Unassociated Document


    Exhibit
10.3


       

      SHAREHOLDERS'
VOTING PROXY AGREEMENT

       

      BETWEEN

       

      LI
TAO AND OTHER INDIVIDUALS

       

      XI’AN
TECHTEAM INVESTMENT HOLDING GROUP 

      COMPANY

       

      SHENZHEN
CAPITAL GROUP CO., LTD

       

      XI’AN
HONGTU CAPITAL CO., LTD

       

      SHAANXI
YUANXING SECIENCE AND TECHNOLOGY CO., 

      LTD

       

      AND

       

      XI’AN
SOFTECH CO., LTD


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      December
15, 2009

       

      SHAREHOLDERS’
VOTING PROXY AGREEMENT

       

      This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into
as of December 15, 2009 among the following parties in Xi’an:

          

      Party A: Xi’an Softech Co.,
Ltd

      Registered
Address: 3/F of District A, the Industry Office Building, No.181 of Tai Bai
Southern Road, Xi’an City, China

      Legal
Representative: Wang Wan Jiao

      


      and

      


      Party B: Li Tao and other
seventeen individuals (collectively, the “Individual Shareholders”), the
specific list of the Individual Shareholders is referred herero as Exhibit
A

      


      Party C:Xi’an TechTeam
Investment Holding Group Company

      Registered
Address: 3/F of District A, the Industry Office Building, No.181 of Tai Bai
Southern Road, Xi’an City, China

      Legal
Representative: Li Tao

      


      Party D: Shenzhen Capital
Group Co., Ltd

      Registered
Address: District B, 11/F OF Investment Mall, No.4009, Shennan Avenue, Futian
District, Shenzhen City

      Legal
Representative: Jin Hai Tao

      


      Party E: Xi’an Hongtu Capital
Co., Ltd

      Registered
Address: 7/F of Xi’an Tourism Mall, No.27, South two links, Beilin District,
Xi’an City

      Legal
Representative: Xia Fu Xi

      


      Party F: Shaanxi Yuanxing
Science and Technology Co., Ltd

      Registered
Address: 18/F of Xin Ji Yuan Square, Gaoxin Road, Xi’an City

      Legal
Representative: Chen Li Ke

      


      In this
Agreement, Party A, Party B, Party C, Party D, Party E and Party F are called
collectively as the “Parties”, and each of them is
called as the “Party”.
Party B, Party C, Party D, Party E and Party F are collectively called the “Grantors” and respectively
called “Each of the
Grantors”.

      


      WHEREAS,

      


      1.         Party
A is a wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China;


      
        
           


        

        
          - 1
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      2.         As of the date of this Agreement, the
Grantors are shareholders of Kingtone Information Technology Co., Ltd
(hereinafter referred to as “Kingtone
Information”) and
collectively legally hold all of the equity interest of Kingtone Information, of
which Party B holds 61.6%,
Party C holds 25% Party D holds 7.42%, Party E holds 3.30%, Party F holds
2.68%.

      


      3.         Each
of the Grantors desires to appoint the persons designated by Party A to exercise
its shareholder’s voting rights at the shareholders’ meeting of Kingtone Information (“Voting Rights”) and Party A
is willing to designate such persons.

      


      Therefore,
the Parties hereby have reached the following agreement upon friendly
consultations:

      


      
        	
                 
      

              	
                Article
      1

              


      

      


      Each of
the Grantors hereby agrees to irrevocably appoint the persons designated by
Party A with the exclusive right to exercise, on his behalf, all of his Voting
Rights in accordance with the laws and Kingtone Information’s Articles of
Association, including but not limited to the rights to sell or transfer all or
any of his equity interests of Kingtone Information, and to appoint and elect
the directors and Chairman as the authorized legal representative of Kingtone
Information.

      


      
        	
                 
      

              	
                Article
      2

              


      

      


      The
persons designated by Party B shall be the full board of Party B (the “Proxy
Holders”).

      Party B
agrees that it shall maintain a board of directors, and members of which shall
be the member of the board of directors of the overseas parent company of Party
B; the members of the board of directors of the overseas parent company of Party
B,who are
employed only for purpose to satisfy future listing or financing requirement,
need not be necessary to be members of the board of directors of Party
B.

      


      
        	
                 
      

              	
                Article
      3

              


      

      


      Party A
agrees to designate such Proxy Holders pursuant to Section 1 of this Agreement,
who shall represent each of the Grantors to exercise his Voting Rights pursuant
to this Agreement.

      


      
        	
                 
      

              	
                Article
      4

              


      

      


      All
Parties to this Agreement hereby acknowledge that, regardless of any change in
the equity interests of Kingtone Information, each of the Grantors shall appoint
the person designated by Party A with all Voting Rights. All Parties to this
Agreement agree, Party A, can not transfer his equity interests (the “Transferor”) of Kingtone
Information to any individual or company (other than Party A or the individuals
or entities designated by Party A).

       

      
        
           


        

        
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                Article
      5

              


      

      


      Each of
the Grantors hereby acknowledges that he/she will withdraw the appointment of
the persons designated by Party A if Party A change such designated person and
reappoint the substituted persons designated by Party A as the new Proxy Holders
to exercise his/her Voting Rights at the shareholder’s meeting of Kingtone
Information.

      


      
        	
                 
      

              	
                Article
      6

              


      

      


      All
authorizations made under this Agreement shall be conclusive and binding upon
the Grantors and each and every act and thing effected by the Proxy Holders
pursuant hereto shall be as good, valid and effectual as if the same had been
done by the Grantors. The Grantors hereby irrevocably and unconditionally
undertake at all times hereafter to ratify and confirm whatsoever the Proxy
Holders shall lawfully do or cause to be done by virtue of all such
authorizations conferred by this Agreement.

      


      
        	
                 
      

              	
                Article
      7

              


      

      


      The
Grantors hereby irrevocably and unconditionally undertake at all times to
indemnify and keep indemnified each of the Proxy Holders against any and all
actions, proceedings, claims, costs, expenses and liabilities whatsoever arising
from the exercise or purported exercise of any of the powers conferred or
purported to be conferred by this Agreement.

      


      
        	
                 
      

              	
                Article
      8

              


      

      


      This
Agreement has been duly executed by the parties’ authorized representatives as
of the date first set forth above and shall become effective upon
execution.

      


      
        	
                 
      

              	
                Article
      9

              


      

      


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

      


      
        	
                 
      

              	
                Article
      10

              


      

      


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

      


      
        	
                 
      

              	
                Article
      11

              


      

      


      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.

       

      
        
          
          

        

        
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                Article
      12

              


      

      


      This
Agreement is executed in both Chinese and English in twenty-three copies; each
Party holds one and each original copy which has the same legal effect. Both the
English version and Chinese version shall have the same effect.

       

      (This
space intentionally left blank)

       

      IN
WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by
their duly authorized representatives as of the date first written
above.

       

      
        
          
            
              	
                      PARTY
      A: Xi’an Softech Co., Ltd

                    
	 
      
	
                      (Seal)

                    
	 
      
	
                      Legal
      Representative/Authorized Representative

                    
	 
      	 
      
	
                      (Signature): 

                    	 /s/
      Wang Wan Jiao
	 
      	 
      
	
                      PARTY
      B:

                    	 
      
	 
      	 
      
	
                      Li
      Tao

                    	 
      
	 
      	 
      
	
                      (Signature):

                    	 /s/
      Li Tao
	 
      	 
      
	
                      Chen
      Xue Tao

                    
	 
      	 
      
	
                      (Signature):

                    	 /s/
      Chen Xue Tao


            

          

        

         

        
          
             


          

          
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                                Wang
      Wan Jiao

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Wang Wan Jiao
	 
      	 
      
	
                                Wu
      Li

                              	 
      
	 
      	 
      
	
                                (Signature): 

                              	 /s/
      Wu Li
	 
      	 
      
	
                                Pu
      Wei

                              	 
      
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Pu Wei
	 
      	 
      
	
                                Zhang
      Yu Fan 

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Zhang Yu Fan
	 
      	 
      
	
                                Guo
      Ming

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Guo Ming
	 
      	 
      
	
                                Zhang
      Wei

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Zhang Wei
	 
      	 
      
	
                                Li
      Jian Ping

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Li Jian Ping
	 
      	 
      
	
                                Qin
      Shu Ling

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Qin Shu
Ling


                      

                    

                  

                

              

            

          

        


        
          
             


          

          
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                                Li
      Jing

                              	 
      
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Li Jing
	 
      	 
      
	
                                Zhang
      Xiao Ming

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Zhang Xiao Ming
	 
      	 
      
	
                                Zhang
      Xiao Bin

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Zhang Xiao Bin
	 
      	 
      
	
                                Wang
      Wei

                              	 
      
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Wang Wei
	 
      	 
      
	
                                Zhang
      Peng

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Zhang Peng
	 
      	 
      
	
                                Xi
      Peng Guo

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Xi Peng Gou
	 
      	 
      
	
                                Chen
      Xian Ying

                              
	 
      	 
      
	
                                (Signature): 

                              	 /s/
      Chen Xian Ying
	 
      	 
      
	
                                Ma
      Jun

                              
	 
      	 
      
	
                                (Signature):

                              	 /s/
      Ma
Jun


                      

                    

                  

                

              

            

          

        


        
          
             


          

          
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                      PARTY
      C: Xi’an TechTeam Investment Holding Group Company

                    
	 
      
	
                      (Seal)

                    
	 
      
	
                      Legal
      Representative/Authorized Representative

                    
	 
      	 
      
	
                      (Signature):

                    	 /s/
      Li Tao
	 
      	 
      
	
                      PARTY
      D: Shenzhen Capital Group Co., Ltd

                    
	 
      
	
                      (Seal)

                    
	 
      
	
                      Legal
      Representative/Authorized Representative

                    
	 
      	 
      
	
                      (Signature): 

                    	/s/
      Jin Hai Tao
	 
      	 
      
	
                      PARTY
      E: Xi’an Hongtu Capital Co., Ltd

                    
	 
      	 
      
	
                      (Seal)

                    
	 
      	 
      
	
                      Legal
      Representative/Authorized Representative

                    
	 
      	 
      
	
                      (Signature):

                    	/s/
      Xia Fu Xi


            

          

        


        
          
             


          

          
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                    PARTY F: Shaanxi Yuanxing Science and
      Technology Co., Ltd

                  
	 
      
	
                    (Seal)

                  
	 
      
	
                    Legal
      Representative/Authorized Representative

                  
	 
      	 
      
	
                    (Signature): 

                  	 /s/
      Li Ke Chen


          

        

      


      
        
           


        

        
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      Exhibit
A

       

      List
of Individual Shareholders

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        Name

                                                                      	 	
                                                                        ID
      Card Number

                                                                      	 	 	
                                                                        Share
      Percentage

                                                                      	 
	 	 	 	 	 	 	 
	
                                                                        Li
      Tao

                                                                      	 	 	
                                                                        610103196511281613

                                                                      	 	 	 	36.61	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Chen
      Xue Tao

                                                                      	 	 	
                                                                        61010319710930165X 
      

                                                                      	 	 	 	8.93	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Wang
      Wan Jiao

                                                                      	 	 	
                                                                        610104198109266162

                                                                      	 	 	 	5.35	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Wu
      Li

                                                                      	 	 	
                                                                        610111620918202

                                                                      	 	 	 	1.09	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Pu
      Wei

                                                                      	 	 	
                                                                        610104196910302123

                                                                      	 	 	 	1.04	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Zhang
      Yu Fan

                                                                      	 	 	
                                                                        610103196508063244

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Guo
      Ming

                                                                      	 	 	
                                                                        610113195801080017

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Zhang
      Wei

                                                                      	 	 	
                                                                        610103197802122043

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Li
      Jian Pin

                                                                      	 	 	
                                                                        610103681102368

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Qin
      Shu Ling

                                                                      	 	 	
                                                                        610113195503020446

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Li
      Jing

                                                                      	 	 	
                                                                        420500197212035246

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Zhang
      Xiao Ming

                                                                      	 	 	
                                                                        610113195303102930

                                                                      	 	 	 	0.89	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Zhang
      Xiao Bin

                                                                      	 	 	
                                                                        612325197911180016

                                                                      	 	 	 	0.53	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Wang
      Wei

                                                                      	 	 	
                                                                        610627198201080055

                                                                      	 	 	 	0.38	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Zhang
      Peng

                                                                      	 	 	
                                                                        622101196712220017

                                                                      	 	 	 	0.36	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Xi
      Peng Guo

                                                                      	 	 	
                                                                        610431197601031334

                                                                      	 	 	 	0.36	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Chen
      Xian Ying

                                                                      	 	 	
                                                                        610112750201523

                                                                      	 	 	 	0.36	%
	 	 	 	 	 	 	 	 	 
	
                                                                        Ma
      Jun

                                                                      	 	 	
                                                                        612728196803210253

                                                                      	 	 	 	0.36	%


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
           


        

        
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