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PROXY AGREEMENT

 

This Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as of November 2, 2009 among the following parties:

 

Party A:

ZHONG HENG JIANG INVESTMENT CONSULTING (SHENZHEN) COMPANY LIMITED, a corporation incorporated under the laws of People’s Republic of China

Party B:

The undersigned seven (7) enrolled shareholders of China Construction Guaranty Company Limited, a corporation incorporated under the laws of China (“Company B”)

 

RECITALS

 

WHEREAS, Party A, a limited company incorporated in Shenzhen, China, has the expertise in the business consulting, including operational management, human resources management, research and development of guaranty business, research on the solution of guaranty industry related problems, and other related technical support and services.

 

WHEREAS, as of the date of the Agreement, Party B represents the seven (7) enrolled shareholders of Company B and each legally holds the equity interest in Company B set forth Party B’s name below. The total shares held by Party B collectively represent 100% of total outstanding shares of Company B.

 

WHEREAS, Party B desires to grant to the Board of Directors of Party A a proxy to vote all of Party B’s shares in Company B for the maximum period of time permitted by law in consideration of the issuance of Party B of shares and for other good and valuable consideration.

 

WHEREAS, a shareholders’ voting rights proxy agreement was originally entered into between Linking Target Limited (a limited company incorporated in the British Virgin Islands and having the ownership of 100% equity interest in Party A) and Party B on September 23, 2008 (the “Old Proxy Agreement”).

 

WHEREAS, by the notice of assignment dated October 26, 2009, Party


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