tod_ex10x5.htm


    Exhibit 10.5

    
 

    VOTING
RIGHTS PROXY AGREEMENT

    


    


    This
Voting Rights Proxy Agreement (the “Agreement”) is
entered into in Yixing City, Jiangsu Province, People’s Republic of China
(“PRC” or
“China”) as of
January 27, 2010 by and among Yixing Dragon Path Environment Technology
Limited(“Party
A”), Jiangsu Zhenyu Environmental Protection Technology Co. Ltd. (the
“Company” or
“Party B”), and
the undersigned shareholders of Party B (the “Shareholders”).  Party
A, Party B and the Shareholders are each referred to in this Agreement as a
“Party” and
collectively as the “Parties.”

    


    RECITALS

    


    1.           Party
B is engaged in the business of the technical research, development and design
of the equipments for environmental pollution prevention and control;
manufacturing and sales of the equipments for water-pollution prevention and
control, building-use heat insulating materials and glass fiber reinforced
plastic products; contractor of the environmental engineering; import or export
of various products and technology on behalf of this company itself or as the
agent of others (except those products or technology limited or prohibited by
the state).  Party A has the expertise in consulting, and Party A has
entered into a series of agreements with Party B to provide Party B with various
consulting services.

    


    2.           The
Shareholders are shareholders of the Company, each legally holding such amount
of equity interest of the Company as set forth on the signature page of this
Agreement and collectively holding 100% of the issued and outstanding equity
interests of the Company (collectively the “Equity Interest”).

    


    3.           The
Shareholders desire to grant to Party A a proxy to vote the Equity Interest for
the maximum period of time permitted by law in consideration of good and
valuable consideration, the receipt of which is hereby acknowledged and agreed
by Party A.

    


    NOW THEREFORE, the Parties
agree as follows:

    


    1.           The
Shareholders hereby agree to irrevocably grant and entrust Party A, for the
maximum period of time permitted by law, with all of their voting rights as
shareholders of the Company.  Party A shall exercise such rights in
accordance with and within the parameters of the laws of the PRC and the
Articles of Association of the Company.

    


    2.           Party
A may establish and amend rules to govern how Party A shall exercise the powers
granted by the Shareholders herein, including, but not limited to, the number or
percentage of directors of Party A which shall be required to authorize the
exercise of the voting rights granted by the Shareholders, and Party A shall
only proceed in accordance with such rules.

    


    3.           The
Shareholders shall not transfer or cause to be transferred the Equity Interest
to any party (other than Party A or such designee of Party A).  Each
Shareholder acknowledges that it will continue to perform its obligations under
this Proxy Agreement even if one or more of other Shareholders no longer holds
any part of the Equity Interest.

    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    4.           This
Proxy Agreement has been duly executed by the Parties as of the date first set
forth above, and in the event that a Party is not a natural person, then such
Party’s action has been duly authorized by all necessary corporate or other
action and executed and delivered by such Party’s duly authorized
representatives.  This Agreement shall take effect upon the execution
of this Agreement.

    


    5.           Each
Shareholder represents and warrants to Party A that such Shareholder owns such
amount of the Equity Interest as set forth next to its name on the signature
page below, free and clear of all liens and encumbrances, and such Shareholder
has not granted to any party, other than Party A, a power of attorney or proxy
over any of such amount of the Equity Interest or any of such Shareholder’s
rights as a shareholder of Company.  Each Shareholder further
represents and warrants that the execution and delivery of this Agreement by
such Shareholder shall not violate any law, regulations, judicial or
administrative order, arbitration award, agreement, contract or covenant
applicable to such Shareholder.

    


    6.           This
Agreement may not be terminated without the unanimous consent of all Parties,
except that Party A may, by giving a thirty (30) day prior written notice to the
Shareholders, terminate this Agreement, with or without cause

    


    7.           Any
amendment to and/or rescission of this Agreement shall be in writing by the
Parties.

    


    8.           The
execution, validity, creation and performance of this Agreement shall be
governed by the laws of PRC.

    


    9.           This
Agreement shall be executed in seven (7) duplicate originals in English, and
each Party shall receive one (1) duplicate original, each of which shall be
equally valid.

    


    10.           The
Parties agree that in the event a dispute shall arise from this Agreement, the
Parties shall settle their dispute through amicable negotiations and/or
arbitration in accordance with this Clause 10.  If the Parties cannot
reach a settlement within 45 days following the negotiations, the dispute shall
be submitted to be determined by arbitration through China International
Economic and Trade Arbitration Commission (“CIETAC”) in accordance with CIETAC
arbitration rules. There shall be three (3) arbitrators.  Party B
shall select one (1) arbitrator and Party A shall select one (1) arbitrator, and
both arbitrators shall be selected within thirty (30) days after giving or
receiving the demand for arbitration.  Such arbitrators shall be
freely selected, and the Parties shall not be limited in their selection to any
prescribed list.  The chairman of the CIETAC shall select the third
arbitrator.  If a Party does not appoint an arbitrator who consents to
participate within thirty (30) days after giving or receiving the demand for
arbitration, the relevant appointment shall be made by the chairman of the
CIETAC. The arbitration shall be conducted in Beijing in English. The
determination of CIETAC shall be conclusively binding upon the Parties and shall
be enforceable in any court of competent jurisdiction.

    


    


    [SIGNATURE
PAGE FOLLOWS]

     

     

     

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    IN WITNESS WHEREOF this
Agreement is duly executed by each Party or its legal
representatives.

     

    


    
      	
              PARTY
      A: 

            	
              Yixing
      Dragon Path Environment Technology
Limited

            


    

    


    Legal/Authorized Representative: 
/s/ LI
Boping

    Name: LI Boping

    Title: Executive Director

    


    
      	
              PARTY B:

            	
              Jiangsu
      Zhenyu Environmental Protection Technology Co.
  Ltd.

            


    

    


    Legal/Authorized Representative: /s/ LI
Boping

    Name: LI Boping

    Title: Executive Director

    


    


    


    


    


    


     

     

     

     

     

     

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    SIGNATURE PAGE FOR
SHAREHOLDERS OF PARTY B

    


    SHAREHOLDERS
OF PARTY B:

    


    


    
      


      
         

        
          	LI Boping	 


        

        LI
Boping

      

      ID Card
No.:320223196212216178

      Owns
71.15% of Jiangsu Zhenyu Environmental Protection Technology Co.
Ltd.

      


      


      


      
         

        
          	DING
Qinfen	 


        
DING
Qinfen

      ID Card No. :
320223196301176163

      Owns
22.63% of Jiangsu Zhenyu Environmental Protection Technology Co.
Ltd.

      


      


      


      
         

        
          	LI Panhong	 


        
LI
Panhong

      ID Card No.:
320223193712276173

      Owns
6.22% of Jiangsu Zhenyu Environmental Protection Technology Co.
Ltd.

      


      


       

       

    

    


     

     

     

     

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