Exhibit 10.21


 


SHAREHOLDER VOTING
AGREEMENT


 


THIS SHAREHOLDER
VOTING AGREEMENT (this “Agreement”) is made as of December 16, 2005, by and
among Sihitech Company Limited, a British Virgin Islands corporation (the “Sihitech
Holdingco #1”), Mega Capital Group Services Limited, a British Virgin Islands
corporation (the “Sihitech Holdingco #2”), Profit Loyal Consultants Limited, a
British Virgin Islands corporation (the “Sihitech Holdingco #3”) (collectively “Sihitech
Holdingcos), Elite Concord International Limited, a British Virgin Islands
corporation (the “e-Channels Holdingco A”), 
China Century Holdings Group Limited, a British Virgin Islands
corporation (the “e-Channels Holdingco B”), Shining Growth Investment Group Limited,
a British Virgin Islands corporation (the “e-Channels Holdingco C”)
(collectively “e-Channels Holdingcos”), Chih T. Cheung, an individual (“Cheung”),
and James Z. Li, an individual (“Li”) (all parties together are collectively
referred to as the “Shareholders”).


 


YUCHENG TECHNOLOGIES LIMITED


 


RECITALS


 


A.            Shareholders have entered into that
certain Stock Purchase Agreement (the “Stock Purchase Agreement”) dated as of
December 16, 2005.


 


B.            The parties hereto desire to enter
into this Agreement to provide for the voting of their shares in connection
with the election of directors of the Corporation and certain other matters.


 


NOW THEREFORE, THE
PARTIES HERETO AGREE AS FOLLOWS:


 


Section 1.               Election of Directors.  In the election of members of the Board of
Directors of the Corporation, each Shareholder agrees to vote all of such
Shareholder’s shares of common stock of the Corporation entitled to vote which
may now or hereafter be owned or held of record by such Shareholder, or as to
which such Shareholder now or hereafter has voting power, for the following
candidates:


 


1.1           Four candidates designated by
Sihitech Holdingcos.


 


1.2           Three candidates designated by Cheung
and Li.


 


1.3           Two candidates designated by e-Channels
Holdingcos.


 


Each Shareholder
entitled to designate a candidate for the board of directors shall notify the
other Shareholders of such Shareholder’s candidate within thirty (30) days of
receiving notice of any meeting of shareholders at which directors are to be
elected, or if such meeting is one in which no specific notice is required,
then not later than seven (7) days before such meeting is scheduled to
begin.  If no designation is received by
a Shareholder from another Shareholder,


 

















 


such Shareholder shall be
entitled to presume that the incumbent director or directors, if any,
designated by each such Shareholder shall continue to be the designee of such
Shareholder.


 


Section 2.               Removal of Directors.  If at any time any a Shareholder who has
designated a candidate who has been elected as a director notifies the other
Shareholders of such Shareholder’s desire and intention to remove or replace
such Shareholder’s designee or to fill a vacancy caused by the resignation of
such Shareholder’s designee, all Shareholders shall cooperate in causing the
requested removal and/or replacement by voting in the appropriate manner.


 


Section 3.               Amendment of Articles.  Unless all Shareholders unanimously so agree,
each Shareholder agrees to vote against any amendment or restatement of the
Corporation’s articles of incorporation and to vote against any amendment or
restatement of the Corporation’s bylaws that would directly or indirectly,
during the term of this Agreement, change the number of the persons on the
board of directors or the process by which the designees of the Shareholders
can be nominated, elected or removed.


 


Section 4.               Irrevocable Proxies.  Each Shareholder hereby grants to, and is
deemed to have executed in favor of, all of the other Shareholders, an
irrevocable proxy to vote, or to give written consent with respect to, all the
voting equity securities owned by the grantor of the proxy (i) for the election
to the board of directors of such individuals as the grantee of the proxy shall
be entitled to designate pursuant to this Agreement, and (ii) against any
amendment or restatement of the Corporation’s articles of incorporation, and
(iii) against any amendment or restatement of the Corporation’s bylaws.


 


Section 5.               Endorsement of Certificates.  Each certificate representing shares now, or
hereafter, held by any of the Shareholders shall be inscribed substantially as
follows:


 


                “The
transfer of the shares represented by this certificate is restricted under the
terms of an Agreement dated [•], a copy of which is on file at the
offices of the Corporation.”


 


Section 6.               Remedies.  The parties acknowledge that any violation of
this Agreement will cause irreparable harm to the parties hereto.  As a consequence, the parties agree that if
any party fails to abide by the terms of this Agreement, any other party will
be entitled to specific performance, including the immediate issuance of a temporary
restraining order or preliminary injunction enforcing this Agreement, and to
judgment for damages caused by such breach, and to any other remedies provided
by applicable law.


 


Section 7.               Term.  This Agreement shall terminate upon the
voluntary written agreement of all parties who are then bound by the terms of
this Agreement, but in any event, this Agreement shall terminate three years
after the date hereof.  Upon termination
of this Agreement, the Shareholders shall surrender to the Corporation their
certificates and the Corporation shall issue to them an equal number of shares
without the endorsement set forth in Section 5.


 


2

















 


Section 8.               Miscellaneous.


 


(a)           Entire Agreement.  This Agreement, together with the documents
referred to herein or executed in connection herewith, constitute the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersede all prior agreements and understandings, oral and written, between
the parties hereto with respect to the subject matter hereof.


 


(b)           Applicable Law.  This Amendment shall be governed by, and
construed in accordance with, the laws of the British Virgin Islands, without
regard to conflicts of law provisions.


 


(c)           Counterparts.  This Agreement may be executed in any number
of counterparts and by facsimile, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.  Facsimile signatures shall be operative as
original signatures.


 


(d)           Attorney
Fees. If any action is
brought by either party against the other party, the prevailing party shall be
entitled to recover from the other party reasonable attorneys’ fees, costs and
expenses incurred in connection with the prosecution or defense of such action
or any appeal thereof, and in the event any judgment is secured by such
prevailing party, all such attorneys’ fees, as determined by the courts and not
by a jury, shall be included in any judgment. 
For purposes of this Agreement, the term “attorneys’ fees” or “attorneys’
fees and costs” shall mean the fees and expenses of counsel to the parties
hereto, which may include printing, photostating, duplicating and other
expenses, air freight charges and fees billed for law clerks, paralegals,
librarians and other persons not admitted to the bar but performing services
under the supervision of an attorney.


 


(e)           Agreement Binding.  This Agreement shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties hereto.


 


(f)            Notices.  All
notices, requests and other communications hereunder must be in writing and
will be deemed to have been duly given if delivered personally or by facsimile
transmission or mailed (first class postage prepaid) to the parties at the
following addresses or facsimile numbers:


 


	
  Sihitech Holdingcos

  
	
  Address:

  	
   

  	
  Room 1708, Dominion
  Centre 43-59 Queen’s Road East, Wanchai, Hong Kong

  
	
  Fax:

  	
   

  	
  +852-2543-3343

  
	
  For the attention of:             Hong Weidong

  
	
   

  	
   

  	
   

  
	
  e-Channels Holdingcos

  
	
  Address:

  	
   

  	
  Room 1708, Dominion
  Centre 43-59 Queen’s Road East, Wanchai, Hong Kong

  
	
  Fax:

  	
   

  	
  +852-2543-3343

  
	
  For the attention of:             Zeng Shuo

  



 


3

















 


	
  Cheung and Li

  
	
  Address:

  	
   

  	
  Room 1708, Dominion
  Centre 43-59 Queen’s Road East, Wanchai, Hong Kong

  
	
  Fax:

  	
   

  	
  +852-2543-3343

  
	
  For the attention of:             Chih T. Cheung

  



 


 


All such notices,
requests and other communications will (i) if delivered personally to the
address as provided in this Section 9(f) be deemed given upon delivery,
(ii) if delivered by facsimile transmission to the facsimile number as provided
in this Section 9(f), be deemed given upon receipt, and (iii) if
delivered by mail in the manner described above to the address as provided in
this Section 9(f), be deemed given upon receipt (in each case regardless
of whether such notice, request or other communication is received by any other
Person to whom a copy of such notice is to be delivered pursuant to this Section
9(f)). Any party from time to time may change its address, facsimile number
or other information for the purpose of notices to that party by giving notice
specifying such change to the other parties hereto.


 


NOW THEREFORE, the parties have executed or caused this Agreement to be
executed and effective as of the date first above set forth.


 


	
   

  	
  SIHITECH COMPANY
  LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  MEGA CAPITAL GROUP
  SERVICES LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PROFIT LOYAL
  CONSULTANTS LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


4

















 


	
   

  	
  ELITE CONCORD
  INTERNATIONAL LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHINA CENTURY HOLDINGS
  GROUP

  	
   

  
	
   

  	
  LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SHINING GROWTH
  INVESTMENT GROUP

  	
   

  
	
   

  	
  LIMITED

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Chih T. Cheung

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  James Li

  	
   

  
										



 


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