EXHIBIT
10.5
AUTHORIZATION
This
Authorization (the “Authorization”) is made by and
between the following parties on June 24, 2005:
PARTY
A: TAIYUAN PUTAI BUSINESS CONSULTING CO., LTD.
LEGAL ADDRESS:
426 Xuefu Street, Taiyuan, Shanxi Province, China
PARTY
B: SHANXI PUDA RESOURCES CO., LTD.
LEGAL ADDRESS:
426 Xuefu Street, Taiyuan, Shanxi Province, China
ADDRESS: 16-1
Tianditan Wuxiang, Xinghualing District, Taiyuan, Shanxi Province,
China
In this
Authorization, each Party A, Party B and Party C shall be referred
to individually as a “Party”, and they shall be
collectively referred to as the “Parties”.
WHEREAS , Party A is a wholly foreign owned enterprise
registered in The People's Republic of China (the "PRC") under the
laws of the PRC;
WHEREAS , Puda Investment Holding Limited
(“Puda”), an International Business Company
incorporated in the British Virgin Islands, owns all of the
registered capital of Party A;
WHEREAS , Party B is a domestic company with exclusively
domestic capital registered in the PRC and is engaged in the
business of coal crushing, preparation and cleaning
(“Business”);
WHEREAS , Party A has established a business
relationship with Party B by entering into an Exclusive Consulting
Agreement dated the same date hereof (“Consulting
Agreement”), an Operating Agreement dated same date hereof
(“Operating Agreement”), and a Technology License
Agreement dated the same date hereof (“License
Agreement”) (collectively the foregoing agreements are
hereinafter referred to as the “Affiliation
Agreements”);
WHEREAS , Party B is an affiliated Chinese entity of
Party A;
WHEREAS , pursuant to the Affiliation Agreements between
Party A and Party B, Party B shall pay Party A certain fees as set
forth in the Affiliation Agreements, and Party B’s daily
operations will have a material effect on its ability to pay the
fees payable to Party A;
WHEREAS , Party C presently owns 80% of the registered
capital of Party B; and
WHEREAS , Party A, Party B and Party C agree to further
clarify matters relating to the operation of Party B and its
Business, the governance of Party B, and the exercise of voting
power over the registered capital of Party B owned and held by
Party C pursuant to provisions of this Authorization.
NOW,
THEREFORE, upon
mutual discussions and negotiations, the Parties have reached the
following agreements:
1.
Authorization of Voting Power
1.1
Party C hereby irrevocably authorizes Party A to undertake
and exercise all of his rights as a holder and owner of registered
capital of Party B (“Holder”) pursuant to the laws of
the PRC and the organization documents of Party B
(“Authorized Rights”). The Authorized Rights include,
but are not limited to: (a) appointment of Party A as the duly
authorized representative of the Holder; (b) participation in the
meetings of the Holders and voting of the registered capital of
Party B either in person or by proxy; (c) appointment of Party
B’s directors; and (d) auditing the financial information of
Party B.
1.2
Party A accepts the authorization contained in Section 1.1
and shall exercise such Authorized Rights in the name of Party C
according to the provisions of this Authorization.
1.3
Party B acknowledges and accepts this Authorization and shall
not take any actions or act in any manner inconsistent with the
provisions of this Authorization.
1.4
Party C agrees that, upon the request of Party A at any time
and from time to time, it will execute any and all further
documentation including, without limitation, powers of attorney,
voting rights authorizations and/or proxies, to enable Party A to
exercise the Authorized Rights granted to it hereunder at any
meeting of the holders of Party B’s registered capital, and
to further take any and all actions necessary for Party A to
exercise the Authorized Rights hereunder.
2.
Term of Authorization
The term of
this authorization
