SHAREHOLDER’S VOTING PROXY AGREEMENT BETWEEN CHEN LIXIANG AND SHAANXI TECHTEAM JINONG HUMIC ACID PRODUCTSCO. LTD June 16th 2013

SHAREHOLDER’S VOTING PROXY AGREEMENT

BETWEEN

CHEN LIXIANG

AND

SHAANXI TECHTEAM JINONG HUMIC ACID PRODUCTS CO. LTD

June 16^th 2013

SHAREHOLDERS’ VOTING PROXY AGREEMENT

This Shareholders’ Voting Proxy Agreement (the “Agreement”) is entered into as of June 16, 2013 among the following parties in Xi’an :

Party A: Shaanxi Techteam Jinong Humic Acid Products Co. Ltd

Registered Address: 3/F , Borough A ,Block A, No.181, South Tai Bai Road, Xi’an City, P.R.China

Legal Representative: Li Tao

and

Party B: Chen Lixiang

In this Agreement, Party A and Party B are called collectively as the “Parties”, and each of them is called as the “Party”. Party B is called the “Grantor.”

WHEREAS,

1.              Party A is a wholly foreign-owned enterprise incorporated under the laws of the People’s Republic of China;

2.              As of the date of this Agreement, the Grantor is shareholder of Xi’an Hu County Yuxing Agriculture Technology Developing Ltd (hereinafter referred to as “Yuxing”) and legally hold all of the equity interest of Yuxing.

3.              The Grantor desires to appoint the persons designated by Party A to exercise its shareholder’s voting rights at the shareholders’ meeting of Yuxing (“Voting Rights”) and Party A is willing to designate such persons.

Therefore, the Parties hereby have reached the following agreement upon friendly consultations:

Article 1                    

The Grantor hereby agrees to irrevocably appoint the persons designated by Party A with the exclusive right to exercise, on his behalf, all of her Voting Rights in accordance with the laws and Yuxing’s Articles of Association, including but not limited to the rights to sell or transfer all or any of her equity interests of Yuxing, and to appoint and elect the directors and Chairman as the authorized legal representative of Yuxing.

Article 2                    

The persons designated by Party A shall be the full board of Party A (the “Proxy Holders”). Party A agrees that it shall maintain a board of directors with composition and members identical to the board of directors of the overseas parent company of Party A.

Article 3                    

Party A agrees to designate such Proxy Holders pursuant to Section 1 of this Agreement, who shall represent the Grantor to exercise her Voting Right pursuant to this Agreement.

Article 4                    

All Parties to this Agreement hereby acknowledge that, regardless of any change in the equity interests of Yuxing, the Grantor shall appoint the person designated by Party A with all Voting Rights. All Parties to this Agreement agree, The Grantor can not transfer her equity interests (the “Transferor”) of Yuxing to any individual or company (other than Party A or the individuals or entities designated by Party A).

Article 5                    

The Grantor hereby acknowledges that she will withdraw the appointment of the persons designated by Party A if Party A change such designated person and reappoint the substituted persons designated by Party A as the new Proxy Holders to exercise her Voting Rights at the shareholder’s meeting of Yuxing.

Article 6                    

All authorizations made under this Agreement shall be conclusive and binding upon the Grantor and each and every act and thing effected by the Proxy Holders pursuant hereto shall be as good, valid and effectual as if the same had been done by the Grantor. The Grantor hereby irrevocably and unconditionally undertake at all times hereafter to ratify and confirm whatsoever the Proxy Holders shall lawfully do or cause to be done by virtue of all such authorizations conferred by this Agreement.

Article 7                    

The Grantor hereby irrevocably and unconditionally undertake at all times to indemnify and keep indemnified each of the Proxy Holders against any and all actions, proceedings, claims, costs, expenses and liabilities whatsoever arising from the exercise or purported exercise of any of the powers conferred or purported to be conferred by this Agreement.

Article 8                    

This Agreement has been duly executed by the parties’ authorized representatives as of the date first set forth above and shall become effective upon execution.

Article 9                    

This Agreement shall not be terminated prior to the completion of acquisition of all of the equity interests in, or all assets or business of, Yuxing by Party A;

Article 10                

Any amendment and termination of this Agreement shall be in written and agreed upon by the Parties.

Article 11                

The conclusion, validity, interpretation, and performance of this Agreement and the settlement of any disputes arising out of this Agreement shall be governed by the laws and regulations of the People’s Republic of China.

Article 12                

This Agreement is executed in both Chinese and English in two copies; each Party holds one and each original copy which has the same legal effect. Both the English version and Chinese version shall have the same effect.

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IN WITNESS HEREOF, the Parties hereof have caused this Agreement to be executed by their duly authorized representatives as of the date first written above.

PARTY A: Shaanxi Techteam Jinong Humic Acid Products Co. Ltd

(Seal)

Legal Representative/Authorized Representative

PARTY B:

Chen Lixiang