|
EXECUTION COPY
VOTING AGREEMENT
THIS VOTING AGREEMENT (this " Agreement ")
is made and entered into as of December 27, 2006 by and among (1)
China Shen Zhou Mining & Resources, Inc., a Nevada corporation
(the " Company "), (2) Ms. Yu Xiao Jing (PRC ID No.
620402195701131322) and Mr. Xu Xue Ming (PRC ID No.
152826196107120416), each being individuals resident in the
People’s Republic of China (each a " Shareholder " and
together the " Shareholders ") and (3) Citadel Equity Fund
Ltd. (" Citadel ").
RECITALS
WHEREAS, pursuant to a notes purchase agreement
dated on or about the date hereof and made between the Company and
Citadel (the " Notes Purchase Agreement "), Citadel has
agreed to purchase from the Company, and the Company has agreed to
issue and sell to Citadel, 6.75% Senior Convertible Notes due 2012
of the Company (the " Notes ") in the aggregate initial
principal amount of US$28,000,000.
WHEREAS, the Notes Purchase Agreement provides
that the execution and delivery of this Agreement by the parties
shall be a condition precedent to the consummation of the
transactions contemplated under the Notes Purchase
Agreement.
NOW, THEREFORE, in consideration of the foregoing
recitals, the mutual promises hereinafter set forth, and other good
and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereby agree as
follows:
1.
DEFINITIONS
For all purposes of this Agreement, defined terms used but not
otherwise defined herein shall have the meanings given to such
terms in the Notes Purchase Agreement.
2.
BOARD REPRESENTATION .
2.1
Citadel Nominees . Citadel shall be entitled to
make the Citadel Election (as defined below) for up to two
(2) individuals (each a " Citadel Nominee " and together,
the " Citadel Nominees ") to serve on the Company’s
Board of Directors during the Term (as defined in Section 4.1);
provided , that the appointment or election of the second
Citadel Nominee shall take place on or after the earlier of (i) an
increase in the size of the Board of Directors following the
appointment or election of the first Citadel Nominee or (ii) the
date of approval of the listing of the Company’s Common Stock
on the New York Stock Exchange, the National Association of
Securities Dealers Automated Quotation National Market or the
American Stock Exchange; provided further , that at
least one (1) of Citadel Nominees for whom the Citadel Election has
been made shall qualify as an independent director under then
applicable laws and requirements of the applicable stock exchange,
including the Sarbanes-Oxley Act of 2002.
2.2
Citadel Election . If Citadel provides written
notice to the Company informing the Company of (i) its election
(the " Citadel Election ") to be represented on the Board of
Directors and (ii) the name(s) of the Citadel Nominee(s), then, as
soon as practicable after its receipt of such notice from Citadel,
but in no event later than ten (10) Business Days after such
receipt, the Company shall:
(a)
provide notice of the Citadel Election to the Company’s
Board of Directors and the Shareholders, and
(b)
take all necessary actions so as to permit the Citadel
Nominee(s) to be duly appointed or elected as members of the
Company’s Board of Directors.
Subject to the conditions and limitations set
forth herein, the Citadel Election may be exercised by Citadel at
any time in its sole discretion.
2.3
Size of the Board of Directors . The Company shall
take all necessary action, from time to time and at all times, so
as to (i) maintain the total size of the Board of Directors
(including vacancies) to permit the Citadel Nominees to be
appointed to the Board of Directors and (ii) ensure that the total
size of the Board of Directors does not exceed seven (7) members at
any time.
2.4
Voting Agreement . Each Shareholder agrees to vote,
or cause to be voted, all shares of the Company’s Common
Stock (the " Common Stock ") owned by such Shareholder (of
record or through a brokerage firm or other nominee arrangement),
or over which such Shareholder has voting control, from time to
time and at all times, in whatever manner as shall be
necessary:
(a)
to ensure that at each annual or special meeting of shareholders
at which an election of directors is held or pursuant to any
written consent of the shareholders, the Citadel Nominees are duly
elected to the Board of Directors;
(b)
to ensure that the size of the Board of Directors is sufficient
to permit the appointment and/or election of the Citadel Nominees
to the Board of Directors;
(c)
to ensure that the total size of the Board of Directors does not
exceed seven (7) members at any time; and
(d)
to amend or supplement the by-laws of the Company, if and to the
extent necessary to give effect to the transactions contemplated in
this Agreement.
2.5
Vacancies . Any vacancies created by the
resignation, removal or death of a Citadel Nominee appointed or
elected to the Board of Directors shall be filled pursuant to the
provisions of this Section 2.
3.
Representations and Warranties .
3.1
Ms. Yu is the sole legal and beneficial owner of 14,917,000
shares of Common Stock, and Mr. Xu is the sole legal and beneficial
owner of 1,870,000 shares of Common Stock, in each case free and
clear of any Lien except for the Lien created by the Share Pledge
Agreement dated as of the date hereof by and among the parties
named therein (the " Share Pledge Agreement ") and the Prior
Lien (as defined in the Share Pledge Agreement). All of the Common
Stock held by each Shareholder has been duly authorized and validly
issued and is fully paid and non-assessable.
3.2
Each of the Shareholders has full power and authority to make,
enter into and carry out the terms of this Agreement. This
Agreement has been duly executed and delivered by each such
Shareholder and consti
| 
