Unassociated Document


    Voting
      Rights Proxy Agreement

    


    This
      voting rights proxy agreement (hereinafter “the Agreement”) is entered into as
      of December 27, 2007 among the following parties in Beijing

    


    Party
      A:
      Gong Li, Yu Mao

    


    Party
      B:
      Century City Infrastructure Co., Ltd. a solely foreign-invested company
      incorporated and continued under the laws of China, the registered address
      is
      Room 1199, Silicon Valley Mansion, No.1198 Silicon Valley Street, Changchun
      Hi-tech Development Zone.

    


    Party
      C:
      Shanghai New Century City Infrastructure Construction Co., Ltd. (hereinafter
      referred to as “New Century”), an effectively existing company limited
      established according to Chinese law, the registered address is Room 2023
      Building 7, No.515 Kesheng Road, Nanxiang Town, Jiading District, Shanghai
      City.

    


    Whereas:

    


    	1.  	
            Party
              A is the legitimate shareholder of Party C by holding 100% equity interest
              of Party C

          


    


    	2.  	
            Party
              C and Party C have signed a series of agreements, <<such as Business
              Cooperation and Consulting Service Agreement>> With a view to
              ensuring the implementation of the above-mentioned agreements, Party
              A
              hereby agrees to grant Party B a proxy to vote all of Party A’s shares in
              the shareholders’ meetings of Party C, provided that it is permitted by
              the laws of China

          


    


    Now
      therefore, the parties agree as follows:

    


    
      	1.  
              	
              Party
                A hereby agrees to irrevocably entrust Party B with all of Party
                A’s
                voting rights and other rights (including, but not limited to,
                participating in the shareholders’ meetings of Party C and signing
                resolutions in the shareholders’ meetings of Party C on behalf of Party A;
                selling, transferring, pledging or disposing of all or part of Party
                A’s
                shares of Party C; appointing or electing Party C’s legal representative,
                chairman of the Board of Directors, directors, supervisors, general
                manager and other top management personnel, etc) that are granted
                to Party
                A pursuant to the laws of China and Articles of Association in the
                shareholders’ meetings of Party C

            


    

    


    	2.  	
            Party
              B hereby agrees to appoint one or a few persons to accept the
              authorization to exercise shareholder’s rights on behalf of Party A in
              accordance with Article 1 of this
              Agreement.

          


    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    	3.  	
            Party
              A and Party B hereby agrees that if Party B cancels the appointment
              of
              persons concerned, Party A would also cancel the authorization of persons
              concerned and authorize other person(s) to exercise voting rights of
              Party
              C and other rights in the shareholders’ meetings on behalf of Party
              A.

          


    


    


    	4.  	
            This
              Agreement shall be in effect as of the date when it is signed by
              authorized representatives of the two
              parties.

          


    


    	5.  	
            The
              valid period of this Agreement is 10 years. After this agreement expires,
              the parties could extend the valid period of this Agreement in
              writing.

          


    


    	6.  	
            Any
              revision or rescission shall be agreed with unanimous consent by the
              two
              parties in writing.

          


    


    Party
      A:
      Yu Mao  Gong
      Li

    Date:
      

    


    Party
      B:
      Yu Mao

    Date:

    


    Party
      C:
      Yu Mao

    Date: