RE-EXECUTION OF VOTING RIGHTS PROXY AGREEMENT

THIS RE-EXECUTION OF VOTING RIGHTS PROXY AGREEMENT (this “Re-execution”) is dated September 9, 2011, and is entered into in Pingdingshan City, Henan Province, Peoples’ Republic of China, by and among Pingdingshan Hongyuan Energy Science and Technology Development Co., Ltd. (“Party A”) and each of the shareholders (collectively the “Shareholders”) of Henan Province Pingdingshan Hongli Coal & Coke Co., Ltd. (“Hongli”) including its branch factory, Baofeng Coking Factory, and its subsidiaries, Baofeng Hongguang Environment Protection Electricity Generating Co., Ltd. and Baofeng Hongchang Coal Co., Ltd. (collectively “Hongli Group”). Party A and Pledgors are each referred to in this Re-execution as a “Party” and collectively as the “Parties.” Hongli Group and Sinocoking Coal and Coke Chemical Industries, Inc., a Florida company and the ultimate parent company of Party A are each made a party hereto for the sole purpose of acknowledging this Re-execution. Capitalized terms used but not defined herein shall have the meanings set forth in that certain Proxy Agreement (defined in the Recitals below).

 

WHEREAS, reference is made to that certain Voting Rights Proxy Agreement dated as of March 18, 2009 by and among the Parties (the “Proxy Agreement”);

WHEREAS, per the requirements of Pingdingshan People’s Government, Hongli has increased its registered capital by Renminbi (“RMB”) 20,000,000 (the “Increased Registered Capital Amount”), from RMB 8,080,000 to RMB 28,080,000, to retain its coal trading license;

WHEREAS, the shareholders of Hongli have fully contributed the Increased Registered Capital Amount in accordance with their written resolutions dated March 18, 2011, which contributions were registered with the Administration for Industry and Commerce of Pingdingshan City, Henan Province, on April 29, 2011, as a result of which their respective ownership percentages in Hongli have changed (the “Ownership Percentage Changes”); and

WHEREAS, the Parties desire to re-execute the Proxy Agreement in order to reflect the Increased Registered Capital Amount and the Ownership Percentage Changes.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements herein contained and for other good and valuable consideration, the parties hereto agree as follows:

13.

The Parties hereby agree and acknowledge this Re-execution shall be deemed a re-execution of the Proxy Agreement, and that the signature pages of the Parties hereto shall be deemed to replace the signature pages of the Parties to the Proxy Agreement in their entirety. The Parties further agree that the statements regarding the Increased Registered Capital Amount and the Ownership Percentage Changes in the Recitals of this Re-execution shall supersede any and all prior representations and/or agreements of the Parties in the Proxy Agreement regarding the registered capital of, and the apportionment of ownership percentages in, Hongli.

14.

Except as expressly set forth herein, this Re-execution shall not be deemed to be a waiver, amendment or modification of any provisions of the Proxy Agreement (except to the extent herein set forth), or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case whether arising before or after the date hereof or as a result of performance hereunder or thereunder, all of which (except as specified herein) remain in full force and effect.

15.	This Re-execution shall be governed and construed under the laws of the People’s Republic of China, and shall be binding on and shall inure to the benefit of the parties and their respective successors and permitted assigns.

16.	This Re-execution may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. A facsimile or other electronic transmission of this signed Re-execution  shall be legal and binding on all parties hereto.

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IN WITNESS WHEREOF, the parties hereto have executed this Re-execution as of the date first set forth above.