VOTING RIGHTS PROXY AGREEMENT
This
Voting Rights Proxy Agreement (the “Agreement”) is
entered into in Laiyang City, Shandong Province, People’s Republic of China
(“PRC” or
“China”) as of
June 10, 2009 by and among Shangdong MeiKeFuBang Food Limited (“Party A”), Shangdong
Longkang Juice Co., Ltd (the “Company” or “Party B”), and the
undersigned shareholders of Party B (the “Shareholders”). Party
A, Party B and the Shareholders are each referred to in this Agreement as a
“Party” and
collectively as the “Parties.”
RECITALS
1. Party
B is engaged in the business of the production, processing, and sale of juice,
soft drink, fruit-wine, dairy products, meat, food, farm products (expired on
October 21, 2011); import and export business (excluding the restricted or
prohibited products and technology ). Party A has the expertise in
consulting, and Party A has entered into a series of agreements with Party B to
provide Party B with various consulting services.
2. The
Shareholders are shareholders of the Company, each legally holding such amount
of equity interest of the Company as set forth on the signature page of this
Agreement and collectively holding 100% of the issued and outstanding equity
interests of the Company (collectively the “Equity Interest”).
3. The
Shareholders desire to grant to Party A a proxy to vote the Equity Interest for
the maximum period of time permitted by law in consideration of good and
valuable consideration, the receipt of which is hereby acknowledged and agreed
by Party A.
NOW THEREFORE, the Parties
agree as follows:
1. The
Shareholders hereby agree to irrevocably grant and entrust Party A, for the
maximum period of time permitted by law, with all of their voting rights as
shareholders of the Company. Party A shall exercise such rights in
accordance with and within the parameters of the laws of the PRC and the
Articles of Association of the Company.
2. Party
A may establish and amend rules to govern how Party A shall exercise the powers
granted by the Shareholders herein, including, but not limited to, the number or
percentage of directors of Party A which shall be required to authorize the
exercise of the voting rights granted by the Shareholders, and Party A shall
only proceed in accordance with such rules.
3. The
Shareholders shall not transfer or cause to be transferred the Equity Interest
to any party (other than Party A or such designee of Party A). Each
Shareholder acknowledges that it will continue to perform its obligations under
this Proxy Agreement even if one or more of other Shareholders no longer holds
any part of the Equity Interest.
4. This
Proxy Agreement has been duly executed by the Parties as of the date first set
forth above, and in the event that a Party is not a natural person, then such
Party’s action has been duly authorized by all necessary corporate or other
action and executed and delivered by such Party’s duly authorized
representatives. This Agreement shall take effect upon the execution
of this Agreement.
5. Each
Shareholder represents and warrants to Party A that such Shareholder owns such
amount of the Equity Interest as set forth next to its name on the signature
page below, free and clear of all liens and encumbrances, and such Shareholder
has not granted to any party, other than Party A, a power of attorney or proxy
over any of such amount of the Equity Interest or any of such Shareholder’s
rights as a shareholder of Company. Each Shareholder further
represents and warrants that the execution and delivery of this Agreement by
such Shareholder shall not violate any law, regulations, judicial or
administrative order, arbitration award, agreement, contract or covenant
applicable to such Shareholder.
6. This
Agreement may not be terminated without the unanimous consent of all Parties,
except that Party A may, by giving a thirty (30) day prior written notice to the
Shareholders, terminate this Agreement. , with or without cause
7. Any
amendment to and/or rescission of this Agreement shall be in writing by the
Parties.
8. The
execution, validity, creation and performance of this Agreement shall be
governed by the laws of PRC.
9. This
Agreement shall be executed in seven (7) duplicate originals in English, and
each Party shall receive one (1) duplicate original, each of which shall be
equally valid.
10. The
Parties agree that in the event a dispute shall arise from this Agreement, the
Parties shall settle their dispute through amicable negotiations. If
the Parties cannot reach a settlement within 45 days following the negotiations,
the dispute shall be submitted to be determined by arbitration through China
International Economic and Trade Arbitration Commission (“CIETAC”) in accordance
with CIETAC arbitration rules. The arbitration shall be conducted in Beijing in
English. The determination of CIETAC shall be conclusively binding upon the
Parties and shall be enforceable in any court of competent
jurisdiction.
[SIGNATURE
PAGE FOLLOWS]
Proxy
Agreement
shandong
longkang juice
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IN WITNESS WHEREOF this
Agreement is duly executed by each Party or its legal
representatives.
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PARTY
A:
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Shangdong
MeiKeFuBang Food Limited
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Legal/Authorized
Representative: ____________________
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Name:
JIANG Zhide
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Title:
Executive Director
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PARTY
B:
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Shangdong
Longkang Juice Co., Ltd
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Legal/Authorized
Representative: ____________________
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Name:
JIANG Zhide
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Title:
Chairman of the Board of Directors
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Proxy
Agreement
shandong
longkang juice
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SIGNATURE PAGE FOR
SHAREHOLDERS OF PARTY B
SHAREHOLDERS
OF PARTY B:
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JIANG
Zhide
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ID
Card No.: 370682195611231611
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Owns
60% of Shangdong Longkang Juice Co., Ltd
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XXXX
Xxxxxxx
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ID
Card No.: 370682195505281674
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Owns
10% of Shangdong Longkang Juice Co., Ltd
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CHU
Xichang
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ID
Card No.: 370682195404071619
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Owns
10% of Shangdong Longkang Juice Co., Ltd
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XXXX
Xxxxxxx
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ID Card No.:
370682630906161
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Owns
10% of Shangdong Longkang Juice Co., Ltd
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LV
Fengqing
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ID
Card No.: 37068219681122164X
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Owns
10% of Shangdong Longkang Juice Co., Ltd
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Proxy
Agreement
shandong
longkang juice
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