PROXY AGREEMENT (English Translation)
Exhibit
99.4
(English
Translation)
This
Proxy Agreement (the “Agreement”)
is
entered into as of August 18, 2006 between Hangson Limited, a business company
organized under the laws of the British Virgin Islands, (“Party
A”),
and
Shaanxi Suoang Biological Science & Technology Co., Ltd., a company with
joint stock limited liability organized under the laws of the People’s Republic
of China and registered in Xi’an with a registered address at 22F, Suite A,
Zhengxin Building, No.5, Gaoxin 1st Road, Xi’an Hi-tech Industries Development
Zone, Xi’an, Shaanxi Province, People’s Republic of China 710075, (“Shaanxi
Suo’ang”),
Xx.
Xxxxxx Xxx, chairman and shareholder of Party B (“Chairman”),
and
each of the parties listed on the attached Signature Page for Shareholders
(collectively the “Shareholders”
or
individually the “Shareholder”).
In
this Agreement, Party A, Party B, the Chairman and the Shareholders are referred
to collectively in this Agreement as the “Parties” and each of them is referred
to as a “Party”.
RECITALS
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A.
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Party
A is a business company organized under the laws of the British Virgin
Islands;
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B.
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The
Chairman and the Shareholders together hold a majority of the outstanding
shares of Shaanxi Suo’ang Biological Science & Technology Co., Ltd., a
company with joint stock limited liability organized under the laws
of the
PRC (the “Shaanxi Suo’ang”);
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C.
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The
Chairman and each of the Shareholders desire to entrust the Board
of
Directors of Party A, or any person designated by Party A with their
voting rights (with respect to shares held by each such party) without
any
limitations, at any shareholder meeting of the Shaanxi
Suo’ang.
|
NOW
THEREFORE, the parties agree as follows:
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1.
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The
Chairman hereby agrees to irrevocably grants and entrusts Party A,
or any
of Party A’s designees (“Designee”)
for the maximum period permitted by law with all of the Chairman’s voting
rights as a shareholder of the Shaanxi Suo’ang. Party A or Designee shall
exercise such rights in accordance with and within the limitations
of the
laws of the PRC and the Articles of Association of Shaanxi Suo’ang,
including without limitation, the attendance at and the voting of
such
shares at the shareholder’s meeting of Shaanxi Suo’ang (or by written
consent in lieu of a meeting) in accordance with applicable laws
and its
Articles of Association, including but not limited to the rights
to sell
or transfer all or any of his equity interests of Shaanxi Suo’ang, and
appoint and vote the directors as the authorized representative of
the
shareholders of Shaanxi Suo’ang.
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2.
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Each
Shareholder hereby agrees irrevocably grants and entrusts Party A,
or any
of Party A’s designees (“Designee”)
for the maximum period permitted by law with all of the Shareholder’s
voting rights as a shareholder of the Shaanxi Suo’ang. Party A or Designee
shall exercise such rights in accordance with and within the limitations
of the laws of the PRC and the Articles of Association of Shaanxi
Suo’ang,
including without limitation, the attendance at and the voting of
such
shares at the shareholder’s meeting of Shaanxi Suo’ang (or by written
consent in lieu of a meeting) in accordance with applicable laws
and its
Articles of Association, including but not limited to the rights
to sell
or transfer all or any of his equity interests of Shaanxi Suo’ang, and
appoint and vote the directors as the authorized representative of
the
shareholders of Shaanxi Suo’ang.
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3.
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Party
A may from time to time establish and amend rules to govern how Party
A
shall exercise the powers granted to it by the Chairman and the
Shareholders herein, including, but not limited to, the number of
directors of Party A which shall be required to authorize or take
any
action and to sign documents evidencing the taking of such action,
and
Party A shall only take action in accordance with such
rules.
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4.
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All
Parties hereby acknowledge that, regardless of any change with the
equity
interests of Shaanxi Suo’ang, the Chairman and the Shareholders shall
appoint the person designated by Party A with the voting rights held
by
Party A. The Chairman and the Shareholders hereby acknowledge that
if
Party A withdraws the appointment of the person designated by Party
A, the
Chairman and the Shareholders will withdraw the appointment and
authorization to this person and authorize other persons, in substitution,
designated by Party A for exercising shareholder voting rights and
other
rights of themselves at the shareholder meetings of Shaanxi
Suo’ang.
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5.
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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.
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6.
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The
Chairman and the Shareholders shall not transfer their equity interests
in
Shaanxi Suo’ang to any individual or company (other than Party A or the
individuals or entities designated by Party A). The Chairman and
each of
the Shareholders acknowledge that each of them will continue to perform
this Agreement even if one or more of such shareholders no longer
hold the
equity interests of Shaanxi
Suo’ang.
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7.
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This
Agreement has been duly executed by the Parties, and, in the case
of a
party which is not natural person, has been duly authorized by all
necessary corporate or other action by such Party and executed and
delivered by such Party’s duly authorized representatives as of the date
first set forth above and shall be effective
simultaneously.
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2
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8.
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The
Chairman and the Shareholders represent and warrant to Party A that
they
own all of the shares of Shaanxi Suo’ang set forth below their names on
the signature page below, free and clear of all liens and encumbrances,
and the Chairman and each of the Shareholders have not granted to
anyone,
other than Party A, a power of attorney or proxy over any of such
shares
or in the Chairman and the Shareholders’ rights as shareholders of Shaanxi
Suo’ang. The Chairman and the Shareholders further represent and warrant
that the execution and delivery of this Agreement by the Chairman
and by
each of the Shareholders will not violate any law, regulations, judicial
or administrative order, arbitration award, agreement, contract or
covenant applicable to the Chairman and the
Shareholders.
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9.
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The
effective term shall be ten (10) years and may be extended by the
written
agreement among the Parties upon the expiration of this Agreement,
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10.
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This
Agreement may not be terminated without the unanimous consent of
both
Parties, except that Party A may, by giving thirty (30) days prior
written
notice to Party B hereto, terminate this
Agreement.
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11.
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Any
amendment and/or rescission shall be agreed by the Parties in
writing.
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12.
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The
execution, validity, construction and performance of this Agreement
shall
be governed by the laws of PRC.
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13.
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This
Agreement has been executed in Chinese in duplicate originals; each
Party
holds one (1) original and each duplicate original shall have 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..
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14.
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Both
Parties agree that in case of disputes arising from this Agreement,
both
Parties shall settle their dispute through mediation, not in a lawsuit
brought in Court. If the Parties cannot reach a settlement 45 days
after
the mediation, the dispute shall be referred to and determined by
arbitration in the China International Economic and Trade Arbitration
Commission (“CIETAC”) upon the initiation of either Party in accordance
with the prevailing arbitration rules of CIETAC. The written decision
of
the arbitrator shall be binding and conclusive on the Parties hereto
and
enforceable in any court of competent
jurisdiction.
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[SIGNATURE
PAGES FOLLOW]
3
SIGNATURE
PAGE
IN
WITNESS WHEREOF each
party hereto have caused this Proxy Agreement to be duly executed by itself
or a
duly authorized representative on its behalf as of the date first written
above.
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PARTY
A: HANGSON
LIMITED
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| By: | /s/ Baowen Ren | ||
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Name:Baowen
Ren
|
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Title:
President
|
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CHAIRMAN:
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| /s/ Baowen Ren | |||
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Baowen
Ren
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|||
Shares
of
Shaanxi Suo’ang
Biological Science & Technology Co., Ltd. owned by Baowen Ren: RMB15,150,000
(21.64%)
Address: Xx.
0
Xxxxxxxx Xxxxx, Xxxxxxx Xxxxxxxx,
Xxxxxxxxx
Xxxx, Xxxxxxx Province,
People’s
Republic of China
Tel:
8629-8406
7376
Fax: 0000-0000
0000
[SIGNATURE
PAGES CONTINUES ON THE FOLLOWING PAGE]
4
SIGNATURE
PAGE FOR SHAREHOLDERS
SHAREHOLDERS
OF SHAANXI SUO’ANG BIOLOGICAL SCIENCE & TECHNOLOGY CO.,
LTD.:
/s/
Shaanxi Hangzhong Lanchao Garment Group Co., Ltd.
By:
Shaanxi
Hangzhong Lanchao Garment Group Co., Ltd.
(PRC
ID
Card No.: 6123002000570)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Shaanxi
Hangzhong Lanchao Garment Group Co., Ltd.: RMB16,000,000
(22.86%)
/s/
Baowen Ren
By:
Baowen
Ren
(PRC
ID
Card No.: 612301700515001)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Baowen
Ren:
RMB15,150,000 (21.64%)
/s/
Fuxiu Qu
By:
Fuxiu
Qu
(PRC
ID
Card No.: 612301440413042)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned
by
Fuxiu
Qu:
RMB780,000 (1.11%)
/s/
Yuan Lei
By:
Yuan
Lei
(PRC
ID
Card No.: 612301600209062)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Yuan
Lei:
RMB750,000 (1.07%)
/s/
Shanqing Yong
By:
Shanqing Yong
(PRC
ID
Card No.: 612323570512001)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Shanqing
Yong:
RMB750,000 (1.07%)
5
/s/
Xxxx Xxxx
By:
Xxxx
Xxxx
(PRC
ID
Card No.: 612321651228003)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned
by
Xxxx
Xxxx:
RMB7,720,000 (11.03%)
/s/
Wenxia Ren
By:
Wenxia
Ren
(PRC
ID
Card No.: 612323640824222)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Wenxia
Ren:
RMB650,00 (0.93%)
/s/
Xxxxxxxxx Xxx
By:
Xxxxxxxxx
Xxx
(PRC
ID
Card No.: 612301410820041)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Xxxxxxxxx
Xxx:
RMB6,620,000 (9.46%)
/s/
Xxxx Xxxxx
By:
Xxxx
Xxxxx
(PRC
ID
Card No.: 612301197110190520)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Xxxx
Xxxxx:
RMB600,000 (0.86%)
/s/
Xx
Xxxx
By:
Xx
Xxxx
(PRC
ID
Card No.: 612301196510270429)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Xx
Xxxx:
RMB550,000 (0.79%)
/s/
Xxxxxx Xxxx
By:
Xxxxxx
Xxxx
(PRC
ID
Card No.: 612321691226023)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Xxxxxx
Xxxx:
RMB450,000 (0.64%)
6
/s/
Xxxxxx Xxxxx
By:
Xxxxxx
Xxxxx
(PRC
ID
Card No.: 000000000000000)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned
by
Xxxxxx
Xxxxx:
RMB11,480,000 (16.40%)
/s/
Xxxxxx Xxx
By:
Xxxxxx
Xxx
(PRC
ID
Card No.: 612301780220091)
Shares
of
Shaanxi Suo’ang Biological Science & Technology Co., Ltd. owned by
Xxxxxx
Xxx:
RMB8,500,000 (12.14%)
7
