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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 acc
