Unassociated Document


    Shareholders’
      Voting Proxy Agreement

     

    This
      Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as
      of December 3, 2007 between the parties in Yiyang, Jiangxi Province:


     

    Party
      A:
      Jiangxi Morgen Star Copper Technology Co., Ltd.

    Registered
      Address: Fengze Mall, Guangchang Road, Yijiang Town, Yiyang County, Jiangxi
      Province.

     

    Party
      B:Wu Yiting

    Identity
      Card Number: 362326196305220049

     

    WHEREAS:

    
      	
              1.

            	
              Party
                A is a wholly foreign-owned enterprise incorporated under the laws
                of the
                People’s Republic of China (the “PRC”), and registered at Jiangxi
                Province, Shangrao Administration of Industry and Commerce Bureau.
                The
                legally valid registered business license number is 361100510000102;
                

            


    

    


    
      	
              2.

            	
              As
                of the date of this Agreement, Party B is the sole shareholder of
                Jiangxi
                Yiyang Fuda Copper Co., Ltd. (the “Yiyang Fuda”) and collectively legally
                hold all of the equity interest of Yiyang Fuda Company;
                

            


    

    


    
      	
              3.

            	
              Yiyang
                Fuda is a limited liability company incorporated and registered at
                Jiangxi
                Province, Yiyang Administration of Industry and Commerce Bureau.
                Hitherto
                it legally exists. The legally valid registered business license
                number is
                3623262000077.

            


    

    


    
      	
              4.

            	
              Party
                B desires to appoint the person designated by Party A to exercise
                her
                shareholder’s voting rights and other rights at Yiyang Fuda in accordance
                with the laws and Yiyang Fuda’s Articles of Association, and Party A is
                willing to designate such person. 

            


    

    


    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 her behalf, all of her
                shareholder’s voting rights at Yiyang Fuda in accordance with the laws and
                Yiyang Fuda’s Articles of Association, including but not limited to the
                rights to sell or transfer all or any of her equity interests of
                Yiyang
                Fuda, and to appoint and elect the executive director of Yiyang
                Fuda.

            


    

    


    
      	
              2.

            	
              Party
                A agrees to designate such Proxy Holders pursuant to Section 1 of
                this
                Agreement, and this person shall represent Party B to exercise her
                shareholder’s voting rights pursuant to this
                Agreement.

            


    


    
      
        
        

      

      
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              3.

            	
              Both
                Parties to this Agreement hereby acknowledge that, regardless of
                any
                change in the equity interests of Yiyang Fuda, Party B shall appoint
                the
                person designated by Party A with all shareholder’s voting rights. Both
                Parties to this Agreement agree, Party B can not transfer her equity
                interests of Yiyang Fuda to any individual or company (other than
                Party A
                or the individuals or entities designated by Party A).
                

            


    

    


    
      	
              4.

            	
              Party
                B hereby acknowledges that she will withdraw the appointment of the
                person
                designated by Party A if Party A change such designated person and
                reappoint the substituted person designated by Party A as the new
                Proxy
                Holders to exercise her shareholder’s voting rights at Yiyang Fuda.
                

            


    

    


    
      	
              5.

            	
              This
                Agreement sets forth and becomes effective when the Party As’ authorized
                representatives and Party B sign as the date mentioned on the first
                page.

            


    

    


    
      	
              6.

            	
              This
                Agreement shall not be terminated prior to the completion of acquisition
                of all of the equity interests in, or all assets of, Yiyang Fuda
                by Party
                A;

            


    

    


    
      	
              7.

            	
              Any
                amendment and termination of this Agreement shall be in written and
                agreed
                upon by Both Parties. 

            


    

    


    
      	
              8.

            	
              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. 

            


    

    


    
      	
              9.

            	
              This
                Agreement is executed in Chinese in two (2) copies; each Party holds
                one
                and each original copy has the same legal
                effect.

            


    

    


    [No
      Text
      Below]

    


    PARTY
      A: Jiangxi Morgan Star Copper Technology Co., Ltd.
      (Seal)

     

    Authorized Representative(Signature):
      /s/ Wu Yiting

    


    PARTY
      B: /s/ Wu
      Yiting                                 


    Wu
      Yiting

     

    This
      Agreement is agreed and accepted by:

     

    Jiangxi
      Morgan Star Copper Technology Co., Ltd.
      (Seal)

     

    Legal Representative/Authorized Representative(Signature):
      /s/ Wu Yiting


    
      
        
        

      

      
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