SHAREHOLDERS' VOTING
PROXY AGREEMENT
AMONG
DALIAN FUSHI ENTERPRISE GROUP CO., LTD.
YANG ▇▇▇
▇▇▇▇ XI ▇▇▇▇
▇▇ ▇▇▇▇ ▇▇▇
AND
DALIAN DIVERSIFIED PRODUCT INSPECTIONS BIMETALLIC CABLE CO., LTD
DECEMBER 13, 2005
DALIAN, CHINA
Shareholders' Voting Proxy Agreement
This Shareholders' Voting Proxy Agreement (the "Agreement") is entered into as
of December 13, 2005 among the following parties in Dalian:
Party A: Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd.
Registered Address: ▇▇.▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇.
Legal Representative: ▇▇ ▇▇
Party B: Dalian Fushi Enterprise Group Co., Ltd.
Registered Address: ▇▇. ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ district, Dalian
Legal Representative: ▇▇ ▇▇
Party C: ▇▇▇▇ ▇▇▇
A citizen of PRC, Identity Card Number:210105681115317
Party D: Yang Xi Shan
A citizen of PRC, Identity Card Number:211202391010301
Party E: Xu ▇▇▇▇ ▇▇▇
A citizen of PRC, Identity Card Number:210221571122078
In this Agreement, Party A, Party B, Party C, Party D and Party E 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 People's Republic of China (the "PRC");
2. As of the date of this Agreement, Party B, Party C, Party D and Party E
are shareholders of Dalian Fushi Bimetallic Manufacturing Co., Ltd. (the "Dalian
Fushi Company") and collectively legally hold all of the equity interest of
Dalian Fushi Company, of which Party B holds 87.73%, Party C holds 10%, Party D
holds 1.64% and Party E holds 0.63%;
3. Each of Party B, Party C, Party D and Party E desires to appoint the
persons designated by Party A to exercise its shareholder's voting rights at the
shareholders' meeting of Dalian Fushi Company and Party A is willing to
designate such persons.
NOW THEREFORE, the Parties hereby have reached the following agreement
upon friendly consultations:
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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
shareholder's voting rights at the shareholder's meeting of Dalian Fushi Company
in accordance with the laws and Dalian Fushi Company's Articles of Association,
including but not limited to the rights to sell or transfer all or any of his
equity interests of Dalian Fushi Company, and to appoint and elect the directors
and Chairman as the authorized legal representative of Dalian Fushi Company.
2. The persons designated by Party A shall be the full board of Party A
(the "Proxy Holders"). Party A agrees that it shall maintain a board of
directors with composition and members identical to the board of directors of
the US parent company of Party A (Parallel Technologies, Inc.).
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. Party C hereby agrees to irrevocably appoint the Proxy Holders with the
exclusive right to exercise, on his behalf, all of his shareholder's voting
rights at the shareholder's meeting of Dalian Fushi Company in accordance with
the laws and Dalian Fushi Company's Article of Association, including but not
limited to the rights to sell or transfer all or any of his equity interests of
Dalian Fushi Company, and to appoint and elect the directors and Chairman as the
authorized representative of Dalian Fushi Company.
5. 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.
6. Party D hereby agrees to irrevocably appoint the Proxy Holders with the
exclusive right to exercise, on his behalf, all of his shareholder's voting
rights at the shareholder's meeting of Dalian Fushi Company in accordance with
the laws and Dalian Fushi Company's Article of Association, including but not
limited to the rights to sell or transfer all or any of his equity interests of
Dalian Fushi Company, and to appoint and elect the directors and Chairman as the
authorized representative of Dalian Fushi Company.
7. 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.
8. Party E hereby agrees to irrevocably appoint the Proxy Holders with the
exclusive right to exercise, on his behalf, all of his shareholder's voting
rights at the shareholder's meeting of Dalian Fushi Company in accordance with
the laws and Dalian Fushi Company's Article of Association, including but not
limited to the rights to sell or transfer all or any of his equity interests of
Dalian Fushi Company, and to appoint and elect the directors and Chairman as the
authorized representative of Dalian Fushi Company.
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9. 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.
10. All Parties to this Agreement hereby acknowledge that, regardless of
any change in the equity interests of Dalian Fushi Company, each Party B, C, D
and E shall appoint the person designated by Party A with all shareholder's
voting rights. All Parties to this Agreement agree, none of Party B, Party C,
Party D and Party E can transfers his equity interests (the "Transferor") of
Dalian Fushi Company to any individual or company (other than Party A or the
individuals or entities designated by Party A).
11. Each of Party B, Party C, Party D and Party E hereby acknowledges that
he will continue to perform this Agreement even if one or more than one of them
do not hold the equity interests of Dalian Fushi Company any more.
12. Each of Party B, Party C, Party D and Party E hereby acknowledges that
he will withdraw the appointment of the persons designated by Party A if Party A
change such designated person and reappoint 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 Dalian Fushi Company.
13. 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.
14. This Agreement shall not be terminated prior to the completion of
acquisition of all of the equity interests in, or all assets of, Dalian Fushi by
Party A;
15. Any amendment and termination of this Agreement shall be in written
and agreed upon by the Parties.
16. 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.
17. This Agreement is executed in Chinese in five (5) copies; each Party
holds one and each original copy has the same legal effect.
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[No Text Below, Signature Page Only]
PARTY A: Dalian Diversified Product Inspections Bimetallic Cable Co., Ltd.
(Seal)
Legal Representative/Authorized Representative(Signature):
PARTY B: Dalian Fushi Enterprise Group Co., Ltd. (Seal)
Legal Representative/Authorized Representative(Signature):
PARTY C: ▇▇▇▇ ▇▇▇
(Signature):
PARTY D: Yang Xi Shan
(Signature):
PARTY E: Xu ▇▇▇▇ ▇▇▇
(Signature):
This Agreement is agreed and accepted by:
Dalian Fushi Bimetallic Manufacturing Co., Ltd. (Seal)
Legal Representative/Authorized Representative(Signature):
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