PROXY AGREEMENT (English Translation)
EXHIBIT
99.4
(English
Translation)
This
Proxy Agreement (the “Agreement”)
is
entered into as of October 28, 2005 between Skystar Bio-Pharmaceutical (Cayman)
Holdings Co., Ltd., a corporation organized under the laws of the Cayman
Islands, (“Party
A”
or
“Proxy
Holder”),
and
Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint stock limited
liability registered in Xi’an with a registered address at Xx. 0, Xxxxx 00000,
Xxxx Xxx Xxxx, Xxxxx, Xxxxxxx Xxxxx, Xxx Xin District, Xi’an, Shanxi Province,
China 710075, (“Party
B”),
Xx.
Xxxxxxx Xx, chairman and shareholder of Party B (“Chairman”),
and
each of the parties listed on Appendix 1 of this Agreement (“Shareholders”).
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.
|
The
Chairman and the Shareholders hold a majority of the outstanding
shares of
Xian Tianxing Bio-Pharmaceutical Co., Ltd., a company with joint
stock
limited liability organized under the laws of the PRC (the “Company”);
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B.
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The
Chairman and each of the Shareholders are willing to entrust the
person
designated by the Proxy Holder with their voting rights (with respect
to
shares held by each such party) without any limitations, at any
shareholder meeting of the Company.
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NOW
THEREFORE,
the
parties agree as follows:
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1.
|
The
Chairman hereby agrees to irrevocably grant the person designated
by the
Proxy Holder with the right to exercise his shareholder voting
rights and
other shareholder right, including the attendance at and the voting
of
such shares at the shareholder’s meeting of Company (or by written consent
in lieu of a meeting) in accordance with applicable laws and its
Article
of Association, including but not limited to the rights to sell
or
transfer all or any of his equity interests of the Company, and
appoint
and vote the directors and Chairman as the authorized representative
of
the shareholders of Company.
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2.
|
The
Proxy Holder agrees to designate the person who accepts the authority
granted by the Chairman pursuant to the Article 1 of this Agreement,
and
the designated person shall represent the Chairman to exercise
the
Chairman’s shareholder voting rights and other shareholder rights pursuant
to this Agreement.
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3.
|
Each
Shareholder hereby agrees to irrevocably grant the person designated
by
the Proxy Holder with the right to exercise his, her or its shareholder
voting rights and other shareholder right, including the attendance
at and
the voting of such shares at the shareholder’s meeting of Company (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 the Company,
and
appoint and vote the directors and the Chairman as the authorized
representative of the shareholders of
Company.
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4.
|
The
Proxy Holder agrees to designate the person who accepts the authority
granted by the Shareholders hereunder pursuant to the Article 1
of this
Agreement, and the designated person shall represent the Shareholders
to
exercise the Shareholders’ voting rights and other shareholder rights
pursuant to this Agreement.
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5.
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The
Chairman and the Shareholders hereby acknowledge that, whatever
any change
with the equity interests of Company, they shall both entrust the
person
designated by the Proxy Holder with all shareholder’s voting rights and
all the rights of shareholders; if the Chairman and the Shareholders
transfer their equity interests of Company to any individual or
company,
the Proxy Holder, or the individuals or entities designated by
the Proxy
Holder (the “Transferee”),
they shall compel and assure that such Transferee sign an agreement
with
the same terms and conditions of this Agreement granting the Proxy
Holder
the shareholder rights of Transferee.
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6.
|
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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7.
|
The
Chairman and the Shareholders hereby acknowledge that if the Proxy
Holder
withdraws the appointment of the relevant person, the Proxy Holder
will
withdraw the appointment and authorization to this person and authorize
other persons, in substitution, designated by the Proxy Holder
for
exercising shareholder voting rights and other rights of themselves
at the
shareholder meetings of the Company.
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8.
|
This
Agreement has been duly executed by the parties’ authorized
representatives as of the date first set forth above and shall
be
effective simultaneously.
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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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Any
amendment and/or rescission shall be agreed by the Parties in writing.
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[SIGNATURE
PAGES FOLLOW]
2
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.
PARTY
A:
Skystar
Bio-Pharmaceutical (Cayman)
Holdings
Co., Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Lu,
Weibing
Title:
Chairman
PARTY
B:
Xian
Tianxing Bio-Pharmaceutical
Co.,
Ltd.
By:
/s/
Xxxxxxx Xx
Name:
Lu,
Weibing
Title:
Chairman
CHAIRMAN:
/s/
Xxxxxxx Xx
____________________________________
Xxxxxxx
Xx
3
SIGNATURE
PAGE FOR SHAREHOLDERS
SHAREHOLDERS:
[SIGNATURES
PAGE FOR SHAREHOLDERS FOLLOWS]
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