services Agreement dated November 10, 2010 (the “Consulting Services Agreement”) in connection with the Business.
2. The Shareholders are shareholders of Jinlong, each legally holding such amount of equity interest of Jinlong as set forth on the signature page of this Agreement and collectively holding 100% of the equity interests of Jinlong (collectively the “ Equity Interest ”).
3. In connection with the Consulting Services Agreement, the Parties have entered into a certain Operating Agreement dated November 10, 2010, pursuant to which the Shareholders now desire to grant to Party A proxy to vote the Equity Interest for the maximum period of time permitted by law in consideration of Party A’s obligations thereunder.
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 Jinlong. 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 Jinlong.
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 Agreement even if one or more of other Shareholders no longer hold any part of the Equity Interest.
4. This Pr