0001144204-10-016583 Sample Contracts

Sino-Foreign Joint Venture Operation Agreement Summary English Translation
Joint Venture Operation Agreement • March 30th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

This Sino-Foreign Joint Venture Operation Agreement (the “Agreement”) is entered into by Digital Learning Management Corp. and shareholders of Changchun Yongxin Dirui Medical Co., Ltd., namely Yongxin Liu and Yongkui Liu, pursuant to the Sino-Foreign Joint Venture Law of the People’s Republic of China and other relevant laws and regulations. This agreement supersedes in its entirety, the original agreement signed on May 13, 2007, between the same parties.

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 30th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries • California

This STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of March 1, 2010 (the “Effective Date”), by and between China Yongxin Pharmaceuticals Inc. (“Seller”) and PmMaster Beijing Software Co., Ltd (“Purchaser”).

Equity Transfer Agreement Summary English Translation
Equity Transfer Agreement • March 30th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries

Jilin Dingjian Natural & Health Products Co., Ltd. (the “Company”) was incorporated in the city of Changchun, Jilin Province, on May 15, 2007. The Company was jointly invested by Party A and Jianwei Chen, an individual, with a total registered capital of RMB One Million, among which Party A contributed RMB 900,000 and thereby owns 90% of all shares of the Company. As of November 30, 2009, the Company has an accumulated loss of RMB 1,320,000 and a net asset of RMB 320,000. Party A agrees to transfer to Party B and Party B agrees to accept all shares of Jilin Dingjian Natural & Health Products Co., Ltd. owned by Party A. The board of directors of both parties have given consent to the share transfer and Party A agrees to waive its right of first refusal as resolved by its board meeting and shareholder meeting. Pursuant to the Corporate Law of the People’s Republic of China and the Contract Law of the People’s Republic of China, the parties hereby enter into the following agreement:

Share Purchase Agreement Summary English Translation
Share Purchase Agreement • March 30th, 2010 • China Yongxin Pharmaceuticals Inc. • Wholesale-drugs, proprietaries & druggists' sundries
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