Exhibit 2.1 STOCK EXCHANGE AGREEMENT This Agreement dated as of the 8th day of February, 2006, by and among Lounsberry Holdings III, Inc., a Delaware corporation having its offices at c/o Meiyi Xia, 51 Everett Drive, Suite A-20, West Windsor...Stock Exchange Agreement • February 14th, 2006 • Lounsberry Holdings Iii Inc • Blank checks • New York
ARTICLE IRegistration Rights Agreement • February 14th, 2006 • Lounsberry Holdings Iii Inc • Blank checks • New York
SHAREHOLDERS AGREEMENTShareholders Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This SHAREHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 by and among, (a) Mr. Yang Senshan (“Mr. Yang”), (b) Ms. Liu Minhua (“Ms. Liu”), (c) Mr. Liu Junhua, (“Mr. Liu,” together with Mr. Yang and Ms. Liu, the “Executive Shareholders”) and (d) OEP CHME Holdings, LLC, a Delaware limited liability company (“OEP”).
BETWEENPreferred Stock Purchase Agreement • February 14th, 2006 • Lounsberry Holdings Iii Inc • Blank checks • New York
STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • January 7th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
This STOCK SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2009 by and among (a) China Medicine Corporation, a Nevada corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”), and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (“Investor”).
SHARE PLEDGE AGREEMENTShare Pledge Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS PLEDGE AGREEMENT (this “Agreement”), is made as of January 29, 2010, by Mr. Yang Senshan, an individual (the “Pledgor”), in favor of OEP CHME Holdings, LLC, a Delaware limited liability company (the “Pledgee”).
Cooperation Joint Venture Agreement for Formation of a New Entity Chapter 1 Generals According to the laws and regulations of People's Republic of China (herein" PRC"), and with the equality and mutual benefit, Guangzhou Konzern Medicine Co. Ltd....Cooperation Joint • August 7th, 2006 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries
CHINA MEDICINE CORPORATION 2/F, Guangri Tower, No 9 Siyounan Road 1st Street, Yuexiu District | Guangzhou, Guangdong Province | 510600 | ChinaInvention Assignment Agreement • November 19th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
On behalf of China Medicine Corporation, a Nevada corporation (the “Company”), I am pleased to offer you the position of Chief Financial Officer (“CFO”) to the Company subject to the following terms and conditions (this “Agreement”):
Equity Ownership Transfer AgreementEquity Ownership Transfer Agreement • October 30th, 2009 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries
Party A: Guangzhou Konzern Pharmaceuticals Co., Ltd. (hereinafter referred to as “Party A”), a wholly foreign-owned enterprise registered and legally existing in PRC under PRC law, having its address at Room 702, Guangri Mansion, No.9 Siyou Nan Road, Wuyang Xincheng, Guangzhou, with its legal representative being Mr. Senshan Yang, and with China Medicine Corporation (an enterprise duly incorporated and established under the laws of the Nevada State of USA and listed on OTCBB in USA) being the sole shareholder of it; and
MemorandumChina Medicine Corp • November 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the approval procedure set forth in the Regulation on Biological Product Registration of PRC, in the view that approval procedure of Bacillus Calmette-Guerin Vaccine is much different than that of other drugs, and in view of the high risk in Bacillus Calmette-Guerin Vaccine Transfer Agreement made and entered by Party A and Party B, both parties agree on the memorandum of the aforesaid agreement. Both the Bacillus Calmette-Guerin Vaccine Transfer Agreement and this Memorandum are equally legal binding.
Exhibit B Registration Rights Provisions These Registration Rights Provisions constitute an integral part of the Stock Exchange Agreement (the "Agreement") dated February 8, 2006, by and among the Stockholders named therein, and Lounsberry Holdings...Lounsberry Holdings Iii Inc • February 14th, 2006 • Blank checks
AMENDMENT TO STOCK SUBSCRIPTION AGREEMENTStock Subscription Agreement • May 14th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries
This AMENDMENT TO STOCK SUBSCRIPTION AGREEMENT (this “Amendment”) is made and entered into as of April 30, 2010 by and among (a) China Medicine Corporation, a Nevada corporation (the “Company”), (b) Mr. Yang Senshan, (the “Executive Shareholder”) and (c) OEP CHME Holdings, LLC, a Delaware limited liability company (the “Investor”).
JOINT FILING AGREEMENTJoint Filing Agreement • March 5th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.0001 par value per share, of China Medicine Corporation and that this Joint Filing Agreement be included as an exhibit to such statement. This Joint Filing Agreement may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same instrument.
CHINA MEDICINE CORPORATIONEmployment Agreement • May 14th, 2010 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
On behalf of China Medicine Corporation, a Nevada corporation (the “Company”), I am pleased to offer you the position of Chief Financial Officer (“CFO”) to the Company for a period of four years, or as agreed upon by you and the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):
Agreement Party A: Guangzhou Konzern Medicine Co., Ltd Party B: Medicine and Pharmacology Institute of Nanhua University Based on mutual benefit and after the friendly negotiation, Party A and Party B reach the following agreement: 1. Parry A and...Agreement • July 13th, 2006 • China Medicine Corp • Wholesale-drugs, proprietaries & druggists' sundries
Bacillus Calmette-Guerin Vaccine Transfer AgreementChina Medicine Corp • November 14th, 2008 • Wholesale-drugs, proprietaries & druggists' sundries
Under this agreement, Party B exclusively permits Party B to use the Bacillus Calmette-Guerin Vaccine (hereinafter referred to as BCG Vaccine) whose patent is owned by Party B, and Party A obtains the exclusive use permit from Party B and pay Party B the fee for exclusive use permit. On the base of fair negotiation and full understanding to the terms and conditions, in accordance with the Contract Law of the PRC, both parties agree and are bound by as follows:
