Transferor: Liyuan Sun (hereinafter referred
as Party A)
Identity document: ID card ID No. 231002197502081524
Transferee: Harbin Humankind Biology Technology
Co., Limited (hereinafter referred as Party B)
Whereas Party A legally owns 68.5% of equity
stock of Heilongjiang Huimeijia Pharmaceuticals Co., Ltd (hereinafter referred as “the Company”) and has decided to
transfer all 68.5% of stock equity, and that the shareholders meetings of the Company have approved the transfer.
Whereas Party B agrees to acquire the
68.5% of equity stock of Company held by Party A.
Whereas shareholder of Company agrees
Party B acquire the 68.5% of stock equity of Company held by Party A.
Based on the principles of friendly negotiation,
mutual benefit and consensus, both parties enter into the following agreements on the stock equity transfer:
Article I The quantity and price of
transferred stock equity
Party A agrees to transfer to Party B 68.5% of equity stock of Company held by herself. Party B
agrees to acquire the said equity stock.
The equity stock to be transferred includes its attached interest and rights and is not subject
to (including but not limited to) any lien, mortgage and other interests or rights from the third party.
Party A will be not responsible for any debt, obligation, liabilities or management responsibilities
of the Company after the Agreement comes into effect.
Based on the terms of this Agreement, Party A transfers the 68.5% equity stock of Company for the
consideration of RMB 68,500,000. Party B agrees to acquire the equity stock for the consideration.
Article II Term and Method to transfer
Party B agrees to pay the price by the
following term and method:
Party B agrees to wire the payment
to the bank account designated by Party A by installment within three months after both parties signed the Agreement. Meanwhile,
both parties need to start the changes of business registration etc.
Article III Shareholder’s
rights and obligations
From the effected date of this Agreement on, Party B will execute the shareholder’s rights
and fulfill the shareholder’s obligations. If necessary, Party A shall assist Party B to execute shareholder’s rights
and fulfill shareholder’s obligations, including sign related documents in the name of Party A.
From the effected date of this Agreement on, Party B shall share the profit and assume risk and
loss based on its percentage of total equity stock.
Article IV Liabilities of Breach
If one party is default or breaches any terms of this Agreement, the breaching party shall compensate
the other party for all its economic loss. Unless otherwise specified, the obeying party also has the right to request terminating
the Agreement and claim any damage from the breaching party.
If party B would not pay the consideration within the timeline specified in the Article II of this
Agreement, it shall pay the penalty of 1 ‰ of delayed payment for each delayed day. After the
payment of penalty, if the breaching causes more loss than penalty, or causes other damages, Party A still has the rights to ask
for more compensation for the part which the loss is over the penalty or for the part of other damages.
Article V Dispute resolution
As for all disputes arise from executing
this Agreement or related to this Agreement, both parties need to settle the disputes by friendly negotiation. If the disputes
are not settled by negotiation, any party has the rights to settle by the following methods:
Submit the dispute for arbitration. The arbitration committee will arbitrate the disputes based
on current arbitration. The arbitration decision shall be final and binding on both parties.
Bring a lawsuit in the local court respectively.
Article VI Effect and Termination
This Agreement is taken in to effect after both parties sign and seal.
After the Agreement is in effect, if any party intends to modify the Agreement, it shall inform
to the other party in written form 10 days in advance. The supplementary agreement could be signed based on written negotiated
agreement. The supplementary agreement is with the same legal effect with the Agreement.
This Agreement could be modified or terminated
if either one of the following occurred.
This Agreement could not be executed for the force majeure or any causes that one party could not
avoid even if it has no faults.
Either party loses the ability to fulfill this Agreement.
This Agreement is executed in four copies,
held by Party A, Party B, Company and Industry and Business Authority. All four copies are with the same legal effect.
Transferor: Liyuan Sun (hereinafter refers
to Party A)
ID card No. 231002197502081524
Transferee: Harbin Humankind Biology Technology
Co., Limited (hereinafter refers to Party B)
The terms used in this Agreement, unless
otherwise specified, contain the same meaning as the definitions in Stock Transfer Agreement (hereinafter refers to Original Agreement)
signed on April 10, 2013.
Both parties entered into that certain
Stock Transfer Agreement on April 10, 2013 about Harbin Humankind Biology Technology Co., Limited to acquire the 68.5% equity stock
of Heilongjiang Huimeijia Pharmaceuticals Co., Ltd (hereinafter refers to HLJ Huimeijia) held by Party A.
Based on the principle of mutual benefit
and friendly negotiation, both parties agree to modify the terms of Original Agreement and enter into the following supplementary
Article I The amendment to the Original
Article III Shareholder’s rights
and obligations of Stock Transfer Agreement is modified and amended into the following terms:
(i) Both parties agree that Party B shall
wire 10% of price of transferred shares to an independent third party for escrow. Within seven business days upon the completion
of the changes in registration of industry and commerce administration of HLJ Huimeijia, the independent third party will wire
the money to the bank account appointed by Party A.
(ii) From the effective date of this Agreement,
Party B shall begin to assume the procedural rights and obligations of shareholder. However, Party B can not assume substantial
rights and obligations, such as ownership on land use rights and the rights to vote on key issues, until the changes in registration
of industry and commerce administration of HLJ Huimeijia are completed and Party A has obtained the remaining consideration set
forth in the Original Agreement.
Article II From the effective date
of this Agreement, it will constitute an integral part of Original Agreement and has the same legal effect as the Original Agreement.
If there is any inconsistency between this Agreement and the Original Agreement, this Agreement prevails.
Other than the modified terms in this Agreement,
other terms in Original Agreement remain to be effective.
Article III This Agreement is taken
into effect after both parties execution and seal.
Article IV This Agreement is executed
in four copies, held by Party A, Party B, HLJ Huimeijia and Industry and Business Authority. All four copies are with the same