Nutrastar International Inc.: Exhibit 10.4 - Filed by newsfilecorp.com








Exhibit 10.4





ENGLISH TRANSLATION 
OF
VOTING RIGHTS PROXY
AGREEMENT

This agreement (this “Agreement”) is entered into on
October 22, 2010 by and among:

	(1) 	
      Harbin Baixin Biotech Development Co., Ltd.
      (hereinafter referred to as “Harbin Baixin”) a wholly foreign
      owned enterprise with limited liability which is incorporated under the
      laws of the PRC, with its contact address at 7/F Jinhua Mansion, 41
      Hanguang Street, Nangang District, Harbin 150080, China;

	 	 
	(2) 	
      Han, Lianyun, female, a Chinese national with ID
      card number as 230103195609050068, with her contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District,
    Harbin;

	 	 
	(3) 	
      Han, Lianju, male, a Chinese national with ID card
      number as 230103195009061618, with his contact address at Deputy 509,
      Railway St., Nangang District, Harbin;

	 	 
	(4) 	
      Han, Lianxue, male, a Chinese national with ID
      card number as 230103195308233215, with his contact address at No.18,
      Ashehe St., Nangang District, Harbin;

	 	 
	(5) 	
      Zhang, Weihan, male, a Chinese national with ID
      card number as 230103198105020037, with his contact address at Room 205,
      the 2nd Unit, No.75, Wenjing St., Nangang District, Harbin;

	 	 
	(6) 	
      Luan, Yuehong, female, a Chinese national with ID
      card number as 230103198105270626, with her contact address at Room 1610,
      the 1st Floor, No.59, West Dawang Road, Chaoyang District,
  Beijing;

	 	 
	(7) 	
      Zhang, Chunming, male, a Chinese national with ID
      card number as 230502196901241312, with his contact address at No.13,
      Tiedong Alley, Zhanbei Road, Jianshan District, Shuangya Mountain City,
      Heilongjiang;

	 	 
	(8) 	
      Li, Xinjun, male, a Chinese national with ID card
      number as 230106581023321, with his contact address at No.4, Xiangbin
      Road, Xiangfang District, Harbin;

	 	 
	(9) 	
      Jiang, Nana, an Chinese national with ID card
      number as 230902197705081223, with his contact address at No.70, Dacheng
      St., Nangang District, Harbin;

	 	 
	(10) 	 Lang, Fengxi, male, a Chinese national with ID
        card number as 230107196403211030, with his contact address at Room 403,
        the 5th Unit, Dianji 2nd Building, No.10-5, Leyuan St., Dongli District,
        Harbin (collectively the “Shareholders” and individually
        a “Shareholder”); and



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	(11) 	 Heilongjiang Shuaiyi New Energy Development Co.,
        Ltd. (hereinafter referred to as “Heilongjiang Shuaiyi”),
        a limited liability company incorporated under the laws of the PRC, with
        its contact address at No. 41, Hanguang St., Nangang District, Harbin.



Harbin Baixin, the Shareholders and Heilongjiang Shuaiyi are
individually referred to as a “Party” and collectively referred to as the
“Parties”. 

Whereas:

	
      A. 
	
      Han Lianyun, Han Lianju, Han Lianxue, Zhang Weihan, Luan
      Xuehong, Zhang Chunming, Li Xinjun, Jiang Nana, Lang Fengxi are the
      shareholders of Heilongjiang Shuaiyi. Han Lianyun holds 68.3% equity
      interests; Han Lianju holds 5% equity interests; Han Lianxue holds 5%
      equity interests; Zhang Weihan holds 5% equity interests; Luan Yuehong
      holds 4.66% equity interests; Zhang Chunming holds 4% equity interests; Li
      Xinjun holds 3.17% equity interests; Jiang Nana holds 3.17% equity
      interests and Lang Fengxi holds 1.7% equity interests, of Heilongjiang
      Shuaiyi. 




	B 	
      According to the terms of this Agreement, each
      Shareholder agrees to unconditionally entrust the person designated by
      Harbin Baixin to exercise its voting rights and other rights as a
      shareholder of Heilongjiang Shuaiyi, Harbin Baixin agrees to accept such
      entrustment.



Therefore, the Parties have reached the following agreement

	1. 	Entrustment of Shareholders’
      Rights 
	 	
       

	1.1 	
      Each Shareholder hereby irrevocably entrusts Harbin
      Baixin and any entities or individuals designated by Harbin Baixin
      (collectively “Designated Persons” and each a “Designated
      Person”) to exercise its voting rights and other rights as a
      shareholder of Heilongjiang Shuaiyi, including but not limited to:
  




		(1) 	
      Attending the shareholders’ meetings of Heilongjiang
      Shuaiyi as a representative of the Shareholders; 

	 	 	
       

		(2) 	
      Voting, as a representative of the Shareholders, on any
      matters to be discussed or decided by the shareholders’ meetings
      (including but not limited to supplement, amendment or modification of the
      Articles of Association of Heilongjiang Shuaiyi, election, appointment,
      removal or replacement of the directors, supervisors and senior management
      of Heilongjiang Shuaiyi); 



2





		(3) 	
      Deciding the transfer or otherwise disposal of the equity
      interests enjoyed by the Shareholders in Heilongjiang Shuaiyi; 

	 	 	
       

		(4) 	
      Other voting rights and rights as a shareholder of
      Heilongjiang Shuaiyi as specified in the Articles of Association of
      Heilongjiang Shuaiyi or applicable laws. 




	1.2 	
      Harbin Baixin and the Designated Persons shall comply
      with the Articles of Association of Heilongjiang Shuaiyi and the relevant
      laws while exercising the shareholder’s rights on behalf of the
      Shareholders. 

	 	
       

	1.3 	
      The Shareholders agree that they will not interfere with
      the exercise of the rights as provided for under Article 1.1 by Harbin
      Baixin or any Designated Person, and shall make their best efforts to
      assist Harbin Baixin or the Designated Persons to exercise such rights.
      The Shareholders further agree to execute timely all reasonable and
      necessary agreements, resolutions and other documents, and to take all
      necessary and appropriate actions so as to perform the requirements of
      this Agreement and to assist Harbin Baixin and the Designated Persons to
      exercise the shareholder’s rights. 

	 	
       

	1.4 	
      The Shareholders hereby acknowledge that Harbin Baixin
      and Designated Person may exercise, at its own discretion, each right set
      forth under Article 1.1 and is not required to seek advice from the
      Shareholders. 

	 	
       

	1.5 	
      The Shareholders shall separately execute a Power of
      Attorney substantially in the form attached hereto as Annex A to
      entrust the Designated Persons to exercise the rights set forth under
      Article 1.1. At any time during the term of this Agreement, once Harbin
      Baixin informs in writing the Shareholders to terminate the authorization
      given to any specific Designated Person, the Shareholders shall
      immediately terminate the authorization to such Designated Person and
      authorize the person designated by Harbin Baixin to exercise the rights
      set forth under Article 1.1. 

	 	
       

	1.6 	
      If at any time during the term of this Agreement, the
      entrustment or exercise of the rights under Article 1.1 becomes
      unenforceable for any reason other than the breach of the Shareholders or
      Heilongjiang Shuaiyi, the Parties shall immediately seek the most similar
      alternative to the provisions in issue of this Agreement and, if
      necessary, enter into a supplementary agreement to amend or adjust the
      provisions hereof, in order to ensure the achievement of the purpose of
      this Agreement. 

	 	
       

	 2. 	
      Term of Entrustment 

	 	
       

	2.1 	
      This Agreement shall take effect as of the execution date
      hereof and will remain in force until terminated by the Parties in writing
      or, if earlier, until all of the equity interests held by the Shareholders
      in Heilongjiang Shuaiyi have been lawfully and effectively transferred to
      Harbin Baixin and/or its designated person(s). 



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	2.2 	
      If any Shareholder transfers all of its equity interests
      of Heilongjiang Shuaiyi after obtaining Harbin Baixin’s consent, then such
      Shareholder shall cease to be a party to this Agreement, provide that the
      obligations and undertakings of the other Shareholders under this
      Agreement shall not be affected. If any Shareholder transfers its equity
      interests to any entity or individual other than Harbin Baixin or its
      designee after obtaining Harbin Baixin’s consent, such Shareholder shall,
      at the time of such transfer, cause the transferee to execute an agreement
      substantially the same as this Agreement to ensure that the rights of
      Harbin Baixin and the Designated Persons under this Agreement and the
      Power of Attorney will not be affected. 

	 	
       

	3.	
      Representations and Warranties 

	 	
       

	3.1 	
      Each Party of this Agreement hereby represents and
      warrants to the other Parties that: 




	  	
      (1) 
	
      It is a legal person (where the party is a legal person)
      with independent status, duly registered and legally existing, and with
      full formalities; 




	 	(2) 	
      It has the power and authority to execute this Agreement
      and to perform the obligations under this Agreement;

	 	 	 
	 	(3) 	
      It has duly authorized a representative to execute this
      Agreement, which, upon its effective date, shall be binding on
  it;

	 	 	 
	 	(4) 	
      The execution, delivery and performance of this Agreement
      by such party will not (i) conflict with, result in a breach or violation
      of or constitute (or with notice or lapse of time or both constitute) a
      default under, (A) the business license, articles of association, permits,
      government approval for its incorporation, agreements concerning its
      incorporation or any other charter documents of such Party, or (B) any PRC
      Laws or other laws and regulations to or by which such party is subject or
      bound, or (C) any contracts or other documents to which such Party is a
      party or to or by which it (or any of its properties or assets) is subject
      or bound; (ii) result in the creation of, or give any person the right to
      create, any lien or encumbrance upon the assets of such party; (iii)
      terminate or modify, or give any third party the right to terminate or
      modify, the provisions or terms of any contracts or other documents to
      which such party is a party or to or by which it (or any of its properties
      or assets) is subject or bound; or (iv) result in any suspension,
      revocation, impairment, forfeiture or nonrenewal of any permits applicable
      to such party;

	 	 	 
	 	(5) 	 There is no lawsuit, arbitration or other judicial or
        administrative proceedings that are pending and affect such party’s
        ability to perform the obligations under this Agreement, and, to its knowledge,
        none of such proceedings is threatened; and



4





	 	(6) 	 Such Party has disclosed to the other Parties all documents
        issued by any governmental authority that may have a material adverse
        effect on its ability to fully perform the obligations under this Agreement,
        and the documents provided by such Party to the other Parties do not contain
        any inaccurate statement of a material fact or omit to state a material
        fact.





	3.2 	
      If any representation and warranty made by any Party is
      untrue or inaccurate, it shall constitute a fundamental breach of such
      Party. 

	 	
       

	4. 	
      Liabilities for Breach of Contract
  

	 	
       

	4.1 	
      Except as otherwise provided herein, if one Party (the
      “Party in Breach”) fails to perform a certain obligation hereunder
      or otherwise breaches this Agreement, the other Parties (the “Harmed
      Party”) may: 




	 	(1) 	
      Serve a written notice to the Party in Breach stating the
      nature and scope of the breach and demanding the Party in Breach to cure
      such breach at its own expense within a reasonable period of time as
      specified therein (the “Cure Period”); and

	 	 	 
	 	(2) 	
      If the Party in Breach fails to cure the breach during
      the Cure Period, the Harmed Party is entitled to demand that the Party in
      Breach assume all liabilities resulting therefrom, and compensate the
      Harmed Party for all economic losses actually incurred by the Harmed Party
      in connection therewith, including, without limitation, all attorneys’
      fees and litigation and arbitration expenses relating thereto. The Harmed
      Party shall also be entitled to request that the court or arbitration
      panel order specific performance and/or compulsory enforcement of this
      Agreement. The remedies provided hereunder to the Harmed Party shall not
      affect the right of the Harmed Party to seek any other remedy provided by
      laws.




	5. 	
      Exemption and Compensation 

	 	
       

	5.1 	
      The Parties acknowledge that Harbin Baixin shall not be
      required to assume any liabilities of any nature or make any economic or
      other compensation to the other Parties as a result of the exercise of
      each right under Article 1.1 by Harbin Baixin and the Designated Person.
      

	 	
       

	5.2 	 The Shareholders and Heilongjiang Shuaiyi
        agree to compensate Harbin Baixin and the Designated Person for and hold
        it harmless against all losses incurred due to the exercise of the rights
        under Article 1.1 of this Agreement, including but not limited to any
        loss resulting from any litigation, charge, claim raised by any third
        party against it, or administrative investigation and sanction of any
        governmental authority, except for the losses incurred by Harbin Baixin
        or the Designated Person due to their willful misconduct or gross negligence.
      



5





	 6. 	 Governing Law and Dispute Resolution
      

	 	  

	 6.1 	 This Agreement shall be governed by the PRC
        laws. 

	 	  

	6.2 	 All the disputes arising out of the execution
        and performance of this Agreement shall be resolved through friendly negotiations.
        In the event that any dispute is not resolved by friendly consultations
        within thirty (30) days after the date such dispute arises, such dispute
        may be submitted by any Party to the China International Economic and
        Trade Arbitration Commission for arbitration in accordance with its then
        effective arbitration rules. The arbitration shall be conducted in Beijing.
        The arbitration award shall be final and binding on all the Parties. 

	 	  

	6.3 	 Except for the matters in dispute, the Parties
        shall continue to perform the provisions hereof pending the resolution
        of the dispute. 

	 	  

	7. 	 Miscellaneous 

	 	  

	7.1 	 During the term of this Agreement, no Party
        shall transfer part or all of its rights or obligations hereunder to any
        third party without the prior written consent of the other Parties, provided
        that Harbin Baixin may transfer all or any of its rights and obligations
        hereunder. 

	 	  

	7.2 	 In the event that any provision hereof becomes
        invalid, illegal or unenforceable in accordance with PRC laws, all there
        other provisions of this Agreement shall remain in full force and effect.
        In such event, the Parties shall negotiate in good faith to amend this
        Agreement and achieve, in a mutually acceptable method and to the extent
        possible, the original purpose of the Parties. 

	 	  

	7.3 	 among the Parties with respect to the subject
        matter hereof and supersedes all prior consultations, negotiations and
        agreements among the Parties with respect to such subject matter. 

	 	  

	7.4 	 certain right hereunder shall not constitute
        a waiver thereof, and a Party’s exercise or partial exercise of a
        certain right shall not preclude such Party from exercising such right
        in the future. 

	 	  

	7.5 	 their lawful successors and assignees. 



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	7.6 	
      reference only and shall not affect the meaning or
      interpretation of the contents of this Agreement. 

	 	
       

	7.7 	
      Unless otherwise provided, references to “Articles”,
      “Paragraphs” and “Annexes” are references to “Articles”, “Paragraphs” and
      “Annexes” hereof. 

	 	
       

	7.8 	
      limited to the written letter or notice under this
      Agreement) served by a Party to the other Party shall be sent via mail or
      facsimile in a timely manner. A notice or written letter, if sent via
      mail, shall be deemed received as of the 3rd Working Day after
      the date of delivery, and, if sent via facsimile, shall be deemed to be
      received as of the first Working Day after the date of delivery.


	 	
       

	7.9 	
      in relation to this Agreement and relevant affairs.
    

	 	
       

	7.10 	
      This Agreement is written in the Chinese language in 11
      original copies, one for each Party. The Parties may execute duplicate
      copies of this Agreement. 



(The remainder of this page is intentionally left blank.)

7




This page is the signature page of the “Voting Rights Proxy
Agreement”.

IN WITNESS WHEREOF, the Parties have caused this Agreement to
be executed as of the date first written above.

	Harbin Baixin Biotech Development 	 	Heilongjiang Shuaiyi New Energy 
	Co., Ltd. 	 	Development Co., Ltd. 
	 	 	  
	By: /s/ Zhang Weihan  	 	By:
      /s/ Han Lianyun 
	Name: Zhang Weihan  	 	Name: Han Lianyun  
	Title: Authorized Representative 	 	Title: Authorized Representative 
	 	 	  
	 	 	  
	Han Lianyun 	 	Han Lianju 
	 	 	  
	By: /s/ Han Lianyun 	 	By:
      /s/ Han Lianju 
	Name: Han Lianyun 	 	Name: Han Lianju 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Han Lianxue 	 	Zhang Weihan 
	 	 	  
	By: /s/ Han Lianxue 	 	By:
      /s/ Zhang Weihan 
	Name: Han Lianxue 	 	Name: Zhang Weihan 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Luan Yuehong 	 	Zhang Chunming 
	 	 	  
	By: /s/ Luan Yuehong 	 	By:
      /s/ Zhang Chunming 
	Name: Luan Xuehong 	 	Name: Zhang Chunming 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Li Xinjun 	 	Jiang Nana 
	 	 	  
	By: /s/ Li Xinjun 	 	By:
      /s/ Jiang Nana  
	Name: Li Xinjun 	 	Name: Jiang Nana 
	Title: Shareholder 	 	Title: Shareholder 
	 	 	  
	 	 	  
	Lang Fengxi 	 	  
	 	 	  
	By: /s/ Lang Fengxi 	 	  
	Name: Lang Fengxi 	 	  
	Title: Shareholder 	 	  


8




ANNEX A 
POWER OF ATTORNEY

I hereby issues this Power of Attorney in accordance with the
Voting Rights Proxy Agreement entered into by and among Harbin Baixin Biotech
Development Co., Ltd. ( “Harbin Baixin”), Heilongjiang Shuaiyi New Energy
Development Co., Ltd (“Heilongjiang Shuaiyi”) and the other Shareholders of the
Heilongjiang Shuaiyi as of [o] (the “Proxy Agreement”).

As a shareholder of [o]% equity interests of Heilongjiang
Shuaiyi, I hereby authorizes [o] (the “Representative”) to act as my
representative and exercise, according to the Articles of Associations of
Heilongjiang Shuaiyi and the relevant laws, all voting rights and other rights
as a shareholder of Heilongjiang Shuaiyi, including without limitation:

	 	(1) 	Attending the shareholders’ meetings of
      Heilongjiang Shuaiyi as my representative; 
	 	 	 
		(2) 	Voting, as my representative, on any matters to
      be discussed or decided by the shareholders’ meetings (including but not
      limited to supplement, amendment or modification of the Articles of
      Association of Heilongjiang Shuaiyi, election, appointment, removal or
      replacement of the directors, supervisors and senior management of
      Heilongjiang Shuaiyi); 
	 	 	 
		(3) 	Deciding the transfer or otherwise disposal of
      the equity interests enjoyed by the undersigned in Heilongjiang Shuaiyi;
    
	 	 	 
		(4) 	Other voting rights and rights as a shareholder
      of Heilongjiang Shuaiyi as specified in the Articles of Association of
      Heilongjiang Shuaiyi or applicable laws. 


I hereby agrees and acknowledges that the Representative has
full power and authority to exercise, at its own discretion, the rights
entrusted under this Power of Attorney, and I further undertakes to assume the
obligations or liabilities arising from the exercise by the Representative of
the rights entrusted under this Power of Attorney.

This Power of Attorney shall take effect as of the date of the
execution and shall remain in effect during the term of the Proxy Agreement.

Signature:

By:
 Name:
 Date: 

ANNEX A