Attached files
| file | filename |
|---|---|
| 10-K - China Polypeptide Group, Inc. | v208015_10k.htm |
| EX-31.2 - China Polypeptide Group, Inc. | v208015_ex31-2.htm |
| EX-32.2 - China Polypeptide Group, Inc. | v208015_ex32-2.htm |
| EX-31.1 - China Polypeptide Group, Inc. | v208015_ex31-1.htm |
| EX-32.1 - China Polypeptide Group, Inc. | v208015_ex32-1.htm |
| EX-10.13 - China Polypeptide Group, Inc. | v208015_ex10-13.htm |
| EX-10.17 - China Polypeptide Group, Inc. | v208015_ex10-17.htm |
| EX-10.16 - China Polypeptide Group, Inc. | v208015_ex10-16.htm |
| EX-10.14 - China Polypeptide Group, Inc. | v208015_ex10-14.htm |
EXHIBIT
10.15
PROXY
AGREEMENT
This
Shareholder’s Voting Rights Proxy Agreement (this “Agreement”) is made and
entered into as of September 28, 2010, by and between the following parties in
Guangzhou, the People’s Republic of China (“China” or the “PRC”):.
Party A
: Guangdong Hopsun Polypeptide Biological Technology Co.,
Ltd.
Party
B: Dongliang Chen, Shengfan Yan
Each
of Party A and Party B shall be hereinafter referred to as a “Party”
respectively, and as the “Parties” collectively.
RECITALS
|
(1)
|
Party
A is a limited liability company duly incorporated under the laws of China
which has the expertise in the business of polypeptide-related health
product development, sales and marketing, related technical consultation,
etc.
|
|
(2)
|
As
of the date of the Agreement Party B is the sole shareholder of Guangdong
Xinpu Polypeptide Research Co., Ltd. (the “Company”) by holding 100% of
equity interests.
|
|
(3)
|
Party
B desires to grant to Party A a proxy to vote all of Party B’s shares in
the Company for the maximum period of time permitted by
law.
|
NOW THEREFORE, the parties
agree as follows:
|
1.
|
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 the Company and to vote on his behalf for all matters
requiring shareholder approval, including but not limited to, the sale,
transfer, pledge, or disposition of his shareholding in the 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 the
Company.
|
|
2.
|
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.
|
1
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3.
|
All
Parties to this Agreement hereby acknowledge that, regardless of any
change in the equity interests of the 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 the Company to any individual
or company (other than Party A or the individuals or entities designated
by Party A).
|
|
4.
|
This
Agreement has been duly executed by the Parties as of the date first set
forth above and shall be effective simultaneously and remains valid so
long as Party B remains the shareholder of the
Company.
|
|
5.
|
Party
B represents and warrants to Party A that Party B owns all of the shares
of the Company, free and clear of all liens and encumbrances, with the
exception of the pledge set on the equity interest of Party B subject to
Equity Pledge Agreement, 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 the 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.
|
|
6.
|
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.
|
|
7.
|
Any
amendment and/or rescission shall be agreed by the Parties in
writing.
|
|
8.
|
The
execution, validity, construction and performance of this Agreement shall
be governed by the laws of PRC.
|
|
9.
|
This
Agreement has been executed in two (2) duplicate originals in English and
Chinese, each Party has received one (1) duplicate original, and all
originals shall be equally valid.
|
|
10.
|
Any
dispute arising from, out of or in connection with this Agreement shall be
settled through friendly consultations between the Parties. In the event
the Parties fail to reach an agreement on the dispute within 30 days after
either Party's request to the other Parties for resolution of the dispute
through negotiations, either Party may submit the relevant dispute to the
local competent arbitration committee for arbitration, in accordance with
its Arbitration Rules. The arbitration shall be conducted in Guangzhou,
and the language used in arbitration shall be Chinese. The arbitration
award shall be final and binding on all
Parties.
|
[SIGNATURE
PAGE FOLLOWS]
2
[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.
PARTY A: Guangdong Hopsun
Polypeptide Biological Technology Co., Ltd.
|
Legal/Authorized
Representative:___________________
|
|
|
Name:
|
PARTY B: Dongliang
Chen
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By:
|
|
PARTY B: Shengfan
Yan
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By:
|
3