Blueprint





 











 Exhibit 4.13



 



VOTING AGREEMENT


 


This
Voting Attorney Agreement (hereinafter “Agreement”) is
made on the 23rd day of December, 2016, at Shijiazhuang, the
People’s Republic of China (the “PRC”) by and
among the following parties:


 


Hebei
Chuanglian Finance Leasing Co., Ltd. ( “Party A”)


Registered
Address: 5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Geng Juncai


 


Hebei
Yarui Trading Co., Ltd. (“Party B”)


Registered
Address: 5 East Main Street, 27th Floor,
Shijiazhuang


Legal
representative: Li Mingxia


 


(Party
A hereinafter “WFOE”, Party B, hereinafter
“Grantor”. WFOE and Grantor are hereinafter referred to
as, individually, a “Party”, and collectively, the
“Parties”.)


 



WHEREAS:


 


1.
Party
A, a wholly foreign owned enterprise organized and existing under
the laws of the PRC within the jurisdiction of the PRC; (for the
purpose of this Agreement, excluded Hong Kong , Macau and Taiwan,
hereinafter “PRC”).


 


2.
Party
B, a limited liability company registered and existing under the
laws of PRC; with registered capital of 20 million RMB. Hold the
ownership 【 within the
jurisdiction of china】of Hebei Xuhua
Trading Co., Ltd (hereinafter “Domestic
Company”)


 


3.
Grantor desires to
grant a power of attorney to the WFOE (via the person designated by
it) to vote for its entire shares of Domestic Company’s
voting stock in the shareholder meeting.


 


NOW THEREFORE, the Parties have reached
the following agreements:


 



1.

VOTING RIGHT


 


1.1
Grantor has
irrevocably agreed to grant any and all voting right to the WFOE to
vote for its entire shares of Domestic Company’s voting stock
in the shareholder meeting under the PRC law and the Domestic
Company’s constitutional documents (“Voting
Right”) during the term of this Agreement. The Voting Right
mentioned above include, without limitation ,the rights set forth
as below:


 


1.1.1
Determining the
Domestic Company’s operational policies and investment
plans;


 


1.1.2
Electing and
replacing directors of the Domestic Company, and deciding their
remunerations;


 


1.1.3
Electing and
replacing members of the board of supervisors of the Domestic
Company, and deciding their remunerations;


 


1.1.4
Reviewing and
approving any and all reports provided by the board of directors of
the Domestic Company;


 


1.1.5
Reviewing and
approving any and all reports provided by the board of supervisors
of the Domestic Company;


 


1.1.6
Reviewing and
approving annual financial budget plans and final accounting plans
of the Domestic Company;


 



 

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1.1.7
Reviewing and
approving profit distribution plans and plans to cover company
losses of the Domestic Company;


 


1.1.8
Adopting
resolutions regarding increase or decrease of registered capital by
the Domestic Company;


 


1.1.9
Adopting
resolutions on the issue of bonds by the Domestic
Company;


 


1.1.10
Adopting
resolutions on merger, division, restructure, termination and
liquidation of the Domestic Company;


 


1.1.11
Determining the
alteration of the business scope of the Domestic
Company;


 


1.1.12
Amending the
articles of association and bylaws of the corporation of the
Domestic Company;


 


1.1.13
Determining the
material alteration of the content and nature of business of the
Domestic Company;


 


1.1.14
Determining the
dividend and other contribution policies of the Domestic
Company;


 


1.1.15
Determining to
enter into loan arrangements with any third party for borrowings or
incur any indebtedness from any third party under the name of the
Domestic Company;


 


1.1.16
Determining to
sell, transfer or dispose otherwise any assets or rights including
but not limited to intellectual property of the Domestic Company to
any third party;


 


1.1.17
Determining to
create any encumbrance on the assets of the Domestic Company
(tangible or intangible), irrespective of the purpose of this
encumbrance;


 


1.1.18
Determining to
assign any contract or agreement which the Domestic Company is one
of the Parties to any third party;


 


1.1.19
Determining to
offer any loans by the Domestic Company to any third party;
and


 


1.1.20
Determining any
other event which may impact materially to any rights, obligations,
assets or business of the Domestic Company.


 


1.2
The
WFOE shall appoint one (1) nature person to exercise the voting
rights specified in this Agreement. Concurrently with appointing
the natural person, the WFOE shall notify the Grantor, and the
Grantor shall deliver a Power of Attorney (“POA”) as
set forth in Schedule 1. The Grantor shall not revoke the POA other
than required by the WFOE with a written notice. The Grantor shall
execute and deliver a new POA to the effect of withdrawing the
authorization with respect to the representative of the Attorney in
the POA and designating the new representative as the
attorney.


 


1.3
Grantor covenants
that, it will not execute any loan contract with an value exceeding
RMB1,000,000 without the prior written consent of the WFOE.
(whether Domestic Company is lender or borrower)


 



 

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1.4
The
WFOE hereby agrees that it will accept the power of attorney
granted by Grantor pursuant to Section 1.1, and will exercise the
voting right on its behalf in accordance with the terms and
conditions of this Agreement.


 


1.5
Grantor hereby
appoints the WFOE irrevocably as its attorney in fact to exercise
all the rights of signature and seal in any and all corporation
documents as the shareholders of the Domestic Company.


 



2. 
EXERCISE VOTING RIGHT


 


2.1
The
Grantor shall execute any relevant shareholder’s resolution
of the Domestic Company or any other similar documents on the
request of the WFOE in connection with any event which authorized
the WFOE to approve by exercising the voting right.


 


2.2
Grantor hereby
acknowledges that, the WFOE has the right to grant any right
hereunder to any third Party as representative without the consent
of Grantor subject to notify this event to Grantor
immediately.


 


2.3
The
WFOE shall notify to the Grantor for the exercising of voting right
at any appropriate time, and shall report the Grantor the
consequence on exercising of voting rights at the time the
Agreement is terminated.


 


2.4
The
WFOE may assign or transfer any or all of its voting rights to any
third Party without the consent of Grantor subject to delivering a
written notice to the Grantor for the assignment.


 



3. 
TERM OF PROXY


 


3.1
The
term of proxy hereunder shall be counted from the date of
effectiveness of this Agreement to (i) the date of accomplishment
of assignment( the definition set forth as below) or (ii) the date
of the termination of the Domestic Company (the earlier shall
prevail). “The Date of Accomplishment of Assignment”
means the date when the Domestic Company accomplished the
registration of alter and the WFOE or the person designated by the
WFOE becomes the legal owner of the equity interests of the
Domestic Company.


 


3.2
Subject to mutual
agreement and expressly made in written, both Parties of this
Agreement may modify the expiration of the proxy.


 



4. 
COMISSION OF ATTORNEY


 


4.1
The
WFOE hereby agrees that the Grantor have no obligation to pay the
WFOE for its service to act for proxy.


 



5. 
REPRESENTATIONS AND WARRANTIES


 


5.1
The
Parties hereby represents and warrants to each other as
follows:


 


5.1.1
The
Party has full power, and qualification to enter into this
Agreement;


 


5.1.2
The
Party have the competence to perform its obligations hereunder;
and


 


5.1.3
The
performance of obligations hereunder will not conflict with or
violate any law, statute, rule, regulation and order applicable to
such party.


 


5.2
In the
event of execution, this Agreement constitutes a legal, valid and
binding obligation of each Party, enforceable against it in
accordance with its terms.


 



 

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6. 
REMEDIES


 


6.1
In the
event that Grantor make any breach of the provisions hereunder
directly or indirectly or not carry out any obligation hereunder
promptly and good shall be deemed as breach of contract, given the
written notices the WFOE have the right to require the Grantor to
correct its conducts of breach or non-performance, and take good,
promptly and effectively action to eliminate the consequences in
connection with the breach and non-performance aforesaid, and cover
the damages of the WFOE.


 


6.2
Subject to the
reasonable, objective judgment of the WFOE, in the event that the
breach of contract will make the performance of the WFOE impossible
or unfair, the WFOE may notify the Grantor in writing to pause the
performance temporarily until the Grantor ceased his breach and
took prompt, good measures to eliminate the consequences and give
indemnity to the WFOE for its damages.


 


6.3
Subject to
otherwise expressly specified herein, the payable damages caused by
the breach of contract for Grantor shall includes the indirect
losses, any anticipatable consequential damages and any other costs
and expenses in connection with the non-performance, including
without limitation the attorney fees, litigation fees, arbitration
fees, finance expenses and traveling expenses.


 



7. 
EFFECTIVENESS, MODIFICATION AND TERMINATION


 


7.1
This
Agreement shall be effective from the signature date of this
Agreement and terminate on and before the expiration of the
duration of attorney hereunder.


 


7.2
Prior
to the expiration of this Agreement, the Grantor will relief its
obligations bound by this Agreement, upon the completion of
transferring its entire equity interests of the Domestic Company to
the WFOE or any third party designated by the WFOE.


 


7.3
Grantor hereby
irrevocably and permanently waives his power of
termination.


 


7.4
No
amendment, supplementary or modification of this Agreement shall
occur except in written consent by both Parties. The amend
agreement and supplementary agreement (if any) that have been
signed and sealed by the Parties shall constitute an integrate part
hereof and have the same validity as this Agreement.


 


7.5
Grantor agrees,
the WFOE have the right to terminate this Agreement with ten (10)
days prior written notices, without given any cause, and shall not
be liable for any remedies. However, the Grantor shall not
terminate this Agreement prior to expiry in any reason without the
prior written approval.


 


7.6
Any
earlier termination hereof shall not affect any of rights and
obligations undertaken by any Party before the date of termination
under this Agreement.


 



8. 
GOVERNING LAW AND SETTLEMENT OF DISPUTES


 


8.1
The
execution, effectiveness, performance, construction and settlement
of disputes shall be governed by the laws of the PRC without regard
to conflict of laws principles.


 


8.2
In the
event of any dispute with respect to or in connection with the
construction and performance of the provisions of this Agreement,
the Parties shall first negotiate in good faith to resolve the
dispute. In the event the Parties fail to resolve the dispute
through the methods above-mentioned within sixty(60) days or longer
term otherwise specified by Parties after the any Party’s
notice in writing for resolution of the dispute, any Party may
submit the relevant dispute to China International Economic and
Trade Arbitration Commission in Shijiazhuang for binding
arbitration. The languages used during arbitration shall be
Chinese. The arbitration shall be final and binding on
Parties.


 



 

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9. 
MISCELLANEOUS


 


9.1
The
headings in this Agreement are for convenience only and shall not
affect the construction of the Agreement.


 


9.2
If any
term or other provision of this Agreement is determined to be
invalid, illegal or incapable of being enforced by any rule of law
or any other reason, all other conditions and provisions of this
Agreement will nevertheless remain in full force and effect. Upon
such determination that any term or other provision is invalid,
illegal or incapable of being enforced, the Parties hereto will
negotiate in good faith to modify this Agreement.


 


9.3
The
breach of any or all provisions under this Agreement shall not
affect the rights and obligations hereunder or in connection with
any other relevant agreements as well as the performance hereof or
thereof.


 


9.4
No
delay or omission by any Party in exercising the right, power or
privilege hereunder shall be deemed as a waiver of such right,
power or privilege. The single or partial exercise of any right,
power or privilege shall not preclude any exercise of any other
right, power or privilege.


 


9.5
This
Agreement constitutes the entire agreement of the parties and
supersedes all prior agreements and undertakings, both written and
oral, between the parties with respect to the subject matter
hereof.


 


9.6
This
Agreement is binding on each party's successors and permitted
assignees.


 


9.7
This
Agreement signed in quadruplicate originals, with each of equally
binding force.


 



IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first written above.


 



 



[SIGNATURE PAGE]


 



Party A: Hebei Chuanglian Finance Leasing Co., Ltd.(seal)


 


Authorized
representative(signature):


 



Party B: Hebei Yarui Trading Co., Ltd.(seal)


 


Authorized
representative(signature):


 



 



 

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SCHEDULE 1


 



POWER OF ATTORNEY


 


Party
A:Hebei
Yarui Trading Co., Ltd.


 


Party
B:Hebei
Chuanglian Finance Leasing Co., Ltd.


 


This
POWER OF ATTORNEY ( hereinafter “POA”) is made on the
23rd day of December, 2016, at Shijiazhuang, the
People’s Republic of China.


 


Party
A, hereby irrevocably and to the fullest extent permitted by law
Geng Juncai as its proxy, with full power of substitution, to the
full extent of Party A’s rights with respect to his or her
entire equity interest in Hebei Xuhua Trading Co.,
Ltd.


 


This
POA shall be irrevocably revoked in the event that Party B dismiss
and replace the representative with written notice. Party A shall
withdraw the authorization immediately and give another POA to the
representative designated by Party B.


 


This
attorney appointed by this POA is empowered, and may exercise this
POA, to vote all of the Equity Interest in accordance with the
prior written instruction of Attorney at any time until the
termination of the Agreement, at any meetings or in any other
circumstances upon which the vote or other action of the holders of
the Equity Interest is sought.


 


This
POA shall be effective for a period of ten (10) year from the
signature date of this POA subject to the Voting Proxy Agreement
executed between Party A and Party B be terminated in any reason
during this term.


 



 


 



[SIGNATURE PAGE]


 



Party A: Hebei Yarui Trading Co., Ltd.(seal)


 


Authorized
Representative(signature):


 



Party B: Hebei Chuanglian Finance Leasing Co., Ltd.(seal)


 


Authorized
Representative(signature):


 




 

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