SHAREHOLDER'S VOTING PROXY AGREEMENT BETWEEN CHEN ZHISHENG AND GUANGZHOU FLOURISHING BLESSING HENG SENG AGRICULTURAL TECHNOLOGY LIMITED December 2009 GUANGZHOU, CHINA
SHAREHOLDER'S
VOTING
PROXY
AGREEMENT
BETWEEN
XXXX
XXXXXXXX
AND
GUANGZHOU
FLOURISHING BLESSING XXXX XXXX
AGRICULTURAL
TECHNOLOGY LIMITED
December
2009
GUANGZHOU,
CHINA
This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as
of 26 December 2009 between the following parties in Guangzhou:
Party
A: XXXX Xxxxxxxx
A citizen
of PRC, Identity Card Number: 440622196305103634
and,
Party
B: Guangzhou Flourishing Blessing Xxxx Xxxx Agricultural Technology
Limited
Registered
Address: 17 of 301, Xx. 000, Xxxxxxxx Xxxx, Xxxxxxxx and Technology Development
District, Guangzhou City, Guangdong Province, China
Legal
Representative: Xxx Xxxx
In this
Agreement, Party A and Party B are called collectively as the “Parties,” and
each of them is called as the “Party”. Party A is collectively called the
“Grantors” and respectively called “Each of the Grantors”.
WHEREAS:
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1
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Party
B is a wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China;
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2
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As
of the date of this Agreement, the Grantors are shareholders of Foshan
Nanhai Xx Xx Xxxx Sheng Aquatic Co., Ltd.(the “Opco”) and collectively
legally hold all of the shares of
Opco;
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3
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Each
of the Grantors desires to appoint the persons designated by Party B to
exercise its shareholder’s voting rights at the shareholders’ meeting of
Opco (“Voting
Rights”) and Party B is willing to designate such
persons.
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NOW THEREFORE, the Parties
hereby have reached the following agreement upon friendly
consultations:
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Article
1.
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Each
of the Grantors hereby agrees to irrevocably appoint the persons
designated by Party B with the exclusive right to exercise, on his behalf,
all of his Voting Rights in accordance with the laws and Opco’s Articles
of Association, including but not limited to the rights to sell or
transfer all or any of his shares of Opco, and to appoint and elect the
directors and Chairman as the authorized legal representative of
Opco.
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Article
2.
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The
persons designated by Party B shall be the full board of Party B (the
“Proxy Holders”).
All Parties agree that all members of board of directors of Opco shall be
nominated and appointed by the Proxy Holders according to the direction of
Party B.
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Article
3.
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Party
B 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.
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Article
4.
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All
Parties to this Agreement hereby acknowledge that, regardless of any
change in the shares of Opco, Each of the Grantors shall appoint the
person designated by Party B with all Voting Rights. All Parties to this
Agreement agree, Party A, can not transfer his shares (the “Transferor”) of Opco to
any individual or company other than Party B or the individuals or
entities designated by Party B.
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Article
5.
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Each
of the Grantors hereby acknowledges that he/she will withdraw the
appointment of the persons designated by Party B if Party B change such
designated person and reappoint the substituted persons designated by
Party B as the new Proxy Holders to exercise his/her Voting Rights at the
shareholder’s meeting of Opco.
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Article
6.
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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.
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Article
7.
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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.
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Article
8.
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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.
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Article
9.
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This
Agreement shall not be terminated prior to the completion of acquisition
of all of the shares in, or all assets or business of, Opco by Party
B;
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Article
10.
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Any
amendment and termination of this Agreement shall be in written and agreed
upon by the Parties.
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Article
11.
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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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Article
12.
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The
Parties shall strive to settle any dispute arising from the interpretation
or performance of this Agreement through friendly consultation. In case no
settlement can be reached through consultation within thirty (30) days
after such dispute is raised, each party can submit such matter to China
International Economic and Trade Arbitration Commission (the “CIETAC”) in
Beijing in accordance with its rules then in effect. The arbitration shall
take place in Beijing. The arbitration award shall be final, conclusive
and binding upon both parties.
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Article
13.
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This
Agreement is executed in both Chinese and English in 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.
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(REMAINDER OF PAGE
INTENTIONALLY LEFT
BLANK)
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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: XXXX Xxxxxxxx
(signature):
Party
B:
Guangzhou
Flourishing Blessing Xxxx Xxxx Agricultural Technology Limited
(seal)
Authorized
representative:
(signature)
This
Agreement is agreed and accepted by the Foshan Nanhai Xx Xx Xxxx
Sheng
Aquatic Co.,
Ltd.(seal):
Authorized
representative:
(signature)
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