Exhibit 10.1
EQUITY AND CLAIM TRANSFER AGREEMENT
Party A: Jilin Xxxx Xxx Science and Technology Limited Company
Legal Representative: Ms. Lianqin Qu
Party B: Jilin Henghe Weikang Pharmaceuticals Limited
Legal Representative: Xx. Xxxxxx Xxx
Party A and Party B has made the following agreement on the transfer of
Jilin Huangzhihua Pharmaceuticals Limited (formerly Jilin Yicaotang
Pharmaceutical Co., Ltd., herein referred to as "HZH") shares and other related
matters:
1. Contract Object
Party A agrees to transfer to Party B,
the rights and obligations Party A entitles in the EQUITY AND CLAIM
TRANSFER AGREEMENT signed with Xx. Xxxxxx Xxxx on May 11, 2007;
the rights and obligations Party A entitles in the STOCK PLEDGE AGREEMENT
signed on May 11, 2007.
2. Party B's rights and obligations
After Party A has transferred the rights and obligations described in
section 1 to Party B, Party B will be entitled to exercise these rights and
assume the obligations.
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3. Consideration and Payment
1) Consideration
Party B agrees to pay RMB8,400,000 to Party A in exchanges of the rights
and obligations described in section 1.
2) Method of Payment and the Transfer of the Contract Object
Party B agrees to remit part of the total payment for the Contract Object
on August 15, 2008. Party B agrees to remit not less than RMB5,000,000 to Party
A by December 30, 2008. The Contract Object shall be transferred to Party B once
Party B has remitted the payment of RMB5,000,000. After Party B has made the
payment of RMB5,000,000, Party B will be entitled to the shareholder's rights of
HZH. Party B will be obligate to the compensation for Xx. Xxxxxx Xxxx. Party A
will be obligate to assist the transfer of the Contract Object.
After Party A has transferred the Contact Object to Party B, Party B agrees
to remit RMB3,400,000 to Party A by April 30, 2009. When Party A received the
remittance, Party A will transfer its 95% shares of HZH to Party B. Party A
shall assist Party B on the registration of the transfer until it is done.
If Party A does not execute the transfer after it receives the full
payment, Party A shall conpensate Party B with twice the payment. If Party B
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failed to make payment on the set date, Party B shall be charged interest of
0.2% per day on the remaining balance.
4. Party A's rights and obligations
After signing this agreement and receiving RMB1,000,000 of the transfer
payment from Party B, Party A promises to not transfer the shares of HZH to any
third party. When Party B's payment to Party A reached RMB5,000,000, Party B
shall be entitled to the rights and obligations described in section 1, Party A
will notice Xx. Xxxxxx Xxxx its decision to withdraw its shares of HZH, appoint
Xx. Xxxxxx Xxx as the general manager of HZH, audit HZH's account and arrange to
compensate Xx. Xxxxxx Xxxx for his investment on HZH. During HZH's operation
lead by Xx. Xxxxxx Xxx, HZH will be responsible for its own liabilities. After
Party B made the full payment, Party A agrees to transfer the shares of HZH to
Party B. Party B shall be responsible for the transfer fees.
5. After the transfer of the shares of HZH to Party B, HZH shall assume all
its liabilities before the transfer.
6. Party A and Party B may arrange and sign supplement agreements,
supplement agreements shall be part of this agreement.
7. This agreement has four copies, Party A and Party B each holds two
copies.
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8. This agreement is effective when Party A and Party B both signed and
stamped. This agreement is signed and stamped on August 16, 2008 in Changchun,
Jilin.
Party A: Jilin Xxxx Xxx Science and Technology Limited Company
/s/ Lianqin Qu
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Legal Representative: Ms. Lianqin Qu
Party B: Jilin Henghe Weikang Pharmaceuticals Limited
/s/ Ligeng Shi
------------------------------------
Legal Representative: Xx. Xxxxxx Xxx
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