Exhibit 10.2
Joint Venture Contract
Article I
General Principle
Under the relevant laws and regulations of PR China and United States and
adhering to the principle of equality and mutual benefits and through friendly
consultations, China Northeast Pharmaceutical Company and US Lyncroft company
jointly agree to establish a Joint Venture Enterprise in New York, United States
of America and hereby sign this contract.
Article 2
Parties of the Joint Venture
China Northeast Pharmaceutics Company (hereinafter referred to a s Chinese
Company), is registered in Shenyang, China. Its statutory address is Xx 00,
Xxxxx Xxxx Xxx Xxx, Xxx Xx Xxxxxxxx, Xxxxxxxx, Xxxx Xxxx Xxxxxxxx, P.R. China.
Its statutory representative is Xx. Xxx Xxxx Xxxx, General Directot, a citizen
of PRC.
US LYNCROFT Company (hereinafter referred to as US Company) is registered in New
York, USA. Its statutory address is 000-00 Xxxxxxxx Xxxx. 00 Xxxxxxxx, XX 00000.
Its statutory representative is Xxxxxxxx Xx, a citizen of the United States of
America.
Article 3
Establishment of the Joint Venture Company
3.1 Both parties agree to establish a joint venture company in China
conducting business in pharmaceutical manufacturing and sales
3.2 The legal name of the Joint Venture shall be: (chinese characters)
English name shall be "Northeast (USA) Corporation."
3.3 The legal address of the Joint Venture Company (tentative) shall be:
000 Xxxxxxxx Xxxx. Room 168 Great Neck, New York 11022.
3.4 The organizational form of the Joint Venture Company is a limited
liability company. The President of the company shall be responsible
for the operations of the company.
Article 4
Business Scope of the Joint Venture Company
4.1 To engage in China-US-Japan-Taiwan quadripartiteinternational import
and export trade.
A. With pharmaceutical as the main product, engage in multiple product
trading continually expand market in US-China and other countries and
regions.
B. With the joint venture products as core products, organize product
supplies according to market demand and sell in the local market
for each party as well as the international market.
C. The joint venture company can purchase raw materials, materials
and equipment in its local country market or region.
4.2 Reinvesting in various China and US companies. A. Purchase of invest
in US's GMP factories, or invest in US to establish GMP factories to
manufacturing high tech medicine preparation and to expand sales of
Chinese pharmaceuticals in US.
B. Invest in US to build trade centers with both office and residential
functions, in addition to provide office and accommodations for the two
parties, can also offer it to other Chinese companies for representative
offices.
C. Establish a medicine preparation factory in China Northeast
Pharmaceutical Company, introduce new medicine preparation technology
and expand in the China market.
4.3 Try to obtain exclusive sales agent rights for pharmaceuticals
manufactured in Taiwan or other foreign countries.
Article 5
Equity Share and Registered Capital
5.1 The joint venture company is a limited share company. Currently the
number of shares is tentatively set to be 200, after the four third of
the share holders agree to it, the total number of shares may increase.
5.2 The registered capital for the joint venture company is one and half
million US dollars. After more than half of the directors on the board
of directors agree, the total amount increase.
5.3 Total investment at the start up of the joint venture will be
determined by both parties at the signing of this agreement. Each party
will contribute 50% of the total investment and deposit in the company
account in US within 30 days of the signing of this agreement.
5.4 The joint venture company is formally established after the investment
funds ave been confined.
Article 6
Organization Structure of the Company
6.1 The joint venture company is a limited share company, the Board of
Directors shall be the highest authority of the Joint Venture Company and
shall decide all matters of importance to the Joint Venture Company.
President of the company shall be responsible for carrying out the
company policies.
6.2 The joint venture company plans to set up a subsidiary company in China
in addition to the main company in the USA. It also plans to set up
agent companies in Hong Kong and Japan.
Article 7
Share Holders Meeting
7.1 The Share Holders Meeting shall be the highest authority of the Joint
Venture Company and will hold annual meetings each year in the
headquarters office of the company. The date of the meeting will be
decided in the first Share Holders Meeting.
7.2 With the approval or request from more than half of the Board members of
Share Holders, and the conformation of the Secretary General of the
Board of Directors, the General Manager can call for special Share
Holders meeting.
7.3 The Share Holders Meeting shall abide by the US laws and regulations
and keep detailed minutes of the Share Holders Meeting and keep a file
of all relevant documents. The Secretary General of the Board of
Directors shall keep these files.
7.4 In the notification of the Share Holders Meetings, there should be clear
indications of the objective, address and time of the meeting. It should
be delivered to the Share Holders or their proxy 30 days prior to the
meeting via postal or messenger service.
7.5 With proper signed document and approval of the Secretary General, any
Share Holder can authorize proxy to be his/her representative or
announce temporary waivers of his/her rights. The other Share Holders
are considered in agreement to the above behavior unless they raised
their disagreement prior to the meeting.
7.6 There should be attendance from more than half of the Share Holders for
the Share Holders Meeting to be legally effective. If the attendance is
lower, the Chairman has the right to cancel the meeting.
7.7 When voting for a decision in the Share Holders Meeting, each share is
entitled to one vote, the share holder is entitled to the same number of
votes as his registered number of shares. Unless otherwise stated, a
decision is passed when there are more than half of the attending votes.
7.8 The addition of new share holders shall be approved by both parties and
passed by the Share Holders meeting.
Article 8
Board of Directors
8.1 The Board of Directors is the highest authority of the Joint Venture
Company. The Board Members should be older than 18. Both share holders
or non share holders can be Board Members.
8.2 Board Members are elected through the Share Holders Meeting after
proposal from share holders. The term for Board member is two years.
Board Members can continue his/her term if reelected. Board Members can
resign voluntarily or be terminated after decisions by the Share Holders
meeting. If due to the above reason, the board members are under the
requirement, the Share Holders Meeting can elect new members.
8.3 The Board of Directors is tentatively composed of five Board Members.
The Chinese Company shall appoint two while the US Company shall appoint
three. If there is a need to increase the number of Board Members, it
should be voted by the Share Holders Meetmg and receives more than three
fourths of votes.
8.4 The Board of Directors will have a Chairman and a Vice Chairman. When the
Chairman can not carry out his obligations for whatever reason, he can
authorize the Vice Chairman or another director to act on his behalf
after confirmation by the Board of Directors meeting. Chairman and the
Vice Chairman shall be elected by the Board meeting. The Chairman shall
be appointed by the US Company while the Vice Chairman shall be appointed
by the Chinese Company.
8.5 The Board of Directors should have at least two meetings in the Company
location or other pre determined location. If more that half of the
Board Members agree to request and confirmed by the Secretary General,
the Chairman should call for a special Board of Directors Meeting.
8.6 The notifications for the Board Meetings should be delivered 30 days
prior via postal service or messenger service. The notification should
clearly indicate the time, address, objective and the host.
8.7 The Board meetings need to have the attendance from more than half of
the Board members to be legally effective. If the attendance is less
than the legal number, the Chairman has the right to cancel the meeting.
8.8 When voting for issues of importance in the Board meetings, each Board
member (except the Chairman) has only one vote. The Chairman has the
right to veto when making decisions. The Chairman has no vote and the
veto power can only be used when there are equal votes on both sides and
the effort of coordination has been unsuccessful.
8.9 The Board Members are not salaried, but with the approval from the Share
Holders Meeting and allowed by the Company finances, each Board member
can be symbolically compensated for his/her travel expenses.
Article 9
Management of the Company
9.1 The Joint Venture Company has a President Responsibility System. The
President shall be the center of management of the company, responsible
for managing personnel and organizations, daily operations and planning.
9.2 The President shall be recruited by the Board Meeting after agreement
from both parties. If the President fails to perform or engaged in
unlawful behavior, he/she can be terminated by the Board Meeting.
9.3 The President shall propose business plan, human resources plan and
annual projections for the year in the first Board meeting in the fiscal
year. After the approval from Board of Directors meeting, it can be
carried out.
9.4 The Joint Venture Company has a Secretary and a Treasurer. Recruited
after recommendations from the General Manager and decisions by the
Board meeting. The Board of Directors can terminate their position at
its discretion.
9.5 The responsibilities for the Secretary and the Treasurer shall be
decided by the Board of Directors and will abide by the Company Laws of
the United States.
Article 10
Finances
10.1 The fiscal year for the Joint Venture Company starts on April 1 in the
first year and ends on March 1 in the second year.
10.2 All financial system and schedules of the Joint Venture company shall be
abiding by the regulations of the United States, and all taxes and fees
shall be paid in accordance with the regulations.
10.3 The treasurer should provide financial schedules audited by qualified
accountant within three months of the fiscal year ending date. These
schedules shall be reported in the Share Holders Meeting. The Treasurer
should report the current financial situations in each Board of
Directors Meeting.
10.4 The US Company and the Chinese Company has the right to hire their own
accountant to audit their financial schedules. T'he Company can not have
any disagreements. Each party is responsible for its own expenses.
Article 11
Obligations of Each Party
US Company
11.1 Apply to relevant organization to seek approval of the registration and
obtain business license. Prepare necessary office equipment needed for
the start up of the office.
11.2 Assist Chinese Company employees in obtaining visa documents and help
arrange accommodations and travel itinerary.
11.3 Recruit management and professional staff. Assist the Joint Venture
company set up a sales network in the US and provide assistance in
knowledge, technology and market expansion related to setting up a
pharmaceutical factory in China.
11.4 Assist the Joint Venture Company in obtaining exclusive sales agent and
manufacturing agent rights in China for foreign pharmaceutical products.
China Company
11.5 Provide information on the latest development and opportunities as they
related to the business of the joint venture company.
11.6 Assist the joint venture company in the selection of qualified employee
from the Chinese company, make travel and accommodations arrangements
for the joint venture employee in China.
11.7 Obtain preferred sales agent authorization of Chinese pharmaceutical
products and raw materials. Provide long term supply of pharmaceutical
products and raw materials that meet international standard according to
the contract.
11.8 Carry out other business activities in China assigned by the joint
venture company.
Article 12
Agreement
12.1 The articles listed in the contract including the attachment documents
are all integral parts of this contract.
12.2 Upon the approval of this contract and its attachments from the upper
management of both parties, this contract will become effective
immediately after the signing of this contract
12.3 The two parties, except notifications sent out via fax or telex, should
communicate in writing on issues regarding the rights and
responsibilities of each party. If there are any changes to the
statutory address listed in article 2, the party with address change
should notify the other party few days ahead of time.
12.4 The duration of the Joint Venture Company shall be 15 years. The date of
the signing of the contract shall be the establishment date of the
company. Extension of the duration can be granted with mutual agreement
and approval from the Share Holders Meeting.
12.5 Should either of the parties to the contract be prevented from executing
the contract by force majeure, such as earthquake, typhoon, flood, fire
and war and other unforeseen events, and their happening and
consequences are unpreventable and unavoidable, the prevented party
shall notify the other party in writing and without delay, and provide
the detailed information of the events and a valid document for evidence
by the relevant public notary organization for explaining the reason of
its inability to execute or delay the execution of all or part of the
contract. Both parties shall through consultations, decide whether to
terminate the contract or to exempt the part of obligations for
implementation of the contract or whether to delay the execution of the
contract according to the effects of the events on the performance of
the contract.
12.6 Should the Joint Venture Company be unable to continue its operations or
incur continuous financial loses, with the agreement from both parties
and the approval of the Share Holders Meeting, the Joint Venture Company
contract can be terminated prior to the original term or one party
withdraw from the Joint Venture Company and return its shares to the
Company, the other party shall take over the operation of the Joint
Venture Company and be responsible for the gains and losses of the
company.
12.7 Upon the fulfillment of the contract term or early termination of the
contract, it shall audit its assets and distribute these assets to share
holders according to the proportion of shares.
12.8 When amendment is made to this contract and its appendices, it shall not
be valid unless a written agreement is signed by both parties.
Article 13
Liabilities for Breach of Contract
13.1 If either party fails to pay on schedule the contributions stipulated in
Article 5 of this contract, the party breaching the contract shall pay
the party observing the contract 1% of the total investment overdue each
day counting from the 30th bank date overdue. Should the party breaching
the contract fail to contribute the amount of capital it committed for
90 days, in addition to claim the accumulated fines paid by the party
breaching the contract, the party observing the contract shall have the
right to terminate the contract or seek news partners to replace the
party breaching the contract. The amount of fines should not be less
than the total committed investment from the breaching party.
13.2 Should all or part of the contract and its appendices be unable to be
fulfilled owing to the fault of one party, the breaching party shall
bear the responsibilities thus caused and compensate the other party for
the losses. Should it be the fault of both parties, they shall bear
their respective responsibilities according to the actual situation.
Article 14
Arbitration
14. The Parties shall exert their diligent best efforts to resolve all
disagreements by amicable discussion. In the event they cannot agree, the
matter shall be submitted to the Arbitration Commission of the country of
Joint Venture Company is registered in. The arbitrational award is final
and binding upon both parties.
14.2 During the process of arbitration, the contract should be executed with
no interruption, except for those parts relating to discrepancies under
arbitration.
Article 15
Laws Applicable
15.1 The formation of this Joint Venture Company Contract, its validity,
interpretation, execution shall be governed by the laws of the United
States of America.
15.2 The issues not addressed in this contract shall be executed in
accordance with the Company Laws of the United States of America.
Article 16
Language
16.1 This contract and the appendices will be written in Chinese and English,
both the Chinese and the English version has the same statutory effect.
16.2 Subtitles for each article are for clarity and do not effect the
interpretation of the content of the contract.
Authorized representative of the Authorized representative of the
Chinese Company US Company
China Northeast Pharmaceutical Lyncroft Corporation
Company President
President Xxx Xx Xxx
Xxx Xxxx Xxxx
Signature Signature
Date Date
Exhibit 10.3
Contract of Shenyang United Vitatech
Pharmaceutical, LTD.
Chapter 1
General
Based on the "Law of Sino-Foreign Joint Venture of the People's Republic of
China" and other Chinese legal stipulations concerned and on the principle of
equality and mutual benefit, through friendly negotiating, China Northeast
Pharmaceutical Factory and American Northeast Corp. both agree to invest and
establish the joint venture in Shenyang City, Liao Ning Province of the People's
Republic of China and make this contract.
Chapter 2
Each party of the Joint Venture
1. The parties of this contract are: China Northeast Pharmaceutical
(called the first party in the following). Registered Shenyang City,
China. Its legal address is:
00 Xxxxx xxxx Xxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxxxxx Xxxx, Xxxx Xxxx Xxxxxxxx
Xxxxx
Legal Representative: Xxxx Xxxx Xxx
Title: President
Nationality: Chinese
American Northeast Corp. (called the second party in the following).
Registered in New York State, USA. Its legal address is:
000 Xxxxxxxx Xxxx. Xxxxx 000
Xxxxx Xxxx, Xxx Xxxx 00000
Legal Representative: Xx Xxx Xx
Title: President
Nationality: American
Chapter 3
Establishing the Joint Venture
2. Both the first and second parties agree to establish the Joint Venture
Shenyang United Vitatech Pharmaceutical LTD (called the Joint Venture in
the following) in China based on "The Law of Sino-Foreign Joint Venture
of the People's Republic of China" and other Chinese legal stipulations.
3. The Joint Venture named Shenyang United Vitatech Pharmaceutical, LTD.
The legal address of the Joint Venture is:
Kun Xxxx Xx Street
Xx Xxxx District
Shenyang City, Liao Ning Province
PRC
4. All the activities of the Joint Venture must obey Chinese law, orders
and stipulations.
5. The Joint Venture is a limited company. Each party's investment will be
responsible for the Joint Venture's debts. Each party will share
profits, risks and losses on the proportion of its invested amount in
registered capital.
Chapter 4
Objective, Business Scope and
Production Scale
6. The Joint Venture's objective is to enhance economic cooperation and
technology exchange based on the principle of mutual benefit. Using
advanced and practical, scientific and technological management methods
to improve product quality, develop new advanced scientific and
technological products, make the quality, price and the like have more
competitive abilities on the international market, improve economic
efficiency, boost exports and make both parties gain satisfactory
economic benefits.
7. The Joint Venture's business scope is:
1. chemical intermedia
2. raw chemical materials
3. pharmaceutical products
4. nutritional supplements
5. cosmetic products
8. The Joint Venture's production scale is an annual production of 600
million pieces, 200 million of which are vitamin pills, prenatal
vitamins 100 million pieces, children's vitamins 100 million pieces,
adult multi-vitamins 100 million pieces, senior vitamins 100 million
pieces, multivitamin stress capsules 50 million pieces, cosmetics (soft
capsule type) 12 million pieces. With the development of the products,
drop medicine, orally taken liquid mediciine, medicinal preparation,
soft medicinal preparations, powder injections, raw chemical materials
and nutritional supplements will be developed in the medicine
productions.
Chapter 5
Total Investment Amount
and Registered Capital
9. Total investment of the Joint Venture is 10 million dollars.
10. Both parties' total investment is 5.75 million dollars as the Joint
Venture's registered capital. The difference between the total
investment amount and registered capital will be a loan given from the
bank to the Joint Venture. The first party: $2,500,300.00 will be
43.4834782% of the loan. The second party: $3,249,700.00 will be
56.516217% of the loan.
11. Both Parties will invest with the following contents:
The first party: cash $750,000.00
Land: 84,000 square meters valued at $1,750,300.00
The second party: cash $2,100,000.00
Special medicine technology: $1,149,700.00.
12. The first party will finish payment before the end of 1994. The second
party's payment schedule is $1,000,000.00 before the end of July
1994, $600,000.00 before the end of June of 1995; $500,000.00 before
the end of December 1995. The second party's special medicine
technology will be presented in two periods: the technical information
cost of $350,000, will be handed in and verified and approved by the
first party before the end of September 1994, the remaining technical
information worth $799,700.00 will be handed in and verified and
approved by the first party before the end of 1995. The value of the
special technology shall be confirmed with the standard verified
and evaluated by Shenyang Legal Department. If the evaluated price
does not reach the expected price (Dollar amount), the second party
will increase the capital amount or increase the investment proportion.
13. If either party wants to transfer its total or partial investment amount
to a third party, it must have consent from the other party and approved
by the original approval organizations. When one party wants to transfer
its investment amount totally or partially, the other party has the
privilege to buy it.
Chapter 6
Responsibilities of Both Parties
14. Both the first and second parties should be responsible for fulfilling
the following responsibilities respectively:
Transact some approvals from competent Departments concerned for
establishing the Joint Venture, enter registration, transact its business
certificate and so on.
Provide its investments based on the stipulation of #11, organize the
designs and construction of the Joint Venture's building and engineering
equipment.
Provide the Joint Venture with raw chemical production technology and
craft.
Assist in the transaction of customs procedures and transportation for
the imported equipment which the Joint Venture needs in China.
Assist the Joint Venture in buying or leasing raw chemicals, office
equipment, transportation, communication systems etc. in China.
Assist the 0Joint Venture in supplying the basic equipment, water,
electricity, gas and transportation facilities, etc.
Assist the Joint Venture to employ local Chinese business management
personnel, technical personnel, workers and other necessary personnel.
Assist foreign personnel to apply for visas, work permits and travel
documents.
Responsible for transacting the Joint Venture sales of some of the
products and other consigned matters.
The second party's responsibilities:
Provide the investment based on the stipulation in #11. Responsible for
production management of the Joint Venture. Transact some matters
consigned by the Joint Venture concerning buying mechanical equipment,
material, etc. in China.
Train Joint Venture's technical personnel and
workers.
Responsible for the designs and construction of the Joint Venture's
GMT standard building and equipment.
Provide the Joint Venture with sophisticated medical technology.
Responsible for other matters consigned by the Joint Venture.
Chapter 7
Sales of Products
15. The Joint Venture's products will be sold in China and abroad.
16. The Joint Venture's products may be sold or sold on commission by China
materials Departments and Business Departments or may be sold directly
by the Joint Venture.
17. The Joint Venture's products may be sold directly by the Joint Venture
abroad or may be consigned to be sold by Foreign Trade companies.
Chapter 8
Board of Directors
18. The Joint Venture has a Board of Directors. The date when the Joint
Venture is registered is the establishing date of the Board of Directors.
19. The Board of Directors consists of seven Directors: the first party has
three, the second party has four. The Chairman will be elected from the
second party, the Vice-Chairman will be elected from the first party.
The directors and Chairman will be elected for three years as one term
and can be re-elected. Each party will elect its directors and the
Chairman in writing.
20. The Board of Directors has the highest authority and decides all
important matters in the Joint Venture. The amendment of the Joint
Venture's regulations, termination of the Joint Venture, increasing or
transferring of the Joint Venture's registered capitals, combination of
the Joint Venture and other economic organization and so on. Matters of
importance must be decided by a general meeting of the Board of
Directors. Other matters may be passed by over two-thirds of the votes
or circulated with fax and passed with over two-thirds of the
directors' signatures.
21. The Chairman is the legal representative of the Joint venture. If
the Chairman cannot assume his authority for some reason, the Vice-
Chairman or other director can be assigned as a representative.
22. The Board of Directors must have a meeting at least once a year. The
meeting will be called and presided over by the Chairman. With over one
third of the directors' motions, the Chairman may call for an emergency
meeting. All meeting records must be filed.
Chapter 9
Business Management Organization
23. The Joint Venture will set up a business management organization which
is responsible for the company's daily business management. The Board of
Directors will employ one General Manager, three deputy managers. The
General Manager and deputy managers will be recommended by both the
first and second parties.
24. The General Manager will be responsible for the Board of Directors and
execute every decision of the Board of Directors, organize and head the
daily business management of the Joint Venture. Each section manager
employed in the business management organization will be responsible for
the General Manager.
25. If the General Manager exploits his or her office or carries out
fraudulent practices, he or she will be dismissed at any tlme after the
Board of Directors makes the decision.
Chapter 10
Equipment Buying
26. The Joint Venture's raw chemicals, fuel, accessories, vehicles,
tools, office equipment, etc. are considered to be bought in China
first with the equal qualities and conditions.
27. When the Joint Venture consigns the second party to buy some equipment
abroad, the first party may participate.
Chapter 11
Labor Management
28. The Joint Venture worker's employment, dismissal, resignation, wages,
welfare, labor insurance and bonuses will be planned by the Board of
Directors, stipulate the Joint Venture and its workers' union with group
or individual labor contracts based on "The Stipulation of Sino-Foreign
Joint Venture Labor Management of the People's Republic of China". After
the labor contract is signed, it will be filed in the local labor
management department.
29. Employment, wages, securities, welfare and business traveling standard
of senior management personnel recommended by both the first and second
parties will be decided by the Board of Directors.
Chapter 12
Taxation, Finance, Auditing
30. The Joint Venture will pay taxes based on Chinese law and stipulations
concerned.
31. The Joint Venture's workers will pay their income taxes based on "The
Laws of Individual income tax of the People's Republic of China".
32. The Joint Venture will draw reserve fund, company development fund,
worker's welfare and reward fund based on the stipulations of "The
Sino-Foreign Joint Venture of the People's Republic of China." Annual
drawing proportion will be discussed and decided by the Board of
Directors based on the company's business situation.
33. The Joint Venture's fiscal year is from January I to December 31 every
year. All of the accounting vouchers, bill report forms and accounting
books will be in Chinese (characters).
34. The Joint Venture's finance auditing will be checked and verified by
the auditor registered in China. Its results will be reported to the
Board of Directors and the General Manager. If the second party
considers it necessary to invite another country's auditor to check
and verify the annual finance, the first party will be in agreement.
However, the entire cost will be paid by the second party.
35. The first two months of every business year, the General Manager will
draw up an asset and debt table, benefit and loss calculation book and
profit distribution plan for the previous year and submit them to the
Board of Directors to be checked, verified and passed. The General
Manager will submit a quarterly asset and debt table and benefit and
loss calculation book within two months after every quarter.
Chapter 13
The Joint Venture's Deadline
36. The Joint Venture's deadline is 30 years. The establishing date of the
Joint Venture is the issue date of the Joint Venture's business
certificate. If one party suggests and all passed in the meeting of
Board of Director's, may apply for the extension of the Joint Venture's
deadline to Shenyang Developing Zone Management Committee before six
months of the Joint Venture's deadline.
Chapter 14
Property Transaction When the Joint Venture Expires
37. When the Joint Venture has expired or is terminated ahead of time, the
Joint Venture wiill liquidate based on the laws concerned. After
liquidating, the property will be distributed on the proportion of
investment by both the first and second party.
Chapter 15
Insurance
38. All of the Joint Venture's insurance will be covered by the Insurance
Company of the People's Republic of China, Shenyang Branch. Insurance
coverage, insurance value and insurance duration will be discussed and
decided by the Board of Director's based on the insurance company's
stipulations.
Chapter 16
Amendment, change and denouncement of contract
39. The amendment of the contract and its annexes will be valid after both
parties sign the written agreement and are approved by the original
approval organization.
40. If a natural disaster should occur or if the contract could not be
resumed or if the Joint Venture lost year after year and was unable to
continue, the contract may be terminated and renounced ahead of time
after it is passed by the Board of Directors and approved by the
original approval organization.
41. If one party did not fulfill the contract and responsibilities stipulated
in regulations or violated the contract and regulations, making the Joint
Venture unable to manage or reach the business goals stipulated in the
contract, the other party is authorized to claim damage and terminate the
contract after approval by the original approval organization based on
the stipulations of the contract. If both the first and second parties
agree to continue business, the compensation of the Joint Venture's
economic loss will be made by the party who violated the contract.
Chapter 17
Responsibilities of Violations
42. If either party did not finish payment of its investment amount within a
specific period based on the stipulations of the contract chapter 5
calculate from the first month of being overdue for every overdue month.
The party who violated the contract would pay 3% of expected payment in
that period as a compensation of being overdue to the other party who
keeps the contract. After three months of being overdue, the party who
violated the contract would pay 9% of accumulated expected payment as a
compensation of being overdue, the other party who kept the contract
would be authorized to terminate the contract based on #46 stipulation
of the contract and claim damage to the party who violated the contract.
43. If one party should make a mistake what would cause the contract or its
annexes not to be carried out, the party who made the mistake would
assume the responsibilities of violation. If both parties made mistakes,
both parties would assume their own responsibilities of violation
respectively based on the facts.
Chapter 18
Natural Disasters
44. If natural disasters such as earthquakes, typhoons, floods, fire, war
etc. directly influenced the contract's lack of fulfillment, the party
who encountered it would inform the other party as soon as possible and
provide accident details and valid evidence which would state the
reasons why the contract could not be fulfilled or partially fulfilled
or why the contract needed to be delayed to be fulfilled. This evidence
must be issued by local officials where the accident occurred. Based on
the accident influence degree of the contract's fulfillment, both
parties would negotiated and decide whether to renounce the contract or
partially relieve the responsibilities of the contract's fulfillment or
delay the contract's fulfillment.
Chapter 19
Adaptive Law
45. The settlement of the contract's conclusion, violation, explanation,
fulfillment and dispute shall be the subject to "The Law of the People's
Republic of China."
Chapter 20
Settlement of Dispute
46. All disputes in connection with this contract or the execution thereof
shall be settled friendly through negotiations by both parties. Where no
settlement can be reached, the disputes shall be submitted to Beijing
Arbitration Committee of the China Council for the Promotion of
International Trade for arbitration in accordance with the Provisional
Rules of Procedures promulgated by the said Arbitration Committee. The
decision of the Arbitration Committee shall be accepted as final and
binding by both parties. Arbitration expenses shall be borne by the
losing party.
Chapter 21
Written Language
48. This contract will be written in Chinese characters. Two copies of this
contract's English version will be finished within six months after this
contract is signed. They will be signed by both parties and filed.
Chapter 22
Violation of Contract and Others
49. This contract and its annexes must be approved by Shenyang Developing
Zone Management Committee and will be valid by the date when they are
approved.
50. The information related to each party's rights and responsibilities must
be notified in writing except telegram and telex. Both the first and
second party's legal addresses listed in this contract are mailing
addresses of both parties.
51. Based on the regulations of this contract, the following attached
agreements are made including the Joint Venture's regulations,
engineering agreement, sales agreement, etc.
52. This contract will be signed by authorized representatives of both the
first and second parties on May 16, 1994 in Shenyang, China.
The first party: China Northeast The Second Party: American Northeast Corp,
Pharmaceutical Factory
Representative: Xxxx Xxxx Xxx Representative: Xx Xxx Xx
May 26, 1994 May 20, 1994
Exhibit 10.4
REGULATIONS OF SHENYANG UNITED VITATECH PHARMACEUTICAL LTD.
CHAPTER I GENERAL
No. 1
Based on the Law of "Sino-Foreign Joint Venture" of the People's
Republic of China, China Northeast Pharmaceutical Factory (called first
party, in short in the following) and American Northeast Corp. (called
second party, in short in the following) signed the contract of
establishing Joint Venture Shenyang United Vitatech Pharmaceutical
Ltd., in Shenyang, China (called joint venture in short in the
following) and worked out the Joint Venture's regulations.
No. 2
Joint Venture named: SHENYANG UNITED VITATECH PHARMACEUTICAL, LTD.
The legal address of the Joint-Venture Kun Xxxx Xx Street
Xx Xxxx District
Shenyang City, Liao Ning Province
P.R.C.
No. 3
The name and legal address of the first and second party:
First Party: CHINA NORTHEAST PHARMACEUTICAL FACTORY
Legal Representative: Xxxx Xxxx Xxx
Occupation: President
Nationality: Chinese
Legal Address: 00 Xxxxx Xxxx Xxx Xxxxxx
Xxxxx Xxxxxxxx
Xxxxxxxx, Xxxxx
Second Party: NORTHEAST (USA) CORP.
Legal Representative: I-Hui Lo
Occupation: Chairperson
Nationality: American
Legal Address: 000 Xxxxxxxx Xxxx.
Xxxxx 000
Xxxxx Xxxx, XX 00000
NO. 4 -
The Joint-Venture is a Limited Company.
NO. 5 -
The Joint-Venture is legally in China, and controlled and protected by
Chinese Law. All of the activities in the Joint-Venture must obey
Chinese laws, orders, and stipulations.
CHAPTER 2. OBJECTIVE, BUSINESS SCOPE, PRODUCTION SCALE
NO. 6 -
The Objective of the Joint-Venture: Using advanced and practical
scientific and technological management methods to produce and manage
medicinal intermediates, raw chemicals, and medicinal preparation
products; develop new technology and products to reach the
international level and obtain economic benefits that satisfies both
the first and second parties.
NO. 7 -
The Business Scope of the Joint-Venture: To produce and sell medicine
intermediates, raw chemicals, medical preparations, nutritional
supplements, cosmetics, etc.
NO. 8 -
The Production Scale of the Joint-Venture: The production scale for the
Joint-Venture is 0.6 Billion pieces; 0.2 Billion Vitamin C pills; 0.l
Billion Prenatal Vitamins; 0.1 Billion Children Vitamins; 0.I Adult
Multivitamins; 0.I Billion Liquor-Resoluted Liver-Aided Vitamin
Capsules, medicine intermediate Vitamin C90, C95, 200 tons, Cosmetics
(Soft Capsule Type) 12 Million Pcs.
With the development of the products, drop medicines, oral liquid
medicine, medicinal preparations, soft medicinal preparations, powder
injections, original material medicines, and nutritional heath
protection products will be developed in the medicine productions.
NO. 9 -
The Joint-Venture will sell its products to both domestic and
international markets.
CHAPTER 3 - TOTAL INVESTMENT AMOUNT AND REGISTERED CAPITAL
NO. 10 -
Total investment amount of the Joint-Venture is US$10 Million Dollars
Registered Capital is US$5.75 Million Dollars
NO. 11 -
Investment status of both the first and second party:
First Party: Will pay cash US$750,000.00
Will pay for the property US$I,750,300.00 for
84,000 square meters
Total will be 43.48347% of the Registered Capital
Second Party: Will pay cash US$2,100,000.00
Will pay US$1,149,700.00 for Medicine Technology
Total will be 56.5165217% of the Registered Capital
NO. 12 -
The First Party will finish payment by the end of the year 1994. The
Second Party payment schedule is:
o US$1,000,000.00 will be paid by the end of the year 1994
o US$600,000.00 before the end of June 1995
o US$500,000.00 before then end of December 1995
The Special Technology of the Second Party will be presented in two
periods. The Technical information cost of US$350,000.00 will be
submitted, then verified, and approved by the first party before the
end of the year 1995. The price of the Special Technology should be
confirmed with the standard verification and evaluated by the Shenyang
Legal Department concerned. If the evaluated price cannot reach the
expected price (dollars), the Second Party will increase the capital
amount or increase the investment proportion.
NO. 13 -
After both the First and Second Parties pay the investment, the
Joint-Venture will invite the a chartered accountant registered in
China to check and verify the investments and present the Investment
Report.
The Joint-Venture will issue the Certificate of Investment to both
parties based on the Investment Report.
The main content of the Certificate of Investment is:
o The Name of the Joint-Venture
o The establishing Date
o The Name of the First or Second Party and investment amount
o Date of Investment
o Date of Issue, etc...
NO. 14 -
The Joint-Venture cannot decrease its Registered Capital Amount
NO. 15 -
Any Registered Capital investment of the Joint-Venture must be
consented to by both the First and Second Party and approved by the
original approval organizations.
NO. 16 -
If either party desires to make over their investment amount, whether
totally or partially, it must be consented to by the other party. When
one party wants to make over its investment amount, the other party has
the privilege to buy it.
NO. 17 -
After any Registered Capital increase and/or makeover of the
Joint-Venture are approved and passed by the Board of Directors, it
must be approved by Shenyang Development Zone Administration and
registered in the Industry and Commerce Administration.
CHAPTER 4 - BOARD OF DIRECTORS
NO. 18 -
The Joint-Venture has a Board of Directors. The Board of Directors is
the most powerful organization in the Joint-Venture.
NO. 19 - The Board of Directors will decide all important matters, its authority
is on the following:
o Deciding and approving important reports submitted by the
General Manager, such as Production Plans, Annual Business
Reports, funds, sales, etc.
o Approve annual financial affairs, income and expense budgets,
annual profit distribution plans, etc.
o Discuss and pass important stipulations for the Company
o Deciding to establish branches of the Company
o Amend Company Regulations
o Discuss and decide Joint-Venture stopping productions,
terminations, or combining with other economic organizations.
o Deciding the employment of a General Manager and Senior Staffs
o Making Labor Contracts
o Taking charge of the termination of the Joint-Venture when it has
expired.
o And various other important affairs
NO. 20 -
A Board of Directors consists of seven Directors, the First party
having three and the Second Party having four. The Directors will be
elected for a term of three years and can be re-elected.
NO. 21 -
A Board of Directors has one Chairperson elected from the Second Party
and one Vice- Chairperson elected from the First Party.
NO. 22 -
When either party wants to elect or change Directors, it should inform
the Board of Directors in writing.
NO. 23 -
A Board of Directors must have a meeting at least once per year. If
important incidents occur and over one-third of the Directors agree to
a meeting, and Emergency Meeting may be held,
NO. 24 -
The Meeting of the Board of Directors is held at the location of the
Joint-Venture. However, if it is necessary, the meetlng may be held at
another location if both parties agree.
NO. 25 -
The Meeting of the Board of Directors will be called and presided by
the Chairperson. If the Chairperson is absent or otherwise unavailable,
the Vice-Chairperson may call and preside over the meeting.
NO. 26. -
The Chairperson must inform each Director in writing of the Meeting
contents, date, time and location thirty days before the Meeting is
held.
NO. 27 -
If any Director cannot attend the Meeting of the Board of Directors, he
or she may appoint his or her deputy, in writing, to attend the meeting
in their place. If he or she does not attend the meeting and does not
appoint any substitute, he or she will forfeit the right to vote.
NO. 28 -
The legal number of Directors who attend the Meeting of the Board of
Directors must be two-thirds of the total number of Directors. Any
decision will be null and void if the legal number of Directors is not
met.
NO. 29 -
Every meeting of the Board of Directors must have a detailed written
record. The record must be signed by all directors who attend the
meeting. If any director cannot attend the meeting, the deputy he/she
appoints will sign the record. The record will be written in Chinese
(characters) and will be filed in the Joint-Venture.
NO. 30 -
The following items must be passed by the Board of Directors:
1. Amendment of the Joint-Venture Regulations.
2. Termination and break-up of the Joint-Venture.
3. Enlargement and Makeover of the Joint Venture's registered
Capitals.
4. Combination of the Joint Venture and other economic
organizations.
NO. 31-
When the directors from both parties attend the Meeting of the Board of
Directors, all important matters listed in No. 19 of the regulations
will come into force only when they are passed by over two-thirds of
the Board of Directors.
CHAPTER 5 BUSINESS MANAGEMENT ORGANIZATION
NO. 32 -
The Joint Venture will set up a Business Management Organization. Under
the supervision of this Organization will be Production Technology,
Financial & Human Resources, Sales and Marketing, plus other sections.
NO. 33 -
The Board of Directors will employ one (1) General Manager and (3)
Deputy Managers in the Joint Venture. The General Manager and Deputy
Managers will be recommended by both the first and second parties.
NO. 34 -
The General Manager will report to the Board of Directors directly and
execute every decision of the Board; lead and organize production,
technology and business management in the Joint Venture. The Deputy
Managers will be responsible to the General Manager.
NO. 35 -
The General Manager's term of employment will be two years. If, after
one term, the Board of Directors agree, the General Manager may be
re-employed for another term.
NO 36 -
The Chairperson, Vice-Chairperson or any of the other Directors may be
employed as the General Manager or other Senior Staff members in the
Joint Venture with the approval of the Board of Directors.
NO. 37 -
The General Manager cannot be employed as a General Manager or Deputy
Manager in any other economic organizations, and cannot participate in
any business competitions for any other economic organizations other
than the Joint Venture. There will be no exceptions to this rule
without the approval of the Board of Directors.
NO. 38 -
If the General Manager or other members of the Senior Staff desire to
resign, he/she must submit a written report to the Board of Directors
in advance. If any of the aforementioned persons exploit his/her office
or carry out fraudulent practices, he/she will be dismissed at any time
after the Board of Directors have agreed to do so. If he/she breaks any
criminal laws, he/she will be remanded.
CHAPTER 6 FINANCIAL AFFAIRS AND ACCOUNTING
NO. 39 -
The Joint Venture's financial affairs and accounting will be executed
based on "The Stipulations of Sino-Foreign Joint Venture's Financial
Affairs and Accounting Systems" stipulated by the Financial Department
of the People's Republic of China.
NO. 40 -
The Joint Venture's fiscal year is based on the International Calendar.
One Fiscal Year starts from January 1 and ends December 31.
NO. 41 -
The Joint Venture's vouchers, account books, and report forms will be
written in Chinese characters.
NO. 42 -
The Joint Venture will use RMB as the currency for the account books.
The RMB exchanges with other currencies based on the exchange rates
promulgated by the State Foreign Exchange Administration of the
People's Republic of China on that date.
NO. 43 -
The Joint Venture may open RMB and foreign exchange accounts in other
banks other than that but only if agreed to by the Shenyang Branch of
the Bank of China or the Bank of China.
NO. 44 -
The Joint Venture will use common internationally used systems to keep
accounts.
NO. 45 -
The Joint Venture's financial affairs and accounting books must record
contents as follows:
1. Amount of all cash income and payment in the Joint Venture.
2. Status of all material purchases and sales in the Joint Venture.
3. Status of registered capitals and debts in the Joint Venture.
4. Status of registered capitals' payment time, increment and
makeover in the Joint Venture.
NO. 46 -
In the first two months of the first fiscal year, the Finance Section
of the Joint Venture must make a table of assets and debt, and a loss
and benefit calculation book. After the books are checked and signed by
an auditor, they will be submitted to the Board of Directors. In
addition, a loss and benefit calculation book for each season will be
published every three months.
No. 47 -
Either party of the Joint Venture has the authority to hire their own
auditors to check the Joint Venture's account books.
No. 48 -
The Board of Directors decides the rate of depreciation of the Joint
Venture's regular assets based on the stipulations of the "Sino-Foreign
Joint Venture's Income Tax Law of the People's Republic of China".
NO. 49 -
All of the foreign exchange affairs will be transacted based on
"Temporary Regulations of Foreign Exchange Management of the People's
Republic of China" and the Joint Venture's Contract.
CHAPTER 7: PROFITS DISTRIBUTION
NO. 50 -
Based on legal stipulations, the Joint Venture will draw up a reserve
fund, a business development fund, and a worker's reward and welfare
fund from its profits minus income tax. The proportion of these funds
will be decided by the Board of Directors.
NO. 51 -
The profits minus both the income tax and these funds will be
distributed according to the proportion of registered capitals invested
by the First Party and Second Party.
NO. 52 -
The net profits will be distributed once per year. The profits
distribution plan and profit amount of each party will be promulgated in
two months after each fiscal year.
NO. 53 -
Before the previous fiscal year's loss is compensated, the Joint Venture
cannot distribute profits. The profits which are not distributed in the
previous fiscal year may be distributed in the next fiscal year. The
Board of Directors will discuss and decide the profit distribution and
adjustment.
CHAPTER 8: THE WORKERS
NO. 54 -
The Joint Venture workers' employment, dismissal, resignation, wage,
welfare, labor insurance, labor protection, and working disciplines
will be executed based on "The Sino-Foreign Joint Venture Labor
Management Stipulations of the People's Republic of China.
NO. 55 -
The employees in the Joint Venture may be recommended by Shenyang
Development Zone Labor Department, or may be recruited publicly. But
all of the candidates must first pass the Joint Venture's examinations.
NO. 56 -
The Joint Venture is authorized to punish those workers who violate the
Joint Venture's rules, regulations and working disciplines with a
warning, recording a demerit, or reducing wages. The Joint Venture may
dismiss those workers with very bad cases, and report and file these
workers to the local labor department
NO. 57 -
The workers' wages will be decided by the Board of Directors based on
the reference of some Chinese stipulations concerning workers, wages
and the Joint Venture's detail situations. These decisions will be
detailed in the Labor Contract. With the development of productions and
an improvement of the worker's abilities, the Joint Venture will raise
the worker's wages accordingly.
NO. 58 -
The Joint Venture will specify the worker's welfare, bonuses, labor
protection and labor insurance in each rule and regulation, and
guarantee workers to engage in production under the regular conditions.
CHAPTER 9: WORKER'S UNION
NO. 59 -
The Joint Venture's workers are authorized to establish a Worker's
Union Organization, and have Union activities based on the stipulation
of "The Law of Worker's Unions of the People's Republic of China".
NO. 60 -
The Joint Venture Worker's Union will be the representative of the
workers benefits. Its main purposes are to: uphold Worker's Benefits,
negotiate with the Joint Venture on items with which they are
concerned, to unite and educate the workers to improve production, and
enforce disciplines and the Labor Contract.
NO. 61 -
The Joint Venture Worker Union may guide, help, or represent the
workers in signing individual Worker's Contracts with the Joint
Venture, and supervise the enforcement of the contract.
NO. 62 -
The head representative of the Joint Venture Worker's Union is
authorized to attend some of the meeting of the Board of Directors in
which some problems may be discussed concerning worker's wages, rewards
and disciplining, labor insurance, working disciplines, etc., and
reflect worker suggestions and demands.
NO. 63 -
The Joint Venture Worker's Union will participate in reconciling
controversy between the workers and the Joint Venture.
NO. 64 -
The Joint Venture will deduct 2% of the Joint Venture's workers' wages
to be designated for the Worker's Union Fund. The Joint Venture
Worker's Union will use the Fund based on "Union Fund Management"
stipulated by the State General Worker's Union of the People's Republic
of China.
CHAPTER 10: DEADLINE, TERMINATION, & LIQUIDATION
NO. 65 -
The Joint Venture's deadline thirty (30) years from the date of issue
of the Business Certificate.
NO. 66 -
If both the First Party and the Second Party consent to extend the
Joint Venture deadline, the Board of Directors must submit a completed,
written application of extension to the Committee of Shenyang
Development Zone Administration six months before the deadline. After
approval, a change register procedure must be transacted in the
Department of Industry and Commerce.
NO. 67 -
If both the First Party and the Second Party decide that termination is
the most beneficial to both parties, the Joint Venture may be
terminated ahead of time. The Joint Venture's termination ahead of
schedule needs to be decided by the Board of Directors and approved by
the Shenyang Foreign Trade Committee.
NO. 68 -
If any one of the following cases happens, either the first or the
second party is authorized to terminate the Joint Venture legally:
1. Due to an unprotected accident, the contract cannot be
resumed by either party.
2. The Joint Venture assumes losses from year to year and has
no abilities to manage its business.
3. If either party does not discharge its responsibility of
the contract and regulations, thus making the Joint Venture
unmanageable and hence unable to reach its business goal.
This will be regarded as a one-sided termination.
4. The Joint Venture is expired.
NO. 69 -
When the Joint Venture is expired or terminated ahead of time, the
Board of Directors must set forth liquidation procedures in both
principle and personal liquidation committees, to constitute a
Liquidation Committee, and thus liquidate the Joint Venture's property.
NO. 70 -
The Liquidation Committee's tasks are to liquidate the Joint Venture's
properties creditor's rights and debts; draw up the forms for assets,
debts, and trusts of the property; make liquidation plans which will be
submitted to the Board of Directors for execution after they are
passed.
NO. 71 -
During the liquidation period, the Liquidation Committee will represent
the Joint Venture to sue or defend legally.
NO. 72 -
The cost of the liquidation and the Liquidation Committee member's
salaries will be paid from the Joint Venture's existing property.
No. 73 -
The Liquidation Committee will re-evaluate the Joint Venture's assets
with references to the prices at that time.
NO. 74 -
After payment of the Joint Venture's debts are completed, the
Liquidation Committee will distribute the remaining property to the
First and Second Parties based on the proportion of the registered
capital investment.
NO. 75 -
After the liquidation is completed, the Joint Venture must submit a
report to Shenyang Development Zone Management Committee, and
xxxxxxxxxxxx the cancellation of the registration to some sections of
Industry and Commerce Administration, return the Business
Certificate, and issue a notice to the public.
NO. 76 -
After the Joint Venture is terminated, each party will keep one copy
of each of the various accounting books.
CHAPTER 11: RULES AND REGULATIONS
NO. 77 -
The Joint Venture's Rules and Regulations as stipulated by the
Board of Directors consists of:
1. Business Management, including each sections' authorities
and weekly regulations.
2. Worker's Rules.
3. Wages.
4. Worker's Attendance Record, Promotion Record, and Reward
and Disciplinary Record.
5. Worker's Welfare.
6. Financial Affairs.
7. Liquidation Procedure for when the Joint Venture will
terminate.
8. Others.
CHAPTER 12: ADDENDUM
NO. 78 -
Amendment of these regulations must be and discussed and passed by the
Board of Directors, and approved by the original approval
organizations.
NO. 79 -
The language of these regulations are written in Chinese characters.
NO. 80 -
These regulations will be valid after approval by the Shenyang
Development Zone Management Committee.
THE FIRST PARTY: THE SECOND PARTY:
CHINA NORTHEAST GENERAL NORTHEAST (USA) CORP.
PHARMACEUTICAL FACTORY
Representative: Representative:
Hong Xxx Xxx Yi Xxx Xxx
May 19, 1994 May 20, 1994
ANNEX 1
1. In Shenyang United Vitatech Pharmaceutical Ltd.'s contract and regulations:
RMB cash 2,570,000 yuan invested by Xxxx Xx Company is included in cash
US$2,100,000.00 invested by the second party. It will be issued with
individual stock as a value of US$450,000.00 or invested with capital stock
as a value of US$300,000.00
2. The President of China Northeast General Pharmaceutical Factory, Comrade
Xxxx Xxx Xxx will be engaged as Chairman in honor of Shenyang United
Vitatech Pharmaceutical Ltd.
THE FIRST PARTY: THE SECOND PARTY:
CHINA NORTHEAST GENERAL NORTHEAST (USA) CORP.
PHARMACEUTICAL FACTORY
Representative: Representative:
Hong Xxx Xxx Yo Xxx Xxx
May 19, 1994 May 20, 1994
ANNEX II
In Shenyang United Vitatech Pharmaceutical Ltd.'s contract and
regulations, the price of special technology is considered as $350,000 in the
Second Party investment. After it is evaluated by the legal department, if the
amount is not enough, it will be compensated with cash, if exceeded, the excess
amount will be considered as a Second Party increased proportion in investment.
THE FIRST PARTY: THE SECOND PARTY:
CHINA NORTHEAST GENERAL NORTHEAST (USA) CORP.
PHARMACEUTICAL FACTORY
Representative Representative
Hong Xxx Xxx Yi Xxx Xxx
May 19 ,1994 May 20, 1994
Exhibit 10.5
AGREEMENT
AGREEMENT made and entered into this 26 day of December, 1993, between
XXXXXXX CONSULTANTS LTD., a coporation with its principall office located at Xx.
0 0xx xxxxx, Xxxxx 00, Xxxx 000, Xxxxx Xxxx Xxxxx Xxxx, Xxxxxxx 0, Xxxxxx,
Xxxxxx, R.O.C. (hereinafter referred to as PARTY OF THE FIRST PART/TRANSFEROR),
and NORTHEAST (USA) CORP., a duly organized and existing incorporation under the
law of the State of New York, with its principal place of business at 000
Xxxxxxxx Xxxx. Suite 168, Great Neck, New York 11023 (hereinafter referred to as
PARTY OF THE SECOND PART/TRANSFEREE)
WITNESSETH
WHEREAS, PARTY OF THE FIRST PART has been conducting pharmaceutical
research and development under the name and style of Xxxxxxx Consultant Ltd. in
British Virgin Island, and is the owner of the technology hereinafter described;
and
WHEREAS, PARTY OF THE SECOND PART is a duly organized corporation with
an aggregated number of shares amounting to 200 shares of one class only of no
par value; and
WHEREAS, PARTY OF THE FIRST PART is desirous in transferring, and
conveying some of its own technology, hereinafter described to PARTY OF SECOND
PART in exchange for 80 shares stock of PARTY OF THE SECOND PART; and
WHEREAS, the directors of PARTY OF THE SECOND PART have found that the
technology hereinafter described is of the fair value of $1,600,000.00, and said
exchange for 80 shares of stock of the corporation is entirely reasonable and is
necessary to enable the corporation to carry out its objects, as set forth in
its certificate of incorporation:
NOW THEREFORE, it is hereby agreed by the parties hereto that:
(1) FOR VALUABLE CONSIDERATION, PARTY OF THE FIRST PART do hereby
transfer, and assign to PARTY OF THE SECOND PART. the following fully described
technology:
Intensive Serum Formulation for day and night use (Softgel
Encapsulation) Vitamin C SWEETLET Chewable Tablet Formulation and
Procedure Multivitamin Chewable (Sugarless) Tablet Formulation and
Procedure Prenatal Vitamin Tablet Formulation and Procedure
Multivitamin with Minerals Tablets Formulation and Procedure C-90, C-95
Formulation and Procedure B-Carotene Drink Formulation and Procedure
(2) PARTY OF THE FIRST PART represent and warrant that they are the
lawful owners of the hereinabove described technology to be, and that at the
time of execution of this Agreement, such technology is owned by them free and
clear of all liens, encumbrances, charge, assessments, an with the unrestricted
right to transfer any and all of the technology of PARTY OF THE SECOND PART as
provided for in this Agreement.
(3) PARTY OF THE SECOND PART hereby further represents and warrants
that it has a total 200 shares authorized capital stock of no par value, of
which 20 shares are issued and outstanding; and that the Corporation has no
other class of stock apart from the shares referred to herein; and that there
have never been and are not now any outstanding warrants or options issued with
respect to the no par value shares of the Corporation.
(4) It is further agreed that the execution delivery and performance of
this Agreement by both parties will not constitute a default under any covenant
or agreement to which either is a party or a violation of any law, rule or
regulation to which either party is subject and that such execution, delivery
and performance shall be a full discharge of each of the parties hereto to the
extent thereof.
(5) Upon execution of this Agreement, each party shall become solely
liable for all future costs and obligations relating to their respective
transfers and assignments.
(6) This Agreement supersedes all agreements, oral or written, made
between the parties hereto relating to this subject matter.
(7) This Agreement shall be binding upon the parties hereto, their
heirs, executors, administrators and assigns and upon succeeding shareholders as
well.
IN WITNESS WHEREOF, we have hereunto set our hands and affixed our
signatures, the day and year first above written.
IN THE PRESENCE OF: FOR PARTY OF THE FIRST PART
(TRANSFEROR)
------------------------ ------------------------------
Witness Xxxx-Xxx Xxx
President
Xxxxxxx Consultant, Ltd.
FOR PARTY OF THE SECOND PART
------------------------ ---------------------------------
Xxxxxxxx Xx
Chairperson
Northeast (USA) Corp.