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Form 8-K, Exhibit 10.5
PROXY AGREEMENT
This Proxy Agreement (the “
Agreement ”) is entered into as of November 17, 2008 between General Red Company, Ltd.
, a limited liability company
organized under the laws of British Virgin Islands (“
General Red BVI ”), and Xingguo General Red Navel Orange Preservation
Company, Ltd (“
Xingguo ”), a limited liability company organized
under the laws of the People’s Republic of China (“
PRC ”), and each of the shareholders of Xingguo
(“ Shareholders ”). General Red BVI, Xingguo,
and Shareholders are collectively referred to in this Agreement as
the “ Parties .”
RECITALS
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A.
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The Shareholders hold a majority of the
outstanding shares of Xingguo, a company with limited liability
organized under the laws of the PRC (the “ Company
”);
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B.
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The Shareholders are willing to entrust the
person designated by General Red BVI with their voting rights (with
respect to shares held by each such party) without any limitations,
at any shareholder meeting of the Company.
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NOW THEREFORE
, the parties agree as
follows:
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1.
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Each Shareholder hereby agrees to irrevocably
grant the person designated by General Red BVI with the right to
exercise his, her or its shareholder voting rights and other
shareholder right, including the attendance at and the voting of
such shares at the shareholder’s meeting of Company (or by
written consent in lieu of a meeting) in accordance with applicable
laws and its Articles of Association, including but not limited to
the rights to sell or transfer all or any of his equity interests
of the Company, and appoint and vote the directors and the Chairman
as the authorized representative
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