CHINA BAICAOTANG MEDICINE LIMITED INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • March 30th, 2012 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This INDEPENDENT DIRECTOR AGREEMENT (the "Agreement") is made and entered into as of this 8th day of June, 2011, effective as of the 8th June, 2011 (the "Effective Date"), by and between China BCT Pharmacy Group, Inc., a Delaware corporation whose shares are publicly traded (the "Company"), and Chin Kam Cheung, a citizen of Hong Kong SAR, with the following address: Flat 3, 8/F., Kai Pong House, Kai Tai Court, Kowloon Bay, Hong Kong (the "Independent Director").
SUBSCRIPTION AGREEMENT FOR PURDEN LAKE RESOURCE CORP.Subscription Agreement • August 22nd, 2007 • Purden Lake Resource Corp.
Liquid Capital Loan AgreementCapital Loan Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Due to its production and operation needs, Party A apply for a loan from Party B and Party B agrees to make a loan to Party A. To specify the parties’ rights and obligations and in accordance with Contract Law and other laws and regulations, Party A and Party B entered into this agreement after negotiation.
EARN-IN AGREEMENTEarn-in Agreement • November 16th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
This EARN-IN AGREEMENT (the “Agreement”) is amended as of Dec 30, 2009 (the “Effective Date ”), between and among (i) Zhang Xiao Yan, a Hong Kong individual (the “ Seller ”); and (ii) the signatories to this Agreement indicated as “Buyers,”[Tang Hui Tian, Jiang You Ru, Liu Chun Lin, Wei Wen De, Wang Bang Fu, Zhao Ming An, Zhang Qing Qiu, Yang Xiao Jian, Meng Yuan Gang, Jiang Qi Feng, He Wen Heng, Liu Gong Chun, Jia Jun Wen, Tan Yu Jing, Li Jing Hua, Ye Yuan Jian] each an individual citizen of the People’s Republic of China (collectively, the “ Buyers ”) (each of the foregoing, a “ Party ” and together, the “ Parties ”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement. As effective of this amendment, all previous earn-in agreements entered into are automatically ceased being effective.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 18th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [•], 2011, by and between MILESTONE LONGCHENG LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), and CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company” and together with the Investor, the “Parties” and each a “Party”).
GENERAL BODY OF SHAREHOLDERS OF GUANGXI LIUZHOU BAICAOTANG PHARMACY CO., LTD. (委托人Trustor) 与andChina BCT Pharmacy Group, Inc. • January 25th, 2011 • Wholesale-drugs, proprietaries & druggists' sundries
Tang Huitian, Jiang Youru, Li Jinghua, Liu Chunlin, Wei Wende, Wang Bangfu, Zhao Ming’an, Zhang Qingqiu, Yang Xiaojian, Meng Yuangang, Jiang Qifeng, He Wenheng, Liu Gongchun, Jia Junwen, Tan Yujing, Ye Yuanjian. (Hereinafter “Party A”)
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 6.8098% of the total shares. Party A is willing to transfer its 6.8098% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Translation of Individual Loan/ Security Contract Industrial and Commercial Bank of China Guangxi Branch No. B: Gejing Zi Liuzhou Branch Longcheng Sub- branch Year 2007 No.4 Borrower: Tang Huitian Lender: Liuzhou City Longcheng Sub-branch of...China BCT Pharmacy Group, Inc. • May 27th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Special Reminder: Prior to signing this contract, the Borrower and the security provider shall carefully read all provisions of this contract; please pay special attention to the part in black letter. If you have any questions or any part that you do not understand, please promptly consult the Lender and professionals. Once this contract is executed, it is deemed that each party understands and agrees all provisions of this contract.
Loan agreemnt and pledge agreementAnd Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
SHARE EXCHANGE AGREEMENT by and among PURDEN LAKE RESOURCE CORP., a Delaware Company and INGENIOUS PARAGON GLOBAL LIMITED, a British Virgin Islands Company and SHAREHOLDERS OF INGENIOUS PARAGON GLOBAL LIMITED LISTED ON EXHIBIT A Dated as of December...Share Exchange Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 23, 2009, is by and among Purden Lake Resource Corp., a Delaware corporation (“Purden Lake”), Ingenious Paragon Global Limited, a British Virgin Islands company (“Ingenious”), and the shareholders of Ingenious identified on Exhibit A hereto (together referred to herein as the “Ingenious Shareholders,” each an “Ingenious Shareholder”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
CHINA BCT PHARMACY GROUP, INC. STOCK OPTION AGREEMENT DIRECTOR NON-QUALIFIED STOCK OPTIONStock Option Agreement • July 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS AGREEMENT made as of July 16, 2010, by and between China BCT Pharmacy Group, Inc., a Delaware corporation (the “Company”), and Man Wai Chiu (the “Optionee”).
Asset Transfer AgreementAsset Transfer Agreement • July 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Loan agreement and pledge agreementLoan Agreement and Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
CHINA BCT PHARMACY GROUP, INC. STOCK OPTION AGREEMENT EMPLOYEE NON-QUALIFIED STOCK OPTIONSecurities and Incentive Plan • June 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS AGREEMENT made as of June 27, 2010, by and between China BCT Pharmacy Group, Inc., a Delaware corporation (the “Company”), and Xiaoyan Zhang (the “Optionee”).
NON-DISCLOSURE AND NON-COMPETITION AGREEMENTNon-Disclosure and Non-Competition Agreement • July 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This NON-DISCLOSURE AND NON-COMPETITION AGREEMENT (this “Agreement”) is entered into by and between the following parties as of May 18, 2010 in the People’s Republic of China (the “PRC”).
CO-PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
This Co-Placement Agent Agreement (the "Agreement") is entered into by and among Ingenious Paragon Global Limited, a company organized under the laws of the British Virgin Islands ("Ingenious"), Forever Well Asia Pacific Limited, a Hong Kong company and the wholly owned subsidiary of Ingenious ("Forever Well"). Guangxi Liuzhou Baicaotang Medicine Limited, a company organized under the laws of the PRC ("BCT"). Hefeng Pharmaceutical Company Ltd. ("Hefeng"). and Guangxi Liuzhou Baicaotang Medicine Retail Limited ("Retail")(each of Ingenious, Forever Well, BCT, Hefeng and Retail shall be referred to individually as a "BCT Company" and, as the "Company"). Purden Lake Resource Corp., a Delaware corporation ("Pubco"). May Davis Partners, LLC ("May Davis") and American Capital Partners LLC ("ACP"). May Davis and ACP shall be referred to herein individually as a "Co-Placement Agent" and collectively herein as the "Co-Placement Agents".
Loan agreement and pledge agreementLoan Agreement and Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
FORM OF STOCK OPTION AGREEMENTForm of Stock Option Agreement • December 19th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
THIS AGREEMENT made as of December____, 2011, by and between China BCT Pharmacy Group, Inc., a Delaware corporation (the “Company”), and ___________ (the “Optionee”).
Shares Pledge AgreementShares Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
AMENDMENT NO. 1 TO EARN-IN AGREEMENTEarn-in Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
This Amendment No. 1 (“Amendment No. 1”) to the EARN-IN AGREEMENT (the “Agreement”) is entered into as of May 19, 2010 (the “Effective Date”), between and among (i) Zhang Xiao Yan, a Hong Kong individual (the “Seller”); and (ii) the signatories to this Agreement indicated as “Buyers,” Tang Hui Tian, Jiang You Ru, Liu Chun Lin, Wei Wen De, Wang Bang Fu, Zhao Ming An, Zhang Qing Qiu, Yang Xiao Jian, Meng Yuan Gang, Jiang Qi Feng, He Wen Heng, Liu Gong Chun, Jia Jun Wen, Tan Yu Jing, Li Jing Hua, Ye Yuan Jian each an individual citizen of the People’s Republic of China (collectively, the “Buyers”) (each of the foregoing, a “Party” and together, the “Parties”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement. As effective of this amendment, all previous earn-in agreements entered into are automatically ceased being effective.
SHARE EXCHANGE AGREEMENT by and among PURDEN LAKE RESOURCE CORP., a Delaware Company and INGENIOUS PARAGON GLOBAL LIMITED, a British Virgin Islands Company and SHAREHOLDERS OF INGENIOUS PARAGON GLOBAL LIMITED LISTED ON EXHIBIT A Dated as of December...Share Exchange Agreement • July 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), dated as of December 23, 2009, is by and among Purden Lake Resource Corp., a Delaware corporation (“Purden Lake”), Ingenious Paragon Global Limited, a British Virgin Islands company (“Ingenious”), and the shareholders of Ingenious identified on Exhibit A hereto (together referred to herein as the “Ingenious Shareholders,” each an “Ingenious Shareholder”). Each party to this Agreement is individually referred to herein as a “Party” and collectively, as the “Parties.”
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 2.6483% of the total shares. Party A is willing to transfer its 2.6483% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT Dated as of January 18, 2011 between MILESTONE LONGCHENG LIMITED and CHINA BCT PHARMACY GROUP, INC.Purchase Agreement • January 18th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT, dated as of January 18, 2011, is by and between MILESTONE LONGCHENG LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), and CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company” and together with the Investor, the “Parties” and each a “Party”).
Shares Pledge AgreementCHINA BAICAOTANG MEDICINE LTD • March 3rd, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Through the friendly negotiation, Party A and Party B hereby, with respect to the issue that Party B pledgesits 51% of the shares it owns inthe Liuzhou Baicaotang Pharmaceutical Chain Co., Ltd to Party A, have reached the following agreements:
Shares Repurchase AgreementShares Repurchase Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Confirmation AgreementConfirmation Agreement • March 3rd, 2010 • CHINA BAICAOTANG MEDICINE LTD • Wholesale-drugs, proprietaries & druggists' sundries
Party B signed the "Personal loan / Guarantee contract"(2007,No.004 ) with Industrial and Commercial Bank of China Co., Ltd. Liuzhou Branch ,Longcheng Sub-Branch (hereinafter referred to as ICBC Longcheng sub-branch) on February 8th 2007. The loan agreement amount of RMB1,600,000 yuan ,term of the agreement for 96 months, and the repayment of the loan principal and interest on a monthly basis equal to repay the loan principal and interest way. Party C to provide a property as collateral.
Termination AgreementTermination Agreement • July 29th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Confirmation AgreementConfirmation Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party B signed the "Personal loan / Guarantee contract"(2007,No.004 ) with Industrial and Commercial Bank of China Co., Ltd. Liuzhou Branch ,Longcheng Sub-Branch (hereinafter referred to as ICBC Longcheng sub-branch) on February 8 th 2007. The loan agreement amount of RMB1,600,000 yuan ,term of the agreement for 96 months, and the repayment of the loan principal and interest on a monthly basis equal to repay the loan principal and interest way. Party C to provide a property as collateral.
SERIES A CONVERTIBLE PREFERRED SHARES PURCHASE AGREEMENT Dated as of January 18, 2011 between MILESTONE LONGCHENG LIMITED and CHINA BCT PHARMACY GROUP, INC.Purchase Agreement • February 10th, 2011 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
REGISTRATION RIGHTS AGREEMENT (the “Agreement”), dated as of [•], 2011, by and between MILESTONE LONGCHENG LIMITED, a company organized under the laws of the British Virgin Islands (the “Investor”), and CHINA BCT PHARMACY GROUP, INC., a company organized under the laws of Delaware (the “Company” and together with the Investor, the “Parties” and each a “Party”).
Labor ContractCHINA BAICAOTANG MEDICINE LTD • December 31st, 2009 • Metal mining
This contract is signed on a mutually voluntary basis by and between Party A and Party B about Party A’s employment of Party B in accordance with the Labor Contract Law of People’s Republic of China for both parties to act in accordance with it.
Amended and Restated Shares Pledge AgreementShares Pledge Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Leasing ContractChina BCT Pharmacy Group, Inc. • July 29th, 2010 • Wholesale-drugs, proprietaries & druggists' sundries
Lessor: Liujiang Branch of ICBC Liuzhou (referred to as Party A) Lessee: Guangxi Liuzhou Baicaotang Medicine Retail Limited (referred to as Party B)
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Guangxi Liuzhou Baicaotang Pharmacy Co., Ltd. (hereinafter “Baicaotang Pharmacy”) was established at Liuzhou Guangxi on April 3, 1986. Its registered capital is RMB 10 million. Party A holds 1.6349% of the total shares. Party A is willing to transfer its 1.6349% of the total shares to Party B. Party B is willing to accept the transferred shares. Therefore, Party A and Party B reach the following agreement in accordance to PRC Corporate Law and Contract Law.
Confirmation AgreementConfirmation Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party B signed the "Personal loan / Guarantee contract"(2007,No.005) with Industrial and Commercial Bank of China Co., Ltd. Liuzhou Branch ,Longcheng Sub-Branch (hereinafter referred to as ICBC Longcheng sub-branch) on February 12 th 2007. The loan agreement amount of RMB1,800,000 yuan ,term of the agreement for 96 months, and the repayment of the loan principal and interest on a monthly basis equal to repay the loan principal and interest way. Party C to provide a property as collateral.
Share Transfer AgreementShare Transfer Agreement • May 27th, 2010 • China BCT Pharmacy Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
