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EXECUTION VERSION

 

Voting Rights Proxy Agreement

 

This Voting Rights Proxy Agreement (this “Agreement”) is entered into by and among Guangzhou Kanghui Agricultural Technology Co., Ltd. (“Kanghui”), Guangzhou Tanke Industry Co., Ltd. (“Tanke” or the “Company”), and the undersigned shareholders of Tanke (collectively the “Shareholders”) as of January 3, 2011 in Guangzhou, the People’s Republic of China (the “PRC” or “China”). Kanghui, Tanke and the Shareholders are each referred to in this Agreement as a “Party” and collectively as the “Parties”.

 

RECITALS

 

a)

Tanke is engaged in the business of development and research regarding technology of premixed additive feed and feed additive; distribution and retail; import and export of goods and technology.

 

b)

Kanghui has the expertise in consultancy of agricultural technology and animal husbandry technology, and Kanghui has entered into a serious of agreements with Tanke to provide Tanke with various consulting services.

 

c)

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 interest of the Company (collectively the “Equity Interest”).

 

d)

The Shareholders desire to grant to Kanghui 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 Kanghui.

 

NOW THEREFORE, the Parties agree as follows:

 

1.

The Shareholders hereby agree to irrevocably grant and entrust Kanghui, for the maximum period of time permitted by law, with all of their voting rights as shareholders of the Company. The Shareholders and Tanke shall use best efforts to assist Kanghui in exercising such rights, including but not limited to the rights to sell or transfer all or any of their Equity Interest of Tanke, appoint and elect the directors and chairman as the authorized legal representative of Tanke, and signing legal documents when necessary. Kanghui does not need to seek consent from the Shareholders when exercising such rights unless otherwise required by PRC laws, but shall exercise such rights in accordance with and within the parameters of the laws of


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