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”.
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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.
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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.
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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”).
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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.
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NOW THEREFORE,
the Parties agree as follows:
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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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