Exhibit
4.1


 


VOTING
RIGHTS PROXY AGREEMENT


 


This
Voting Rights Proxy Agreement (this “Agreement”) is entered into as of November 24, 2020 (“Effective
Date”), by and between Xing Yuan (“Yuan”) and Feng Zhou (“Zhou”).
Yuan and Zhou are each referred to in this Agreement as a “Party” and collectively as the “Parties.”


 


RECITALS


 


A. Xing
Yuan is a member of China SXT Pharmaceuticals, Inc, a British Virgin Islands company (the “Company”)
and the registered holder of such number of the ordinary shares of the Company (the “Ordinary Share”),
par value $0.001 per share, of the Company as set forth on Schedule A of this Agreement (the “Shares”);


 


B. Feng
Zhou is the Chief Executive Officer and Director of China SXT Pharmaceuticals, Inc.


 


C. Yuan
desires to grant to Zhou a proxy to vote the Shares for the maximum period of time permitted by law, by entry of the power of
attorney set forth on Schedule B of this Agreement.


 


NOW
THEREFORE, the Parties agree as follows:


 


		1.	Yuan
                                         hereby irrevocably grants a power of attorney to, and entrust Zhou, for the maximum period
                                         of time permitted by law, with all of his voting rights as a member of the Company, including
                                         without limitation, in connection with the election of directors and approval of all
                                         corporate transactions which requires the approval of the Company’s members. Zhou
                                         shall exercise such rights in accordance with the laws of the British Virgin Islands
                                         and the Company’s memorandum and articles of association, as may be amended.



 


		2.	This
                                         Agreement has been duly executed by the Parties as of the Effective Date. This Agreement
                                         shall take effect upon the Effective Date.



 


		3.	Yuan
                                         represents and warrants to Zhou that Yuan legally and beneficially owns such Shares as
                                         set forth on Schedule A, free and clear of all liens and encumbrances,
                                         and Yuan has not granted to any party, other than Zhou, a power of attorney or proxy
                                         over any of such Shares or any of Yuan’s rights as a member of the Company. Yuan
                                         further represents and warrants that the execution and delivery of this Agreement by
                                         Yuan shall not violate any law, regulations, judicial or administrative order, arbitration
                                         award, agreement, contract or covenant applicable to Yuan.



 


		4.	This
                                         Agreement, may be terminated at any time by either Party, with or without cause, provided
                                         that a thirty (30) day prior written notice is given to either Zhou (in the case Yuan
                                         wishes to terminate the Agreement) or Yuan (in the case Zhou wishes to terminate the
                                         Agreement).



 


		5.	No
                                         provision of this Agreement may be amended or waived without the prior written consent
                                         or agreement of the Parties hereto.



 


		6.	This
                                         Agreement shall be governed by, construed and entered in accordance with the laws of
                                         the British Virgin Islands applicable to contracts deemed to be made within jurisdiction,
                                         without regard to choice of law or conflict of law provisions thereof.



 


		7.	Except
                                         for the parties to this Agreement and their respective successors and assigns, nothing
                                         expressed or implied in this Agreement is intended, or will be construed, to confer upon
                                         or give any person other than the parties hereto and their respective successors and
                                         assigns any rights or remedies under or by reason of this Agreement.



 


[SIGNATURE
PAGE FOLLOWS]


 




     


     


    

 


IN
WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.


 





	 	By:	                 
	 	Name: Xing Yuan
	 	 	 
	 	Accepted and Acknowledged:
	 	 	 
	 	By: 	 
	 	Name: Feng Zhou
	 	for and on behalf of
	 	China SXT Pharmaceuticals, Inc.








 




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Schedule
A


 


	Shareholder	 	Number of Ordinary Shares	 	 	Ownership Percentage*	 
	Xing Yuan	 	 	12,000,000	 	 	 	16.20	%



 





		*	The
percentage is based on 74,057,584 shares of ordinary share of the Company issued and outstanding immediately after the issuance
of 12,000,000 Ordinary Shares to Mr. Yuan.



 




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Schedule
B


 


Form
of Power of Attorney


 


This
POWER OF ATTORNEY is made by Xing Yuan (the Appointer) of November 24, 2020. The Appointer is the registered holder
of 12,000,000 ordinary shares of par value $0.001 per share (the Shares) in China SXT Pharmaceuticals, Inc., a British
Virgin Islands company (the Company).


 


1. Background


 


It
was noted that the Appointer has entered into a voting proxy agreement (the Agreement) with Feng Zhou (Zhou) pursuant
to which the Appointer has agreed to appoint Zhou as its proxy to vote the Shares for the maximum period of time permitted by
law, and as determined in this Power of Attorney.


 


2. Appointment


 


Pursuant
to the Agreement, the Appointer therefore irrevocably appoints Zhou to act as its attorney with full power in the Appointer's
name or otherwise and on its behalf (and as Zhou in his absolute discretion sees fit) to exercise all rights in relation to the
Shares including to:


 


		(a)	receive
                                         and accept service of or waive any notices, and execute any consent to short notice,
                                         attend and vote at and demand a poll at any meetings or any class meetings of the holders
                                         of shares or securities in the Company;



 


		(b)	attend,
                                         participate and vote at any general meeting or class meeting of the Company in relation
                                         to the Shares including any election of directors and approval of all corporate transactions
                                         which requires the approval of the Company’s members);



 


		(c)	give
                                         any written consent to any resolution of the holders of shares or securities in the Company,
                                         whether or not that consent or resolution relates to all of or any class of shares or
                                         securities or otherwise of the Company in relation to the Shares;



 


		(d)	exercise
                                         all or any of the voting and other rights, powers and privileges attached to the Shares
                                         or otherwise capable of being exercised by the Appointer in relation to the Shares;



 


		(e)	appoint
                                         any person as the Appointer may decide as the Appointer's proxy at any meeting or any
                                         class meeting of holders of shares or securities in the Company and for that purpose
                                         to execute, complete and lodge a form of proxy on behalf of the Appointer irrespective
                                         of whether or not the Appointer has separately appointed a proxy;



 


		(f)	deal
                                         with, and give directions on behalf of the Appointer as to, any money, security, benefit,
                                         document, notices or other communication in whatever form arising by right of the Shares
                                         or received in connection with the Shares from the Company or any other person; and



 






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		(g)	otherwise
                                         execute, deliver any document, deed or instrument and do anything which may be done in
                                         the Appointer's capacity as registered holder of the Shares.



 


3. Term


 


This
Power of Attorney may be revoked by the Appointer or Zhou at any time from the date of execution and delivery of this Power of
Attorney, with or without cause, provided that a thirty (30) day prior written notice is given to either Zhou (in the case the
Appointer wishes to terminate the Power of Attorney) or the Appointer (in the case Zhou wishes to terminate the Power of Attorney).


 


4. Ratification
and Indemnity 


 


The
Appointer undertakes to ratify and confirm whatever Zhou does or purports to do in good faith in the exercise of any power conferred
by this Power of Attorney.


 


The
Appointer undertakes to indemnify Zhou fully against all claims, losses, costs, expenses, damages or liability which he sustains
or incurs as a result of any action taken in good faith pursuant to this Power of Attorney (including any cost incurred in enforcing
this indemnity).


 


5. Validity


 


The
Appointer declares that a person who deals with Zhou in good faith may accept a written statement signed by Zhou to the effect
that this Power of Attorney has not been revoked as conclusive evidence of that fact.


 


6. Governing
Law and Jurisdiction


 


This
Power of Attorney is governed by and shall be construed in accordance with the laws of the British Virgin Islands. Non-contractual
obligations (if any) arising out of or in connection with this Power of Attorney (including its formation) shall also be governed
by the laws of the British Virgin Islands.


 


The
courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection
with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).


 






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IN
WITNESS WHEREOF, the undersigned have duly executed this Power of Attorney as of the day and year first written below.


 


This
Power of Attorney has been executed as a deed and has been delivered on November 24, 2020


 








	By:	 
	 	 
	 	 
	Name: Feng Zhou	 
	for and on behalf of	 
	China SXT Pharmaceuticals, Inc.	 
	 	 
	and	 
	 	 
	By:	 
	 	 
	 	 
	Name: Xing Yuan	 


 


 


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