SHAREHOLDERS' VOTING PROXY AGREEMENT AMONG HUAKANG ZHOU AND JILIN DONGSHENG WEIYE SCIENCE AND TECHNOLOGY CO., LTD. November 8, 2006 JILIN PROVINCE, CHINA
SHAREHOLDERS'
VOTING
PROXY
AGREEMENT
AMONG
▇▇▇▇▇▇▇
▇▇▇▇
AND
JILIN
DONGSHENG WEIYE SCIENCE AND TECHNOLOGY CO., LTD.
November
8, 2006
JILIN
PROVINCE,
CHINA
Shareholders'
Voting Proxy Agreement
This
Shareholders' Voting Proxy Agreement (the "Agreement") is entered into as of
November 8, 2006 among the following parties in Jilin Province:
| Party A: |
Jilin
Dongsheng Weiye Science and Technology Co.,
Ltd.
|
| Registered Address: ▇-▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ Blvd., Jilin, Jilin Province, PRC |
| Legal Representative: ▇▇▇▇▇▇ ▇▇ |
| Party B: | ▇▇▇▇▇▇▇ ▇▇▇▇ |
| AN US citizen social security number: ###-##-#### |
In
this
Agreement, Party A and Party B are called collectively as the "Parties" and
each
of them is called as the "Party".
WHEREAS:
1.
Party
A is a wholly foreign-owned enterprise incorporated under the laws of the State
of Delaware");
2.
As of
the date of this Agreement, Party B is the sole officer and majority shareholder
of American Sunrise International, Inc (hereinafter referred to as ASI Company),
which is a wholly foreign-owned enterprise incorporated in the State of
Delaware, the registration number of its legal valid business license is
Delaware file number 41664-91 and its legal registered address is ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇. Party B legally holds 24,315 of the
30,000 authorized common and preferred shares of ASI Company (the “Equity
Shares”).
3.
Party
B desires to appoint the persons designated by Party A to exercise its voting
rights at the shareholders' meeting of ASI Company and Party A is willing to
designate such persons.
NOW
THEREFORE, the Parties hereby have reached the following agreement upon friendly
consultations:
1.
Party
B hereby agrees to irrevocably appoint the persons designated by Party A with
the exclusive right to exercise, on his behalf, all of his Equity Shares voting
rights at the shareholders’ meeting of ASI Company in accordance with the laws
and ASI Company’s Articles of Incorporation, including but not limited to the
rights to sell or transfer all or any of his equity interests of ASI Company,
and to appoint and elect the directors and Chairman as the authorized legal
representative of ASI Company. The voting rights of the Equity Shares shall
be
appointed in the proportions listed on Schedule A of this
Agreement.
2.
The
persons designated by Party A shall be all of the Members of Party A (the "Proxy
Holders"), as listed on Schedule A of this Agreement. Party A agrees that it
shall maintain a board of directors with composition and members identical
to
its own board of directors.
3.
Party
A agrees to designate such Proxy Holders pursuant to Section 1 of this
Agreement, who shall represent Party B to exercise his shareholder's voting
rights pursuant to this Agreement.
4.
All
Parties to this Agreement hereby acknowledge that, regardless of any change
in
the equity interests of ASI Company, Party B shall appoint the persons
designated by Party A with all shareholder's voting rights. All Parties to
this
Agreement agree, Party B cannot transfers its equity interests (the
"Transferor") of ASI Company to any individual or company (other than Party
A or
the individuals or entities designated by Party A), PROVIDED
THAT
Party B
may exchange his shares in ASI for those of Paperclip Software Inc. (“PSI”),
pursuant to the exchange agreement dated November 6, 2006 by and between Party
B, PSI and ASI Company (the “Exchange Agreement”). Upon completion of this
Exchange Agreement, all provisions herein relating to the Equity Shares, ASI
Company and Party B shall apply to the equity shares of PSI owned by Party
B
pursuant to the Exchange Agreement.
5.
Party
B hereby acknowledges that he will continue to perform upon this Agreement
even
if one or more than one of the Proxy Holders do not hold the equity interests
of
ASI Company any more.
6.
Party
B hereby acknowledges that he will withdraw the appointment of the persons
designated by Party A if Party A changes such designated persons and reappoints
the substituted persons designated by Party A as the new Proxy Holders to
exercise his shareholder's voting rights at the shareholder's meeting of ASI
Company.
7.
This
Agreement has been duly executed by the parties' authorized representatives
as
of the date first set forth above and shall become effective upon
execution.
8.
This
Agreement shall not be terminated prior to the completion of the acquisition
of
all of the equity interests in, or all assets of, ASI Company by Party
A.
9.
Any
amendment and termination of this Agreement shall be in written and agreed
upon
by the Parties.
10.
The
conclusion, validity, interpretation, and performance of this Agreement and
the
settlement of any disputes arising out of this Agreement shall be governed
by
the laws and regulations of the People's Republic of China.
11.
This
Agreement is executed in Chinese in two (2) copies; each Party holds one and
each original copy has the same legal effect.
| PARTY A: Jilin Dongsheng Weiye Science and Technology Co., Ltd. | |||
| /s/ | |||
|
Legal Representative/Authorized Representative (Signature): |
|||
| PARTY B: ▇▇▇▇▇▇▇ ▇▇▇▇ | |||
| /s/ | |||
|
Legal Representative/Authorized Representative(Signature): |
|||
| This Agreement is agreed and accepted by: | |||
| American Sunrise International, Inc | |||
|
Legal
Representative/Authorized Representative (Signature):
|
|||
|
|
SCHEDULE
A
| Common Shares | Preferred Shares | |
|
▇▇▇▇▇▇
▇▇
|
9746847
|
946275
|
|
▇▇▇▇▇▇
▇▇
|
919799
|
89298
|
|
▇▇▇▇▇▇▇▇
▇▇▇
|
919799
|
89298
|
|
▇▇▇▇▇▇
▇▇▇▇▇
|
551880
|
53579
|
|
▇▇▇▇▇▇▇
▇▇▇
|
551880
|
53579
|
|
▇▇▇▇▇▇▇
▇▇
|
551880
|
53579
|
|
Qiang
Sui
|
551880
|
53579
|
|
▇▇▇▇▇▇
▇▇
|
551880
|
53579
|
|
▇▇▇▇▇▇▇
▇▇▇
|
367919
|
35719
|