Proxy Agreement (English Version) This Proxy Agreement (the "Agreement") is entered into as of December 20, 2006, between the following parties: PARTY A: Longdan International Inc. Legal Address: Renaissance Trust Ltd, Solomon Building, P. O. Box 636,...
(English Version)
This Proxy Agreement (the "Agreement") is entered into as of December
20, 2006, between the following parties:
PARTY A: Longdan International Inc.
Legal Address: Renaissance Trust Ltd, Solomon Building, P. O. Xxx 000,
Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxx.
PARTY B: Hubei Longdan Biological Medicine Technology Co. Ltd.
Legal Address: Floor 21, Jiangtian Building, Xx. 000 Xxxxx Xxxx,
Xxxxxxx Xxxxxxxx, Xxxxx, Xxxxx, Xxxxx, 000000.
PARTY C: The Chairman and each of the Shareholders who collectively own
(a)
100% of the Class A of the Common stocks;
(b)
Part of the Class B of the Common Stocks;
(c)
Part of the Class C of the Common stocks;
and those shareholders represent majority of the voting power
and registered capital in Party B.
WHEREAS, Party A is a business company incorporated under the laws of
Nevis;
WHEREAS, Party B is a company with exclusively domestic capital
registered in the People's Republic of China, and is engaged in the
business of Chinese medicine development, manufacturing, sale and
pharmacy management distribution network;
WHEREAS, Part A has entered a series of agreements, collectively the
"Main Agreements", which include "Exclusive Consult and Services
Agreement", "Operating Agreement" and "Equity Pledge Agreement", and
"Exclusive Option Agreement", with Part B, or Part B and Part B's
shareholders together, concurrently with this Agreement;
WHEREAS, Party A, Part B and Part C agree to further clarify issues
relative to the exercise of voting power over the registered capital of
Party B occupied and held by Party C pursuant to provisions of this
Agreement.
NOW THEREFORE, Party A, Part B and Part C through negotiations hereby
agree as follows through mutual negotiations:
1.
Authorization of Voting Power
1.1 Party C (Chairman and each shareholder) hereby irrevocably
authorizes Party A , or any of Party A's designees ("Designee") to
undertake and exercise all of his voting rights as a shareholder of
Party B pursuant to the laws of the People's Republic of China (PRC) and
the company documents of Party B ("Authorized Rights") for the period
specified in Article 3 hereunder. The Authorized Rights include, but are
not limited to:
(a) Fully represent of such shares in all cases.
(b) Make attendance of the shareholder meetings, and execution of
the voting power of such shares of Party B either in person or by proxy.
(c) Appoint the Party B's directors.
1.2 Party A approves the authorization involved in Article 1.1,
and may from time to time establish and amend rules to govern how Part
A shall exercise such Authorized Rights in the names of Party C
according to the provisions of this Agreement.
1.3 Party B recognizes and approves this Authorized Rights, and
shall not take any effects or act in any manner inconsistent with the
provisions of this Agreement.
1.4 All Parties hereby acknowledge that, regardless of any change
with the equity interests of Part B, the authorization involved in
Article 1.1 will keep consistently.
1.5 Party C agrees that, upon the request of Party A at any time
and from time to time, it will execute any and all further
documentation including, without limitation, powers of attorney, voting
rights authorizations and/or proxies, to enable Party A to exercise the
Authorized Rights granted to it hereunder at any meeting of the holders
of Party B's registered capital, and to further take any and all
actions necessary for Party A to exercise the Authorized Rights
hereunder.
2. Obligations Separate
The Chairman and the Shareholders hereby acknowledge that the
obligations of the Chairman and the Shareholders under this Agreement
are separate, and if one such party shall no longer be a shareholder of
the Company, the obligations of the other party shall remain intact.
3. Effective Date And Term
This Agreement shall come into effect as of the date first present
above. The term of this Agreement shall be twenty (20) years and may be
extended by the written agreement among the Parties upon the expiration
of this Agreement, Party A may elect to renew this authorization for an
additional twenty (20) year period after the initial term hereof or any
renewal term.
4. Termination
During the initial or any renewal term of this Agreement, Party B shall
not elect to terminate this Agreement. Notwithstanding the above
stipulation, Party A shall have the right to terminate this Agreement
with or without any reason at any time by definitely giving Party B a
written notice thirty days prior to the termination.
5. This Agreement shall be governed by, and construed in accordance with the laws of the People's Republic of China.
6. Language
This Agreement has been written in both Chinese and English, and only
executed in Chinese. This Agreement is executed in three originals and
each Party holds one original. Each original has the same legal effect.
This Agreement may also be executed in two or more counterparts, which
together shall constitute a single agreement. This Agreement and any
documents relating to it may be executed and transmitted to any other
party by facsimile, which facsimile shall be deemed to be, and utilized
in all respects as, an original, wet-inked document and with the same
legal effect as an original.
7. Amendments and Supplementary Agreements
Parties may negotiate and enter any amendments of this Agreement,
or supplementary agreements on matters not agreed upon herein. Any
amendments of this Agreement, or supplementary agreements shall be
valid only when made in writing and signed by all parties. Any
amendments of this Agreement, or supplementary contracts have equal
effect as this Agreement.
8. No Payment
Party A shall not receive any payment for exercising the
Authorized Rights hereunder.
(Signature Pages Follow)
Signature Pages
IN WITNESS WHEREOF the Part A, Part B and Part C hereto have caused
this Agreement to be duly executed on their behalf by a duly authorized
representative as of the date first written above.
Party A : Longdan International Inc.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Chairman
Party B: Hubei Longdan Biological Medicine Technology Co. Ltd.
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
Chairman
Chairman:
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx
(Shareholders Signature Pages Follow)
Signature Pages For Shareholders
