YAYI INTERNATIONAL INC. VOTING AGREEMENT

Exhibit 10.2

EXECUTION VERSION

YAYI INTERNATIONAL INC.

VOTING AGREEMENT

Dated as of June 18, 2009

TABLE OF CONTENTS

Page

i

YAYI INTERNATIONAL INC.,

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “ Agreement ”) is made as of June 18, 2009, by and among:

(i)

Yayi International Inc., a Delaware company (the “ Company ”);

(ii)

Global Rock Stone Industrial Ltd, a British Virgin Islands company (“ Global Rock ”);

(iii)

the individuals as set forth in Schedule I attached hereto (collectively, the “ Founders ”); and

(iv)

SAIF Partners III L.P., a Cayman Islands exempted limited partnership (the “ Investor ”).

The Company, Global Rock, the Founders and the Investor are herein referred to individually as a “ Party ” and collectively as the “ Parties .”

Capitalized terms used herein without definition shall have the meanings set forth in the Purchase Agreement (as defined below).

RECITALS

WHEREAS, pursuant to a Series A Preferred Stock Purchase Agreement dated as of the date hereof (the “ Purchase Agreement ”) by and among the Company, the Investor, and certain other parties thereto, the Investor will acquire certain number of shares of Series A Preferred Stock of the Company (the “ Series A Preferred Stock ”);

WHEREAS, through Global Rock, the Founders currently beneficially own shares of common stock of the Company (the “ Common Stock ”);

WHEREAS, the Purchase Agreement provides that the execution and delivery of this Agreement by the Parties hereto is a condition precedent to the consummation of the Closing contemplated thereunder;

WHEREAS, the Parties seek to enter into this Agreement to set out the terms governing the rights and obligations of the Parties subsequent to the consummation of the Closing contemplated under the Purchase Agreement; and

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

1

Agreement to Vote.  The Founders and Global Rock, as beneficial owners or direct holder of Common Stock of the Company, jointly and severally, agree on behalf of themselves and any transferee or assignee of any such shares of Common Stock, to hold all of such shares of Common Stock and any other voting securities of the Company acquired by Global Rock and such Founders in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such securities) (hereinafter collectively referred to as the “ Founder Shares ”) subject to, and to vote the Founder Shares at  regular or special meetings of stockholders and to give written consent with respect to such Founder Shares in accordance with, the provisions of this Agreement. The Investor, as a holder of Series A Preferred Stock of the Company, hereby agrees on behalf of itself and any transferee or assignee of any such shares of the Series A Preferred Stock and/or Common Stock issued upon conversion thereof to hold all of the shares of Series A Preferred Stock registered in its name (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of the Series A Preferred Stock, and any other voting securities of the Company subsequently acquired by such Investor) (hereinafter collectively referred to as the “ Investor Shares ”) subject to, and to vote the Investor Shares at regular or special meetings of stockholders and to give written consent with respect to such Investor Shares in accordance with, the provisions of this Agreement.  

1

2

Board Size.  The holders of Investor Shares and the holders of the Founder Shares shall vote at regular or special meetings of stockholders, and to give written consent with respect to, such Investor Shares and Founder Shares that they own (or as to which they have voting power) to ensure that the size of the Board of Directors of the Company (the “ Board ”) shall be set and remain at five (5) directors, which size can only be changed with first obtaining the approval of the holders of at least two-thirds of the then outstanding shares of Series A Preferred Stock voting separately as a single class.

3

Election of Directors.  On all matters relating to the election of one or more directors of the Company, the holders of Investor Shares and the holders of the Founder Shares shall vote at regular or special meetings of stockholders and give written consent with respect to, such number of shares of Investor Shares and Founder Shares then owned by them (or as to which they then have voting power) as may be necessary to elect two (2) representative designated by the holders of a majority of the outstanding shares of Series A Preferred Stock.

4

Removal; Filling of Vacancies.  On all matters relating to the removal of one or more directors of the Company, the holders of Investor Shares and the holders of the Founder Shares shall vote at regular or special meetings of stockholders and give written consent with respect to, such number of shares of Investor Shares and Founder Shares then owned by them (or as to which they then have voting power) as may be necessary to remove from the Board any director selected for removal by the stockholders entitled to designate such director pursuant to Section 3 .  Any vacancy created by such removal shall be filled pursuant to Section 3 .  No director elected pursuant to Section 3  may be removed without the vote or written consent of the stockholders entitled to designate such director pursuant to Section 3 .  In the event of the resignation, death or disqualification of a director, the stockholders entitled to designate such director shall promptly nominate a new director in accordance with Section 3 , and the holders of Investor Shares and the holders of the Founder Shares shall promptly vote his, her or its shares of capital stock of the Company to elect such nominee to the Board.  In the event that any director is elected to the Board as the result of the filling of a vacancy by members of the Board, then at any time thereafter, upon the written request of stockholders entitled to designate such director pursuant to Section 3 , and without limiting the generality of Section 8 , the Company shall use best efforts to cause, as promptly as is possible and in compliance with the Company’s certificate of incorporation (including any certificate of designation thereof) and Bylaws, either a meeting of stockholders to be held or a written consent of stockholders to be circulated, in each case submitting to the vote or written consent of stockholders, respectively, the proposed removal of such director and/or election of a substitute director in lieu thereof in accordance with this Agreement.

2

5

No Liability for Election of Recommended Directors .  Neither the holders of Investor Shares, nor the holders of the Founder Shares, nor any officer, director, stockholder or shareholder, partner, employee or agent of such party, makes any representation or warranty as to the fitness or competence of the nominee of any party hereunder to serve on the Board by virtue of such party’s execution of this Agreement or by the act of such party in voting for such nominee pursuant to this Agreement.

6

Grant of Proxy .  Should the provisions of this Agreement be construed to constitute the granting of proxies, such proxies shall be deemed coupled with an interest and are irrevocable for the term of this Agreement.

7

Specific Enforcement .  Each Party hereto agrees that its obligations hereunder are necessary and reasonable in order to protect the other Parties to this Agreement, and each Party expressly agrees and understands that monetary damages would inadequately compensate an injured Party for the breach of this Agreement by any Party, that this Agreement shall be specifically enforceable, and that, in addition to any other remedies that may be available at law, in equity or otherwise, any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order, without the necessity of proving actual damages.  Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

8

Covenants of the Company .  The Company agrees to use its best efforts to ensure that the rights granted hereunder are effective and that the Parties hereto enjoy the benefits thereof.  Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided above, by causing a meeting of stockholders to be held or by causing a written consent of stockholders to be circulated.  The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary, appropriate or reasonably requested by the holders of a majority of the outstanding voting securities held by the Parties hereto assuming conversion of all outstanding securities in order to protect the rights of the Parties hereunder against impairment.

9

Termination .  This Agreement shall terminate upon an agreement in writing by the Company, the holders of a majority of the outstanding Series A Preferred Stock or Common Stock issued upon conversion thereof, and the holders of a majority of the outstanding Founder Shares.

10

Manner of Voting .  The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent, or in any other manner permitted by applicable law.

3

11

Miscellaneous

11.1

Amendments and Waivers .  Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company, the holders of at l