Financing &Construction Agreement
Financing
&Construction Agreement
Party A:
Xi’an Huifeng-Bio-Technic Inc..
Party B:
Xi’an Jucheng Investment & Consulting Co., Ltd.
This
Financing&Construction Agreement(the “Agreement”), effective as of November
8_, 2010, is entered into by and between, Xi’an Huifeng-Bio-Technic Inc.(Party
A, herein referred to as “Huifeng Bio-Technic”) with principal address of 16D/F
Ruixin Bldg, No.25 Gaoxin Road, Xi’an PRC, a subsidiary of Huifeng
Bio-Pharmaceutical Technology Inc.( a U.S. corporation listed on OTCBB, symbol:
HFGB, herein referred to as the “Company”),, and Xi’an Jucheng
Investment&Consulting Co., Ltd., a corporation with principal address at 16F
Royal Mansion No.5 ▇▇▇▇▇ District Xi’an (Party B, herein referred to as
“Jucheng”). In this Agreement, the term, “Parties,” shall refer to Huifeng
Bio-Technic and Jucheng jointly; “Party”, shall refer to Huifeng Bio-Technic or
Jucheng.
Based on
the principal of equility and mutual benefit, Jucheng shall provide financing in
connection with the construction of a Diosmin Plant in satisfaction of the COS
Standards for Huifeng-Bio-Technic in exchange for common stocks of the Company.
The Parties agree as the following:
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1.0
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Jucheng
shall be responsible for directing the construction work to be performed
by the Third Party(and/or “Construction Company”), construction project
bidding and construction installment payments in the currency of Chinese
Yuan (RMB) in accordance with the requirements of the Diosmin Plant
Construction Working Drawings provided by Huifeng Bio-Technic. Huifeng
Bio-Technic shall appoint professional personnel to supervise the project
during the entire construction process, to ensure compliance with the
Diosmin COS Standards. Huifeng Bio-Technic holds the veto right against
any matter or behavior that is not in compliance with the
construction requirements undertaken by Jucheng and/orthe Third
Party.
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2.0
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The
construction site is located in Huifeng Bio-Technic’s plant. Huifeng
Bio-Technic shall be responsible for the site cleaning, water and
electricity supply, and living support facilities services. Jucheng and
construction personnel of the Third Party shall comply with Huifeng
Bio-Technic’s management rules.
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3.0
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The
period of Diosmin Plant Construction is eight months. The construction
period starts upon the completion of the Construction Site Entering
Procedural Documentation by Jucheng and/or the third party construction
company. . Huifeng Bio-Technic shall supervise the whole
construction process and organize the auditing and approval process at the
end of the construction period. In the event of delay in completion of
construction, the penalty to Jucheng shall be 1% of the total construction
fee for each day delayed.( except in case of delay caused by acts of God
such as fires or floods or other circumstances beyond human control or
such delay caused by reasons mutually agreed by
Parties.)
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4.0
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The
Diosmin COS Standards Production Line, includes synthetic worshop,
cleaning workshop, air-condition workshop and water purification workshop.
The total budget of the Diosmin Plant Construction is USD3,900,000.
Jucheng shall pay $3,900,000 to the Construction Company and fully
responsible for this Diosmin Plant Construction project and make sure this
project will be successfully completed on
time.
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5.0
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The
Company shall issue 6,500,000 shares of the Company’s restricted common
stock, at the price of $0.6 per share, to Jucheng as the construction
fee., with a restricted period of six months, of which 1,500,000 shares
shall deem to remain restricted until such a date when Huifeng Bio-Technic
approves the Diosmin Plant construction project after its
completion.
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6.0
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Jucheng
shall provide a qualified third party’s Auditing Report to Huifeng
Bio-Technic for its approval upon its successful completion of the Diosmin
Plant.
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7.0
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Both
parties shall bear their own risk regarding to changes of the exchange
rate and the stock price of HFGB shares issued. Jucheng shall pay for the
construction fees according to the construction
schedule.
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8.0
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The
Diosmin Plant is used for manufacturing of exporting products and shall
meet the EU COS standards. Jucheng shall act in good faith and in best
efforts to ensure the successful completion of plant construction on
time.
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9.0
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Confidentiality:
The Parties acknowledge and confirm that any oral or written materials
exchanged by the Parties in connection with this Agreement are
confidential. The Parties shall maintain the secrecy and confidentiality
of all such materials. Without the written approval by the other Parties,
any Party shall not disclose to any third party and relevant materials,
but the following circumstances shall be
exempted:
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9.1
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The
materials are known by the public(except for any materials disclosed to
the public by the Party who receives such
materials);
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9.2
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The
materials are required to be disclosed under the applicable laws or the
rules or provisions of a stock exchange;
or
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9.3
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The
materials disclosed by each Party to its legal or financial consultants
related to the transaction contemplated under this Agreement, and such
legal or financial consultants shall comply with the confidentiality set
forth in this Section. The disclosure of the confidential materials by an
employee of any Party shall be deemed disclosure of such materials by such
Party, and such Party shall be liable for breaching the contract. This
Article 9 shall survive this Agreement even if this Agreement is invalid,
amended, revoked, terminated or unenforceable by any
reason.
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10.0
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Breach
of Contract: any violation of any provision hereof, any incomplete or
mistaken performance of any obligation provided hereunder, any
misrepresentation made hereunder, any material nondisclosure or omission
of any material fact, or any failure to perform any covenants provided
hereunder by any Party shall constitute a breach of this Agreement. The
breaching Party shall be liable for any such breach pursuant to the
applicable laws.
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11.0
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Applicable
Law and Dispute Resolution:
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11.1
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Applicable
law: the execution, validity, interpretation and performance of this
Agreement and the dispute resolution under this Agreement shall be
governed by the laws of PRC.
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11.2
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Dispute
Resolution: the Parties shall strive to settle any dispute arising from
the interpretation or performance of this Agreement through friendly
consultation. In case no settlement can be reached through consultation
within 30days after such dispute arises, each party can submit such matter
to China Arbitration Commission in accordance with its
rules.
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12.0
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This
Agreement shall be effective upon the execution hereof by all Parties
hereto and shall remain effective
thereafter.
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13.0
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Miscellaneous
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13.1
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Any
amendment and supplement to this Agreement shall be made by the Parties in
writing. The amendment and supplement duly executed by each Party shall be
considered part of this Agreement and shall have the same legal effect as
this Agreement.
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13.2
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The
Parties acknowledge that this Agreement constitutes the entire agreement
of the Parties with respect to the subject matters therein and supersedes
and replaces all prior or contemporaneous agreements and understandings in
oral or written form.
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13.3
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If
any provision of this Agreement is adjudicated to be invalid or
non-enforceable according to relevant laws of the PRC, such a provision
shall be deemed invalid only to the extent the PRC laws are applicable in
China, and the validity, legality and enforceability of the other
provisions hereof shall not be affected or impaired in any way. The
Parties shall, through consultation based on the principal of fairness,
replace such invalid, illegal or non-enforceable provision with a valid
provision so that any substituted provision may bring the similar economic
effects as those intended by the invalid, illegal or non-enforceable
provision.
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13.4
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Heading:
the heading contained in this Agreement are for the convenience of
reference only and shall not in any way affect the interpretation,
explanation or the meaning of the provisions of this
Agreement.
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14.0
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This
Agreement is executed in two copies; each Party holds one copy and each
original copy has the same legal
effect.
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In
witness therefore, the Parties hereof have caused this Agreement to be executed
by their duly authorized representatives as of the date first written
above.
Xi’an
Huifeng Bio-Technic Inc. (Seal)
Legal
Representative(Signature):
/s/Jing'▇▇
▇▇▇▇
Xi’an
Jucheng Investment & Consulting Co., Ltd.
Legal
Representative(Signature):
/s/ ▇▇▇
▇▇▇