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VOTING RIGHTS PROXY AGREEMENT
This Voting Rights Proxy Agreement (the "Agreement" ) is entered into in Yongzhou City, Hunan Province, People's Republic of China ("PRC" or "China" ) as of December 23, 2010 by and among Qiyang County Xiangmei Food Technical Research and Development Co., Ltd. ( "Party A" ) and the undersigned shareholder (the "Shareholder" ) of Hunan Xiangmei Food Co., Ltd. ("Hunan Xiangmei"). Party A and the Shareholders are each referred to in this Agreement as a " Party" and collectively as the "Parties" . Hunan Xiangmei is made a party to this Agreement for the purpose of acknowledging the Agreement
l. Party A, a company incorporated in the PRC as a foreign investment enterprise, specializes in the research and development of agriculture products and consulting service, and Hunan Xiangmei is engaged in the sale and production of frozen food, ice cream and other food (collectively the "Business"). Party A and Hunan Xiangmei have entered into a certain Consulting Services Agreement dated December 23,2010 (the "Consulting Services Agreement") in connection with the Business.
2. The Shareholder is the sole shareholders of the Hunan Xiangmei, legally holding such amount of equity interest of Hunan Xiangmei as set forth on the signature page of this Agreement and collectively holding 100% of the issued and outstanding equity interests of the Hunan Xiangmei (collectively the "Equity Interest" ).
3. In connection with the Consulting