SHAREHOLDERS' VOTING PROXY AGREEMENT AMONG THE FOURTEEN PERSONS INCLUDING WANG RONGHUA AND SHAANXI BIOSTAR BIOTECH LTD 【●】July, 2007 XIANYANG, CHINA
SHAREHOLDERS'
VOTING
PROXY
AGREEMENT
AMONG
THE
FOURTEEN PERSONS INCLUDING ▇▇▇▇ ▇▇▇▇▇▇▇
AND
SHAANXI
BIOSTAR BIOTECH LTD
【●】July,
2007
XIANYANG,
CHINA
Shareholders’
Voting Proxy Agreement
This
Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of
July【●】,
2007
among the following parties in Xianyang:
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Party
A:
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Shaanxi
Biostar Biotech Ltd
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||
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Registered
Address: 3rd floor, backyard of Industrial and Business Bureau, Shiji
Avenue, Xianyang.
Legal
Representative: ▇▇▇▇ ▇▇▇
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Party
B:
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1.
▇▇▇▇
▇▇▇▇▇▇▇, a citizen of PRC with ID Card number【●】
2.
▇▇▇▇
▇▇▇, a citizen of PRC with ID Card number 【●】
3.
▇▇▇▇
▇▇▇▇▇▇, a citizen of PRC with ID Card number 【●】
4.
Wang
Rangmei, a citizen of PRC with ID Card number 【●】
5.
▇▇▇
▇▇▇▇▇▇, a citizen of PRC with ID Card number 【●】
6.
▇▇▇▇
▇▇▇▇▇▇, a citizen of PRC with ID Card number 【●】,
7.
An
Xiaoru, a citizen of PRC with ID Card number 【●】
8.
Ao
Quanfang, a citizen of PRC with ID Card number 【●】
9.
▇▇▇▇
▇▇▇▇▇▇▇, a citizen of PRC with ID Card number 【●】
10.
Qin Hongxia, a citizen of PRC with ID Card number 【●】
11.
▇▇ ▇▇▇▇, a citizen of PRC with ID Card number 【●】
12.
▇▇ ▇▇▇▇▇▇▇, a citizen of PRC with ID Card number 【●】
13.
Bai Rong, a citizen of PRC with ID Card number 【●】
14.
▇▇ ▇▇▇, a citizen of PRC with ID Card number 【●】
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In this Agreement, Party A and Party B are called collectively as the “Parties” and each of them is called as the “Party”.
WHEREAS:
1. Party
A
is a wholly foreign-owned enterprise incorporated under the laws of the People’s
Republic of China;
2. As
of the
date of this Agreement, Party B are shareholders of Shaanxi Aoxing
Pharmaceutical Co., Ltd (the “Shaanxi Aoxing ”) and collectively legally hold
all of the equity interest of Shaanxi Aoxing; under this Agreement, Party B,
The
Fourteen Persons including ▇▇▇▇ ▇▇▇▇▇▇▇ have acted collectively as one party
to
this Agreement;
3. Party
B
desires to appoint the persons designated by Party A to exercise its
shareholder’s voting rights at the shareholders’ meeting of Shaanxi Aoxing and
Party A is willing to designate such persons.
NOW
THEREFORE,
the
Parties hereby have reached the following agreement upon friendly
consultations:
1. Party
B
hereby agrees to irrevocably appoint the persons designated by Party A with
the
exclusive right to exercise, on his behalf, all of his shareholder’s voting
rights at the shareholder’s meeting of Shaanxi Aoxing in accordance with the
laws and Shaanxi Aoxing’s Articles of Association, including but not limited to
the rights to sell or transfer all or any of his equity interests of Shaanxi
Aoxing , and to appoint and elect the directors and Chairman as the authorized
legal representative of Shaanxi Aoxing .
2. The
persons designated by Party A shall be the full board of Party A (the “Proxy
Holders”). Party A agrees that it shall maintain a board of directors with
composition and members identical to the board of directors of the overseas
parent company of Party A.
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3. Party
A
agrees to designate such Proxy Holders pursuant to Section 1 of this Agreement,
who shall represent Party B to exercise his shareholder’s voting rights pursuant
to this Agreement.
4. All
Parties to this Agreement hereby acknowledge that, regardless of any change
in
the equity interests of Shanxi Aoxing, Party B shall appoint the person
designated by Party A with all shareholder’s voting rights. All Parties to this
Agreement agree that, Party B can not transfer his equity interests of Shaanxi
Aoxing to any individual or company (other than Party A or the individuals
or
entities designated by Party A).
5. Each
person of Party B hereby acknowledges that he/she will continue to perform
this
Agreement even if one of them does not hold the equity interests of Shaanxi
Aoxing any more.
6. Party
B
hereby acknowledges that he/she will withdraw the appointment of the persons
designated by Party A if Party A change such designated person and reappoint
the
substituted persons designated by Party A as the new Proxy Holders to exercise
his shareholder’s voting rights at the shareholder’s meeting of Shaanxi Aoxing .
7. 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.
8. This
Agreement shall not be terminated prior to the completion of acquisition of
all
of the equity interests in, or all assets of, Shaanxi Aoxing by Party
A;
9. Any
amendment and termination of this Agreement shall be in written and agreed
upon
by the Parties.
10. 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.
11. This
Agreement is executed in both Chinese and English in two (2) copies; each Party
holds one and each original copy has the same legal effect. In case of any
discrepancy between Chinese and English, Chinese shall prevail.
(REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK)
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PARTY
A: Shaanxi Biostar Biotech Ltd
(Seal)
Legal
Representative/Authorized Representative(Signature):
PARTY
B:
▇▇▇▇
▇▇▇▇▇▇▇(signature):
▇▇▇▇
▇▇▇(signature):
▇▇▇▇
▇▇▇▇▇▇(signature):
Wang
Rangmei(signature):
▇▇▇
▇▇▇▇▇▇(signature):
▇▇▇▇
▇▇▇▇▇▇(signature):
An
Xiaoru(signature):
Ao
Quanfang(signature):
▇▇▇▇
▇▇▇▇▇▇▇(signature):
Qin
Hongxia(signature):
▇▇
▇▇▇▇(signature):
▇▇
▇▇▇▇▇▇▇(signature):
Bai
Rong(signature):
▇▇
▇▇▇(signature):
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This
Agreement is agreed and accepted by:
Shaanxi
Aoxing Pharmaceutical Co., Ltd
(Seal)
Legal
Representative/Authorized Representative(Signature):
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