Hongrui Pharmaceutical Factory Supplemental Assets Transfer Agreement
Exhibit
10.1
Unofficial
Summary Translation
Hongrui
Pharmaceutical Factory Supplemental Assets Transfer Agreement
Laiyang
Jiangbo Pharmaceutical Co., Ltd, Shandong Traditional Chinese Medicine College
and the Traditional Chinese Medicine College of Shandong Hongrui pharmaceutical
manufactory signed an assets transfer agreement on January 23, 2009, and the
handover was scheduled on February 5, 2009. The Hongrui assets transfer was
carried out on February 5, 2009 by three parties herein. Due to the significant
differences between the actual transferred inventories from Hongrui, including
raw materials, low value consumption goods, packaging, production and
semi-finished product, and the records listed in the assets appraisal report
issued by ▇▇▇▇▇▇ ▇▇▇▇▇ Co. Accounting Firm on August 31, 2009, the parties
negotiated and amended the initial transfer contract as follows:
|
A.
|
Article
VII of the original contract is amended
as:
|
The three
parties agree the transfer value of party B’s tangible assets and 22 drug
approval numbers is RMB 102.6 million in total.
|
B.
|
Article
VIII of the original contract is amended
as:
|
Within one month of the approval and
consent from the state-owned assets administration department and the completion
of assets handover, Party C shall pay Party A RMB 20 million in one lump sum
cash payment, another RMB 38.6 million shall be
paid after the drug approval numbers are transferred to party C. Party C should
be responsible to pay the remaining of RMB 44 million by newly issued shares of Genesis pharmaceuticals
Enterprises, Inc, USD $10 per share using the exchange rate of 6.836,
totaling 643,651 shares. Shares shall be paid within one year of the signing of
the agreement to Party A or entities or individuals designated by Party
A.
There are
no changes to the remaining provisions of the contract.
This
agreement has three copies, one for each of the three parties.
Party A: Shandong Traditional
Chinese Medicine College (Seal)
Legal
Representative:
Date:
February 10, 2009
Party B: The Traditional
Chinese Medicine College of Shandong Hongrui Pharmaceutical Factory
(Seal)
Legal
Representative:
Date:
February 10, 2009
Party C: Laiyang Jiangbo
Pharmaceutical Co., Ltd.(Seal)
Legal
Representative:
Date:
February 10, 2009