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Proxy Agreement

Proxy Agreement

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 This Proxy Agreement involves

CHINA POLYPEPTIDE GROUP, INC. | Guangdong Hopsun Polypeptide Biological Technology Co, Ltd | Guangdong Xinpu Polypeptide Research Co, Ltd

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Date: 1/13/2011
Industry: Recreational Products     Sector: Consumer Cyclical

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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.





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.



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.



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:



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.



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.





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

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