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Exhibit 99.7
VOTING RIGHTS PROXY
AGREEMENT
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.
