TONGJITANG CHINESE MEDICINES COMPANY AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
DEPOSIT AGREEMENT dated as of , 2007 among TONGJITANG CHINESE MEDICINES COMPANY, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 200[ ] by and between Tongjitang Chinese Medicines Company, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
TONGJITANG CHINESE MEDICINES COMPANYTongjitang Chinese Medicines Co • February 26th, 2007 • Pharmaceutical preparations
Re: Deposit Agreement dated as of ___________, 2007 (the "Deposit Agreement") by and among Tongjitang Chinese Medicines Company, The Bank of New York, as Depositary, and the Owners and Beneficial Owners of American Depositary Receipts
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”) by and between Tongjitang Chinese Medicines Company, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
Tongjitang Chinese Medicines Company (a Cayman Islands exempted limited liability company) 9,865,000 American Depositary Shares Each Representing Four Ordinary Shares (Par Value US$0.001 Per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • March 6th, 2007 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations • New York
CONSORTIUM AGREEMENT BY AND BETWEEN HANMAX INVESTMENT LIMITED AND FOSUN INDUSTRIAL CO., LIMITED Dated as of April 8, 2010Consortium Agreement • April 8th, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
THIS CONSORTIUM AGREEMENT is made as of April 8, 2010, by and between HANMAX INVESTMENT LIMITED, a company incorporated in the British Virgin Islands (Controlling Shareholder); and FOSUN INDUSTRIAL CO., LIMITED, a company incorporated in Hong Kong (Strategic Investor). The Controlling Shareholder and the Strategic Investor are collectively referred to as the Parties.
SHARE PURCHASE AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 and Tongjitang Chinese Medicines Company November 8, 2006Share Purchase Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
Share Purchase Agreement (the “Agreement”), dated November 8, 2006 among ML Global Private Equity Fund, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”) and Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV” and together with the MLGPE, the “Buyers”) and Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of the Cayman Islands (the “Company”);
Regional Distribution Contract of Guizhou Tongjitang Pharmaceutical Co., Ltd.Tongjitang Chinese Medicines Co • February 26th, 2007
In order to regulate and protect the distribution market of Party A’s products and protect Party A’s legal interests, based on the cooperation principle of “mutual benefit” and “win-win”, both Parties agreed as follows through friendly consultation:
Patent License ContractTongjitang Chinese Medicines Co • February 26th, 2007
After friendly negotiation, party A and party B agree on the following articles about the patent license of toothache treatment and processing technology:
JOINT FILING AGREEMENTJoint Filing Agreement • April 8th, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, each of the undersigned parties hereby agrees to file jointly the statement on Schedule 13D (including any amendments thereto) with respect to the Ordinary Shares, par value $0.001 per share, and American Depositary Shares, each representing four Ordinary Shares, of Tongjitang Chinese Medicines Company.
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Both parties hereby agree to the following, through friendly negotiations, in respect of the transfer of certain equity interests of Tongjitang Pharmaceutical:
SHAREHOLDERS AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 Samtung Investment Limited Hanmax Investment Limited S-Yangtse Holdings Limited Paraway Investment Limited Lodway Investment Limited Raywill Holdings...Shareholders Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated November 8, 2006, is by and among ML Global Private Equity Fund, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”), Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV”, and together with MLGPE, the “Buyers”), GLHH Fund I, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands, GLHH Fund II, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands, Himark Group (Holdings) Company Limited, a company organized and existing under the laws of the British Virgin Islands (together with GLHH Fund I, L.P. and GLHH Fund II, L.P., the “Recent Investors”), Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of
Joint Filing AgreementJoint Filing Agreement • February 5th, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Tongjitang Chinese Medicines Company, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Both parties hereby agree to the following, through friendly negotiations, in respect of the transfer of certain equity interests of Tongjitang Pharmaceutical:
PLAN OF MERGERPlan of Merger • April 15th, 2011 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
SUBSCRIPTION AGREEMENT relating to ordinary shares in UNISOURCES ENTERPRISES LIMITEDAgreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • Hong Kong
Joint Filing AgreementJoint Filing Agreement • February 9th, 2009 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Tongjitang Chinese Medicines Company, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
AGREEMENT AND PLAN OF MERGER BY AND AMONG FOSUN INDUSTRIAL CO., LIMITED HANMAX INVESTMENT LIMITED TONSUN INTERNATIONAL COMPANY LIMITED AND TONGJITANG CHINESE MEDICINES COMPANY Dated as of October 29, 2010Agreement and Plan of Merger • November 1st, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of October 29, 2010, by and among Fosun Industrial Co., Limited, a company incorporated in Hong Kong (the “Strategic Investor”), Hanmax Investment Limited, a British Virgin Islands business company (the “Controlling Shareholder”), Tonsun International Company Limited, a Cayman Islands exempted company all of the outstanding shares of which are owned by the Strategic Investor and the Controlling Shareholder (“Merger Sub”), and Tongjitang Chinese Medicines Company, a Cayman Islands exempted company (the “Company”), whereby the Company and Merger Sub are sometimes hereinafter collectively referred to as the “Constituent Corporations”, and the Strategic Investor and Controlling Shareholder sometimes are hereinafter referred to as the “Continuing Shareholders”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in Section 9.14.
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Whereas, according to the shareholders resolutions of Tongjitang Pharmaceutical, the Transferor intends to transfer a 60% equity interest held by the Transferor in Guizhou Tongjitang Culture and Communication Co., Ltd. to Mr. Xiaochun Wang for zero consideration;
Joint Filing AgreementJoint Filing Agreement • February 9th, 2009 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value $0.001 per share, of Tongjitang Chinese Medicines Company, a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.
REGISTRATION RIGHTS AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 the Additional Shareholders and Tongjitang Chinese Medicines Company November 8, 2006Registration Rights Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2006, is by and among Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of the Cayman Islands (the “Company”), ML Global Private Equity Fund, L.P, an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”), Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV,” and together with MLGPE, the “Buyers”) and the shareholders of the Company listed on Exhibit A (the “Additional Shareholders,” and together with the Buyers, the “Holders”).
Regional Distribution Contract of Guizhou Tongjitang Pharmaceutical Co., Ltd.Tongjitang Chinese Medicines Co • February 26th, 2007
In order to regulate and protect the distribution market of Party A’s products and protect Party B’s legitimate interests, based on the cooperation principle of “mutual benefits” and “win-win”, both Parties have agreed as follows through friendly consultation:
and Sale and Purchase Agreement in relation to the entire issued share capital of Unisources Enterprises Limited Dated as of June 15, 2006Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
Hanmax Investment Limited (as Borrower) CITIC Bank International Limited (as Arranger) The Financial Institutions listed in Schedule 1 (as Original Lenders) CITIC Bank International Limited (as Agent) - and - CITIC Bank International Limited (as...Facility Agreement • October 12th, 2010 • Tongjitang Chinese Medicines Co • Pharmaceutical preparations • Hong Kong
