SHAREHOLDER'S VOTING RIGHTS PROXY AGREEMENT June 14, 2010 Guangzhou, P.R.C
Exhibit
4.3
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Shareholder’s Voting rights proxy
agreement
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SHAREHOLDER'S
VOTING RIGHTS
PROXY
AGREEMENT
June
14, 2010
Guangzhou,
P.R.C
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Shareholder’s Voting rights proxy agreement
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Shareholder’s Voting Rights Proxy Agreement
This
Shareholder’s Voting Rights Proxy Agreement (the “Agreement”)) is entered into
on 06/14/2010 by and between:
Party A: ▇▇▇▇▇▇▇▇ ▇▇, a male
citizen of PRC with ID Card number 420601196208133553, whose domicile is located
at ▇▇. ▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, PRC, currently
owns 100% shares of Guangzhou Dongfang Hospital Co., Ltd.,
Party B: Guangzhou
Shouzhi Medical Institution Management Co. Ltd., a wholly-foreign
owned enterprise registered in Guangzhou, PRC, the registration number of its
Business License is 440101400021828 , and its registered address is ▇▇▇ ▇▇▇▇▇,
▇▇.▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Shijing Street, GuangZhou.
In this
Agreement, Party A and Party B are collectively referred to as the “Parties” and
each of them is referred to as the “Party”.
WHEREAS:
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1
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Guangzhou
Dongfang Hospital Co., Ltd. ( “Dongfang Hospital”) is an enterprise
incorporated and validly existing under the PRC laws, the registration
number of its Business License is 44011100013535, and its registered
address is ▇▇.▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇.
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As
of the date of this Agreement, Party A is the sole shareholder of Dongfang
Hospital and legally holds all of the equity interest of Dongfang
Hospital;
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3
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Party
A desires to entrust Party B as his agent to exercise its shareholder’s
voting rights of Dongfang
Hospital.
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4
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Party
B is willing to accept such
entrustment.
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Shareholder’s Voting rights proxy agreement
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Now therefore, in accordance with laws and
regulations of the People’s Republic of China, based on the principle of
equality and mutual benefit, it is hereby agreed as follows
Article
1 Shareholder’s Voting Rights Entrustment
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1.1
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Party
A hereby irrevocably entrusts Party B to exclusively exercise the
shareholder’s voting rights on his behalf of Dongfang Hospital in
accordance with the laws and Dongfang Hospital’s Articles of Association
(“Entrusted Rights”), including but not limited
to:
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1.1.1
Attending shareholders’ meetings of Dongfang Hospital as proxy of the
Shareholder;
1.1.2
Exercising voting rights on issues discussed and resolved by the
shareholders’ meeting on behalf of the Shareholders, including such issues as
the sale of all or part of the equity interests or assets of Dongfang Hospital,
the appointment and election of the directors and General Manager etc(the
methods of exercising the voting rights includes, but not limited to voting by
attending the shareholders’ meetings, or signing the written
shareholders’ resolutions without convening and attending a shareholders’
meeting.
1.1.3 Proposing
to convene interim shareholders’ meeting;
1.1.4 Submitting
the proposals of any shareholders' meeting；
1.1.5 Obtaining
and reviewing Dongfang Hospital 's financial, operational, and
other information, books and records, including but not limited to
accounting books, financial statements, and the resolutions of
shareholder and board of directors;
1.1.6 Receiving
notices of shareholders’ meeting, actions and proposed actions taken or to be
taken by Dongfang Hospital; and
1.1.7 Other
shareholders right regarding the management of the company and making decision
on the company's affairs as may be provided in the governing documents
of Dongfang Hospital, under PRC law, or otherwise.
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Shareholder’s Voting rights proxy agreement
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;
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1.2
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Party
A acknowledges and assumes relevant liabilities for any
legal consequences of Party B’ exercise of the foregoing Entrusted
Rights.
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1.3
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Party
A hereby acknowledges that Party B is not required to seek advice
from Party A prior to its exercise of the foregoing Entrusted Rights.
However, Party B shall inform Party A in a timely manner after such
decision is made.
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Article
2 Representations and Warranties
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2.1
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The
Parties hereby make the following representations and warranties to each
other as of the date of this Agreement as
follows:
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2.1.1
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It
has the power and authorization to enter into this Agreement and perform
and observe its obligations
hereunder;
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2.1.2
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It
has got all necessary consents, authorities and approvals required from
shareholders, directors or any third Party and governmental authorities
for executing and performing this Agreement pursuant to the any relevant
contract or articles of association or the applicable laws and
regulations.
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2.1.3
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The
Agreement consists of valid and legally binding obligations of Parties
which are enforceable under the laws and this
Agreement.
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2.2
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Party
B hereto represents and warrants to Party A that:
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2.2.1
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Party
B agrees to designate such Proxy Holders pursuant to Article 1 of this
Agreement, who shall be authorized on behalf of Party B to exercise the
Entrusted Rights pursuant to this
Agreement.
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2.2.2
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Party
B agrees that when necessary, it may re-entrust its internal specific
person(s) to exercise any or all the Entrusted Rights within the scope
provided in Article 1 and such person shall be one of its
directors.
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2.3
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Party
A hereto covenants to Party B that:
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2.3.1
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Regardless
of any change in the equity interests of Dongfang Hospital, if Party A
still hold the equity interests of Dongfang Hospital, he shall entrust
Party B with all shareholder’s
rights.
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2.3.2
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Party
A can not transfer his equity interests of Dongfang Hospital to any Person
(other than Party B or the Person designated by Party B). The term
“person” used herein shall include any entity, corporation, partnership,
joint venture and non-corporate organization.
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2.3.3
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Party
A hereby undertakes and promises not to exercise the Entrusted Rights
entrusted to Party B according to Article 1.1 of this Agreement in any
manner in any other situation, unless under the instructions of Party
B.
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2.3.4
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Party
A shall not enter into any agreement with any other person with respect to
the Entrusted Rights.
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2.3.5
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only
upon the prior written consent by Party B, shall Party A be able to
increase the registered capital of Dongfang Hospital, and the furhter
registered capital shall also be part of the pledged
equity..
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Article
3 Exercise Of Entrusted Rights
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3.1
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When
necessary, Party B may re-entrust its internal specific person(s) to
exercise any or all the Entrusted Rights within the scope provided in
Article 1, which re-entrustment Party A acknowledges and agrees to assume
the appropriate legal responsibilities.
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3.2
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Party
A shall provide adequate assistance to the exercise of the Entrusted
Rights by Party B, including timely executing of the written decisions
of the shareholder of Dongfang Hospital or other pertinent legal
documents when necessary;
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3.3
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If
at any time during the term of this Agreement, the entrustment
or exercise of the Entrusted Rights under this Agreement is
unenforceable for any reason other than the breach of the Shareholder
or Dongfang Hospital, the Parties shall immediately seek a most
similar substitute for the unenforceable provision and, if necessary,
enter into supplementary agreement to amend or adjust the provisions
herein, in order to ensure the realization of the purpose of this
Agreement.
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Shareholder’s Voting rights proxy agreement
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Article
4 Compensation
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4.1
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The Parties
acknowledge that Party B shall not be requested to be liable for or
compensate (monetary or otherwise) other Parties or any third party
due to exercise of Entrusted Rights under this
Agreement.
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4.2
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Party
A agrees to compensate Party B for and hold it harmless against all losses
incurred or likely to be incurred by it due to exercise of the
Entrusted Rights, including without limitation any loss resulting
from any litigation, demand payment, arbitration or claim initiated
or raised by any third party against it or from administrative
investigation or penalty of governmental authorities. However, Party
A will not compensate for losses incurred due to willful misconduct
or gross negligence of Party B.
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Article
5 Term of this Agreement:
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5.1
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This
Agreement shall come into effect upon the seal and authorized signature of
both parties and shall remain effective thereafter.
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5.2
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This
Agreement may not be terminated, except:
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a)
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With
the unanimous consent of the parties;
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b)
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With
the consent of Party B, after
thirty (30) days have elapsed commencing from Party B, without further
liability to it, giving a written notice to the other parties to terminate
this Agreement; or
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c)
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Upon
the completion of the acquisition by Party B of all assets or equity
interests of Dongfang Hospital.
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Article
6 Applicable Law
This
Agreement will be governed by the law of People's Republic of
China.
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Article
7 Settlement of Disputes
All
disputes arising out of or in connection with this Agreement shall be settled by
the parties through friendly negotiation. In the event said disputes can not be
settled through friendly negotiation, either Party may submit the dispute to
arbitration to be conducted by South-China Sub-Commission of China International
Economic and Trade Arbitration Commission in Shenzhen in accordance with its
then current arbitration rules. The arbitral award shall be final and
binding.
Article
8 Miscellaneous
8.1 Amendment,
Modification and Supplement:
Any
amendment and supplement of this Agreement shall be made by the Parties in
writing. The amendment and supplement duly executed by each Party shall be
deemed as a part of this Agreement.
8.2 Transfer
Without
prior written consent from Party B, Party A can not subcontract, authorize,
assign or transfer its rights or delegate its duties or obligations under this
Agreement to any third party or affiliated company. In addition to
the other rights provided herein, Party B may assign its rights or delegate its
duties or obligations under this Agreement to any other person. Any
unauthorized or attempted transfers by Party A are invalid.
8.3 Partial
invalidity
If, at
any time, any provision hereof is or becomes unenforceable in any respect under
the law of any jurisdiction, which is not in any way effected, the provisions
remain valid.
8.4 Waivers
Waivers
in writing signed by both parties are considered valid. No failure to exercise
on the part of either party, any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right
or remedy.
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8.5 Successor
This
Agreement shall bind and benefit the heirs, representatives, successors or the
permitted transferees of each Party.
8.6 Languages
This
Agreement has been written and signed between the Parties in English and Chinese
languages. Both language versions shall be equally authentic. If there are any
discrepancy or conflicts between two versions, Chinese version shall
prevail.
8.7 Copies
of Agreement
This
Agreement is signed in four copies, each party holds one copy, and DONGFANG
Hospital holds one, others for relevant procedures. Either one is considered as
original and has the same legal effect.
In
witness hereof, the Agreement is duly executed by the parties hereto on the date
first written above.
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BLANK)
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Party A: ▇▇▇▇▇▇▇▇
▇▇(signature):
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/s/
▇▇▇▇▇▇▇▇ ▇▇
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Party B: Guangzhou
Shouzhi Medical Institution Management Co. Ltd. (seal)
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Legal
representative or Authorized representative(Signature)
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/s/
▇▇▇▇▇▇▇▇ ▇▇
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This
terms and conditions of the Agreement is agreed and accepted by Guangzhou
Dongfang Hospital Co., Ltd.
Guangzhou
Dongfang Hospital Co., Ltd (seal)
Legal
representative or Authorized representative(Signature)
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Shareholder’s Voting rights proxy agreement
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/s/
▇▇▇▇▇▇▇▇ ▇▇
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Date:
June 14, 2010
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