Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - Rodobo International Inc | rodobo_10k-093009.htm |
| EX-10.4 - EXHIBIT 10.4 - Rodobo International Inc | ex10_4.htm |
| EX-10.6 - EXHIBIT 10.6 - Rodobo International Inc | ex10_6.htm |
| EX-10.3 - EXHIBIT 10.3 - Rodobo International Inc | ex10_3.htm |
| EX-10.2 - EXHIBIT 10.2 - Rodobo International Inc | ex10_2.htm |
| EX-32.2 - CERTIFICATION - Rodobo International Inc | rodobo_10k-ex32x2.htm |
| EX-32.1 - CERTIFICATION - Rodobo International Inc | rodobo_10k-ex32x1.htm |
| EX-21.1 - EXHIBIT 21.1 - Rodobo International Inc | rodobo_10k-ex21x1.htm |
| EX-31.1 - CERTIFICATION - Rodobo International Inc | rodobo_10k-ex31x1.htm |
| EX-31.2 - CERTIFICATION - Rodobo International Inc | rodobo_10k-ex31x2.htm |
Exhibit 10.5
PROXY
AGREEMENT
This
Shareholders’ Voting Rights Proxy Agreement (the “Agreement”) is entered into as
of January 1, 2009 among the following parties:
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Party A:
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Harbin
Mega Profit Management & Consultation Co.,
Ltd.
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Registered
Address:
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Suite.3,
16th Floor, Hong Yang Complex Building, No. 380 Changjiang Road, Nangang
Ji Zhong District, Harbin Develop Zone, Heilongjiang,
China
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Executive
Director:
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ZHENG
Zhi
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Party B:
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The
undersigned two shareholders of, Qinggang Mega Profit Agriculture Co.,
Ltd., a corporation incorporated under the laws of China
(“Company”).
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RECITALS
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A
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Party
A engages in the business of is engaged in Enterprise Management,
Enterprise Development Designing and Economic Information
Consultation.
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B.
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As
of the date of the Agreement Party B are the 2 enrolled shareholders of
Company and each legally holds the equity interest in Company set forth
Party B’s name below. The total shares held by Party B collectively
represent 100% of total outstanding shares of
Company.
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C.
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Party B desires to grant to the
Board of Directors of Party A a proxy to vote all of Party B’s shares in
Company for the maximum period of time permitted by law in consideration of the issuance to
Party B of shares and for other good and valuable
consideration.
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NOW THEREFORE, the parties
agree as follows:
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1.
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Party
B hereby agrees to irrevocably grant and entrust Party A, for the maximum
period permitted by law, with all of Party B’s voting rights as a
shareholder of Company. Party A shall exercise such rights in accordance
with and within the limitations of the laws of the PRC and the Articles of
Association of Company.
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2.
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Party
A may from time to time establish and amend rules to govern how Party A
shall exercise the powers granted to it by Party B herein, including, but
not limited to, the number or percentage of directors of Party A which
shall be required to authorize or take any action and to sign documents
evidencing the taking of such action, and Party A shall only take action
in accordance with such rules
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3.
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All
Parties to this Agreement hereby acknowledge that, regardless of any
change in the equity interests of Company, Party B shall appoint the
person designated by Party A with the voting rights held by Party B. Party
B shall not transfer its equity interests of Company to any individual or
company (other than Party A or the individuals or entities designated by
Party A). Party B acknowledges that it will continue to perform this
Agreement even if one or more than one of them no longer hold the equity
interests of Company.
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4
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This Agreement has been duly
executed by the Parties, and, in the case of a Party which is not a
natural person, has been duly authorized by all necessary corporate
or other action by
such Party and executed and delivered by such Party’s duly authorized
representatives, as
of the date first set forth above and shall be effective
simultaneously.
|
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5.
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Party
B represents and warrants to Party A that Party B owns all of the shares
of Company set forth below its name on the signature page below, free and
clear of all liens and encumbrances, and Party B has not granted to
anyone, other than Party A, a power of attorney or proxy over any of such
shares or in Party B’s rights as a shareholder of Company. Party B further
represents and warrants that the execution and delivery of this Agreement
by Party B will not violate any law, regulations, judicial or
administrative order, arbitration award, agreement, contract or covenant
applicable to Party B.
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6.
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This
Agreement may not be terminated without the unanimous consent of both
Parties, except that Party A may, by giving thirty (30) days prior written
notice to Party B hereto, terminate this
Agreement
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7.
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Any
amendment and/or rescission shall be agreed by the Parties in
writing.
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8.
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The
execution, validity, construction and performance of this Agreement shall
be governed by the laws of PRC.
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9.
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This
Agreement has been executed in three (3) duplicate originals in English,
each Party has received one (1) duplicate original, and all originals
shall be equally valid.
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10.
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Both
Parties agree that in case of disputes arising from this Agreement, both
Parties shall settle their dispute through mediation, not in a lawsuit
brought in Court. If the Parties cannot reach a settlement 45 days after
the mediation, the dispute shall be referred to and determined by
arbitration in the China International Economic and Trade Arbitration
Commission (“CIETAC”) Shanghai Branch upon the initiation of either Party
in accordance with the prevailing arbitration rules of CIETAC. The written
decision of the arbitrator shall be binding and conclusive on the Parties
hereto and enforceable in any court of competent
jurisdiction.
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[SIGNATURE
PAGE FOLLOWS]
[SIGNATURE
PAGE]
IN WITNESS WHEREOF each party
hereto has caused this Proxy Agreement to be duly executed by itself or a duly
authorized representative on its behalf as of the date first written
above.
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PARTY A:
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Harbin
Mega Profit Management & Consultation Co., Ltd.
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||
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Legal/Authorized
Representative:
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/s/ ZHENG
Zhi
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Name:
ZHENG Zhi
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|||
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Title:
Executive Director
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PARTY
B:
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/s/ WANG Yanbin
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By:
WANG Yanbin
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PRC
ID Card No.:
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||
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Shares
of Qinggang Mega Profit Agriculture Co., Ltd. owned by WANG
Yanbin: 85%
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||
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/s/ WANG Xuelong
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By:
WANG Xuelong
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||
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PRC
ID Card No.:
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||
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Shares
of Qinggang Mega Profit Agriculture Co., Ltd. owned by WANG
Xuelong: 15%.
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