Shareholder’s Voting Proxy Agreement
This
Shareholder’s Voting Proxy Agreement (the “Agreement”) is entered into as of
July 25, 2008 between the parties in Fuzhou, Fujian Province,
P.R.C.:
Party
A:
Green
Planet Bioengineering Co., Ltd.Registered
Address: #000 xx Xxxxxx Xxxxxxx, #000, Xxxx Ye Nan Road, Sanming
City
Party
B: Zhao
Min, A
citizen
of P.R.C.,
And
the
Identity Card Number: 350111196808040358;
Zheng
Minyan, A
citizen
of P.R.C.,
And
the
Identity Card Number: 350402801017202;
Jiangle
Jianlong Mineral Industry Co., Ltd.,
And
the Business License Number: Xx Xx Xxxx Xxxx Fu Zi No.000264
WHEREAS:
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1.
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Party
A is a wholly foreign-owned enterprise incorporated under the laws
of the
People’s Republic of China (the “P.R.C.”), and registered at
Administration of Industry and Commerce Bureau of Sanming. The registered
number is 350400400003046. It legally exists to
date.
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2.
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As
of the date of this Agreement, Party B are the only shareholder of
Sanming
Huajian Bio-Engineering Co., Ltd. (“Sanming Huajian”) and collectively
legally hold all of the equity interest of Sanming
Huajian;
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3.
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Sanming
Huajian is an enterprise registered in Sanming City, Fujian Province,
and
legally existing to date. The number of its business license is
350400100007408.
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4.
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Party
B desire to appoint the person designated by Party A to exercise
their
shareholders’ voting rights and other rights at Sanming Huajian in
accordance with the laws and Sanming Huajian’s Articles of Association,
and Party A is willing to designate such
person.
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NOW
THEREFORE,
the
Parties hereby have reached the following agreement upon friendly
consultations:
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1.
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Party
B hereby agree to irrevocably appoint the person designated by Party
A
with the exclusive right to exercise, on their behalf, all of their
shareholders’ voting rights at Sanming Huajian in accordance with the laws
and Sanming Huajian’s Articles of Association, including but not limited
to the rights to sell or transfer all or any of their equity interests
of
Sanming Huajian, and to appoint and elect the executive director
of
Sanming Huajian.
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2.
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Party
A agrees to designate such Proxy Holders pursuant to Section 1 of
this
Agreement, and this person shall represent Party B to exercise their
shareholders’ voting rights pursuant to this
Agreement.
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3.
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Both
Parties to this Agreement hereby acknowledge that, regardless of
any
change in the equity interests of Sanming Huajian, Party B shall
appoint
the person designated by Party A with all shareholders’ voting rights.
Both Parties to this Agreement agree that Party B can not transfer
their
equity interests of Sanming Huajian. to any individual or company
(other
than Party A or the individuals or entities designated by Party
A).
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4.
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Party
B hereby acknowledge that they will withdraw the appointment of the
person
designated by Party A if Party A change such designated person and
reappoint the substituted person designated by Party A as the new
Proxy
Holders to exercise their shareholders’ voting rights at Sanming
Huajian.
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5.
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This
Agreement sets forth and becomes effective when the Party A’s authorized
representatives and Party B sign as the date mentioned on the first
page.
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6.
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This
Agreement shall not be terminated prior to the completion of acquisition
of all of the equity interests in, or all assets of, Sanming Huajian
by
Party A;
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7.
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Any
amendment and termination of this Agreement shall be in written and
agreed
upon by Both Parties.
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8.
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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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9.
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This
Agreement is executed in Chinese and English in four (4) copies of
each
language; with everyone of Party A and Party B holding one copy of
each
language, and each original copy has the same legal effect. In the
event
of any conflict between the two versions, the Chinese version shall
prevail.
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[NO
CONTEXT BELOW, SIGNATURE PAGE ONLY]
[SIGNATURE
PAGE]
PARTY
A: Green
Planet Bioengineering Co., Ltd.
(Seal)
Authorized Representative(Signature):
PARTY
B: ___________________(Signature)
____________________(Signature)
Zhao
Xxx
Xxxxx Minyan
Jiangle
Jianlong Mineral Industry Co., Ltd. (Seal)
Legal
Representative
(Signature):
This
Agreement is agreed and accepted by:
Sanming
Huajian Bio-Engineering Co., Ltd. (Seal)
Legal Representative/Authorized Representative
(Signature):
