Voting Proxy Agreement

by and between

Chongqing Difa Investment Management Limited Company

and

Haoji Xia,,Wanting Fei

As

The Shareholders of Chongqing Zhongbao Investment Group Limited Liability Company

VOTING PROXY AGREEMENT

This Voting Proxy Agreement (the “ Agreement” ) is executed by the following parties on the10 th day of NOV, 2010 in Chongqing, China.

Recitals:

WHEREAS, Chongqing Difa Investment Management Limited Company (the “Difa”) is a wholly foreign-owned limited liability company duly established and existing under the laws of the People’s Republic of China (hereinafter referred to as “ China ”, for the purposes of this Agreement, exclude Hong Kong, Macao and Taiwan,).

WHEREAS, Haoji Xia,,Wanting Fei(the “Entrusting Parties”) are the shareholders of the Chongqing Zhongbao Investment Group Limited Liability Company (“Zhongbao”) and collectively hold 100% of Zhongbao’s equity.

WHEREAS, the Entrusting Parties desire to entrust Difa to vote at shareholders’ meetings of Zhongbao and exercise all the Entrusting Parties’ voting rights on behalf of the Entrusting Parties’.

To clearly define the rights and obligations of the parties, the parties hereby agree as follows:

Article 1

Voting Rights

1.1   The Entrusting Parties hereby irrevocably entrust Difa to vote on their behalf at shareholders’ meetings of Zhongbao and exercise all their voting rights on the half of the shareholders of Zhongbao as granted to the shareholders by law and under the articles of association of Zhongbao. Difa shall exercise one hundred percent (100%) of the voting rights of Zhongbao which representes the total registered capital of Zhongbao. Such voting rights include but shall not be limited to the followings:

1.1.1   approving Zhongbao’s business policies and investment plans;

1.1.2   changing the number of members of the board of directors, electing and replacing any director of Zhongbao, and approving their remuneration;

1.1.3   electing and replacing any of Zhongbao’s supervisors and determining their remuneration;

1.1.4   approving any report prepared by the Board of Directors of Zhongbao;

1.1.5   approving any report prepared by the Board of Supervisors of Zhongbao;

1.1.6   approving the annual financial budget and final accounts of Zhongbao;

1.1.7   approving the annual operating plan and the annual business plan or major changes to the business operations of Zhongbao;

1.1.8   approving the profit distribution plan and loss makeup plan of Zhongbao;

1.1.9   approving any increase or decrease in the registered capital of Zhongbao;

1.1.10   approving the issuance of stock, stock options or warrants to the Entrusting Parties and related parties thereof;

1.1.11   approving the issuance by Zhongbao of company bonds;

1.1.12   approving the terms of any merger, separation, restructuring, termination, liquidation and dissolution of Zhongbao and the sale or exchange (whether in a tangible or intangible manner) of any assets of Zhongbao;

1.1.13   approving any modification to Zhongbao’s articles of association;

1.1.14   approving any changes to the nature of Zhongbao’s operations;

1.1.15   approving changes to equity rights, priorities and special rights of the shareholders of Zhongbao;

1.1.16   approving the establishment of any new class of share with priorities and specia