BENEFICIAL INTEREST CHANGING AGREEMENT
THIS AGREEMENT is executed and effective as of this 19th day of March 2000.
Between
Sanhe Yianjiao Sinoway Biotech Co., Ltd. ("Sinoway")
And
Dragon Pharmaceutical Inc., USA
WHEREAS
1. Allwin Newtech Ltd. ("Allwin") is a wholly owned subsidiary of Dragon
Pharmaceutical Inc. ("Dragon");
2. Sanhe Kailong Biopharmaceutical Co., Ltd. ("Kailong") is a
sino-foreign joint venture company established between Allwin and
Sinoway;
3. Allwin and Sinoway currently hold 75% and 25% of the Beneficial
Interest in Kailong respectively;
4. Both parties wish to change their beneficial interest in Kailong.
NOW THEREFORE, for and in consideration of the premises and of the mutual
representations, warranties, covenants, and agreements set forth in this
Agreement, and for other good and valuable consideration, the parties hereby
agree as follows:
1. Sinoway agreed to reduce its Beneficial Interest in Kailong from 25%
to 5%.
2. Allwin's beneficial interest in Kailong shall increase from 75% to 95%
accordingly.
3. In compensation for Sinoway to reduce its beneficial interest, Dragon
shall:
(a) make payment of US$250,000.00 to Sinoway, payable in Chinese Reminbi.
The payment shall be made within five (5) days from the execution of
this agreement.
(b) Issue 250,000 common shares of Dragon to Sinoway. No special
restriction shall be placed on the shares issued.
4. This agreement shall be governed by and construed under the laws of the
People's Republic of China.
5. This Agreement shall inure to the benefit of, and be binding upon, the
parties hereto and their respective heirs, executors, and successors.
6. This agreement has Chinese version and English version. Both versions
have equal power.
IN WITNESS WHEREOF, this agreement has been executed as of 19th day of March,
2000 in Beijing, China.
Sanhe Yianjiao Sinoway Biotech Co., Ltd.
Per: ________________________________
Dragon Pharmaceutical Inc., USA
Per: _________________________________
