PROXY AGREEMENT
(English
Translation)
This Proxy
Agreement (the “Agreement”) is entered into as of
09/08/2004 between Harbin ZhongQiang Power-Tech Co., Ltd. a company
incorporated under the laws of the PRC, (“Party A” or
“Proxy Holder”), and Heilongjiang ZhongQiang Power-Tech
Co., Ltd., a company with joint stock limited liability organized
under the laws of the PRC (‘Party B”), with a
registered address at No.1 Weiyou Road, Economy and Technology
Development zone, Shuangcheng City, Heilongjiang Province, China
(150100), (“Party B“), Mr. Zhiguo Fu, chairman and
shareholder of Party B (“Chairman”), and each of the
parties listed on Appendix 1 of this Agreement
(“Shareholders”). In this Agreement, Party A, Party B,
the Chairman and the Shareholders are referred to collectively in
this Agreement as the “Parties” and each of them is
referred to as a ”Party”.
RECITALS
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The Chairman
and the Shareholders hold a majority of the outstanding shares of
Heilongjiang ZhongQiang Power-Tech Co., Ltd, a company with joint
stock limited liability organized under the laws of the PRC (the
“Company”);
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The Chairman
and each of the Shareholders are willing to entrust the person
designated by the Proxy Holder with their voting rights (with
respect to shares held by ea
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