EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2010 • Top Flight Gamebirds, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
EMPLOYMENT AGREEMENT (this “Agreement”), effective as of August 6, 2010, by and between Top Flight GameBirds, Inc., a Delaware corporation having its principal office at Room 2503-2505, New World Centre, No.6009, Yintian Road, Futian District, Shenzhen, Guangdong Province, People’s Republic of China (the “Company”), and Yunlu Yin (the "Executive").
Merger & Acquisition AgreementMerger & Acquisition Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party B, the limited liability company with going-concern basis, is incorporated under the Company Law of the People's Republic of China and relevant laws and regulations. The natural persons of Party A are the shareholders of Party B, thus they held 100％equity of Party B.
Land Lease Agreement of Xuelingxian Crude Medicinal Herbs Standard Planting BaseLand Lease Agreement • May 16th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This agreement has been concluded by and between Party A and Party B to guarantee the mutual benefits of the two parties, as well as develop standard and scaling crude drug production base.
Trust AgreementTrust Agreement • June 10th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been made by and between Party A and Party B through friendly negotiation with regards to Party A’s entrustment of Party B to act as the trustee of Party A’s shareholder:
Trust AgreementTrust Agreement • June 10th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been made by and between Party A and Party B through friendly negotiation with regards to Party A’s entrustment of Party B to act as the trustee of Party A’s shareholder:
Loan Contract of Fixed Assets Agricultural Development Bank of ChinaLoan Contract of Fixed Assets • November 21st, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The Borrower applies for loan from the Lender, and the Lender agrees to offer the loan to the Borrower. The two parties reached the Contract through fair negotiation in accordance with the state laws, regulations and provisions.
Legal Person’s Loan Contract of Qilu Bank (First version of 2010) Contract No. 2010 L.S.D.L. No. 005-1Loan Contract • May 16th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A applies for the loan from Party B, and Party B agrees to issue the loan. In accordance with provisions of Contract Law of the Peoples Republic of China, Real Right Law of the People's Republic of China and Guarantee Law of The People's Republic of China, Party A and Party B have made the following agreement through amicable negotiation, to make clear the respective rights and obligations.
SHARE PURCHASE AGREEMENT In relation to 50,000 ordinary shares in PACIFIC ASIA PHARM INVESTMENT GROUP CO., LIMITED (a company limited by shares incorporated in the British Virgin Islands)Share Purchase Agreement • August 4th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
SHARE PLEDGE AGREEMENTShare Pledge Agreement • August 4th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS SHARE PLEDGE AGREEMENT (“Share Pledge”), dated August 1, 2011, is by the pledgors, whose respective details are set forth in Schedule A attached hereto (each a “Pledgor”, collectively, the “Pledgors”) in favor of Global Pharm Holdings Group, Inc., a company duly incorporated and existing under the laws of Delaware, the United States of America with registered address at Room 2503-2505, New World Center, No. 6009 Yitian Road, Futian District, Shenzhen (the “Pledgee”).
Trust AgreementTrust Agreement • June 10th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This Agreement has been made by and between Party A and Party B through friendly negotiation with regards to Party A’s entrustment of Party B to act as the trustee of Party A’s shareholder:
ContractHouse Lease Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Drug Purchase and Sales ContractDrug Purchase and Sales Contract • August 13th, 2010 • Top Flight Gamebirds, Inc. • Fishing, hunting and trapping
This contract is made by and between Party A and Party B with regards to the product Liminpai of Party A through friendly negotiation based on the principle of mutual benefits and common development as well as the common understanding of pharmaceutical market:
Purchasing Contract of Anhui Xuelingxian Pharmaceutical Co., Ltd.Purchasing Contract • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This agreement is made by and between Party A and Party B with regards to the agency sales of Party B for Party A’s products on the principle of common development and mutual benefits:
Lease Agreement of Xuelingxian Crude Medicinal Herbs Standard Planting BaseLease Agreement • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The two parties have made the agreement for establishing Xuelingxian Crude Medicinal Herbs Standard Planting Base in Meng Wang Village of Dayang Town of Qiaocheng District in Bozhou; and Party A only signs the Lease Agreement of Xuelingxian Crude Medicinal Herbs Standard Planting Base with Party B, and it will not sign the agreement with all the farmers, the detailed content is as follows:
Warehousing ContractWarehousing Contract • November 21st, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A has partial warehouses located in court of No.58 East Xingyuan Road, Zhangdian District. According to the regulations related to warehouse keeping contract in Chapter 19 and 20 of the Contract Law of the People’s Republic of China, Party A and Party B have entered the Contract through negotiation.
Distribution Agreement of Anhui Xuelingxian Pharmaceutical Co., LtdDistribution Agreement • August 25th, 2010 • Top Flight Gamebirds, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
This agreement is made by and between Party A and Party B with regards to the agency sales of Party B for Party A’s products on the principle of common development and mutual benefits:
Lease Agreement of Xuelingxian Crude Medicinal Herbs Standard Planting BaseLease Agreement • August 13th, 2010 • Top Flight Gamebirds, Inc. • Fishing, hunting and trapping
The two parties have made the agreement for establishing Xuelingxian Crude Medicinal Herbs Standard Planting Base in Meng Wang Village of Dayang Town of Qiaocheng District in Bozhou; and Party A only signs the Lease Agreement of Xuelingxian Crude Medicinal Herbs Standard Planting Base with Party B, and it will not sign the agreement with all the farmers, the detailed content is as follows:
MERGER AND ACQUISITION AGREEMENT – SUPPLEMENTAL AGREEMENTMerger and Acquisition Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A, Party B and Party C have entered into the Merger and Acquisition Agreement dated July 4, 2011 in respect of Party C’s acquisition of Party B in its entirety. Through mutual negotiation, the parties have entered into this supplemental agreement to address and supplement matters unaddressed in the Merger and Acquisition Agreement and hereby agree to comply with the obligations hereunder.
Purchase ContractProducts Purchase and Sales Contract • November 21st, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
In order to fully cooperate to develop the business (all commodities within Party A’s business scope, including drugs, medicinal materials, medicine raw materials, medical equipment, family planning products, health care products, food, cosmetics and daily necessities), according to the stipulations of the relevant laws, regulations and rules like the Contract Law of the People's Republic of China and the Pharmaceutical Administration Law of the People's Republic of China, Party A and Party B have entered the Contract through fully negotiation based on the principles of equity, integrity and creditability, which shall be observed by both parties jointly.
Supplementary Agreement on Sublease of the First Floor and Basement of Civil Air Defense Comprehensive BuildingSublease Agreement • November 21st, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Through negotiation, Party A and Party B have entered the Supplementary Agreement on Party B leasing the first floor and basement of civil air defense comprehensive building.
EQUITY TRANSFER AGREEMENT OF TAIAN SENLIN PHARMACEUTICAL CO., LTD.Equity Transfer Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the regulations of the Company Law of the People’s Republic of China, Party A and Party B hereto have entered into the agreement (the “Agreement”) on equity transfer agreed by all the shareholders based on the principle of equality and rationality.
Drug Purchase & Sales ContractDrug Purchase & Sales Contract • August 13th, 2010 • Top Flight Gamebirds, Inc. • Fishing, hunting and trapping
This contract is made by and between Party A and Party B through friendly negotiation to maintain the normal flow price & order of Party A’s products as well as the legal benefits of the distributors based on the principle of equity and mutual benefits.
EARN-IN AGREEMENTEarn-in Agreement • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
This EARN-IN AGREEMENT (the “Agreement”) is made as of June 29, 2010 (the “Effective Date ”), between and among (i) Meili Tsai, a Hong Kong individual (the “ Seller ”); and (ii) the signatories to this Agreement indicated as “Buyers,”[Yunlu Yin, Zhihao Pan, Zhengang Chi, Yiting Zhang, Yanmin Song, Zhencheng Huang, Yanming Lv, Yanliang Song, Yan Zhang, Xueye Jing, Xianming Zeng, Shunli Wang, Shulan Li, Shouqiang Han, Renyuan Su, Qingwei Meng, Qingdong Zeng, Nan li, Naihua Hu, Li Li, Junyan Su, Hong Zhang, Hong Li, Hanjun Liu, Guojun Zhao, Feng Jin, Fangyuan Song, Dandan Wang, Dan Li, Chaobo Song, Boliang Zhu, An Fu] each an individual citizen of the People’s Republic of China (collectively, the “ Buyers ”) (each of the foregoing, a “ Party ” and together, the “ Parties ”). Capitalized terms not otherwise defined have the meanings assigned to them in Appendix A to this Agreement.
House Lease ContractHouse Lease Contract • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A and Party B reached the agreement to lease five rooms (including two side-rooms) located in the South of the Road, Xuzhai Village, Shibali Town, with the usable area of 200 square meters.
House Lease ContractHouse Lease Contract • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the relevant regulations in the Contract Law of the People’s Republic of China, Party A and Party B have entered the Contract based on the negotiation to clear the rights and obligations of both parties.
Warehouse & Storage Supervision and Management Agreement of Qilu Bank No.: Q.L.Y.L.S.D.L.C.J.Z.No.007Warehouse & Storage Supervision and Management Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
To guarantee the performance of No. 007 Comprehensive Credit Granting Contract of Legal Person of Qilu Bank (L.S.D.L.F.S.Z.) and No. 007 Mortgage Contract of Maximum Amount for Goods Control and Financing Of Qilu Bank (L.S.D.L.K.H.Z.G.Z.Z.) signed by Party A and Party B in 2011 (the two contracts are called “Credit Granting & Pledge Guarantee Agreement”), the pledger agrees to make its own goods stored in the warehouse of Party C as the pledge guarantee of the credit granting provided by Party A. As the agent of Party A, Party C occupies the goods and assumes the supervision obligations according to the agreement of this agreement. The agreement is made by the three parties through equal negotiation in accordance with the Contract Law of The People’s Republic of China, Guarantee Law of The People's Republic of China and relevant laws and regulations.
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
In accordance with the regulations of the Company Law of the People’s Republic of China and the provisions of the Articles of Association of the Company, Party A and Party B hereto have entered into the agreement (the “Agreement”) on equity transfer in the Company’s Meeting Room on May 31, 2011, agreed by all the shareholders based on the principle of equality and rationality.
Trademark Use AgreementTrademark Use Agreement • August 25th, 2010 • Top Flight Gamebirds, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Medicines for human; Chinese patent medicine; raw material medicine; injection solution; tablet; water aqua; cachets for pharmaceutical purposes; pharmaceutical preparation and chemico-pharmaceutical preparations.
Equity Transfer Agreement of Anhui Xuelingxian Pharmaceutical CompanyEquity Transfer Agreement • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Anhui Xuelingxian Pharmaceutical Company (hereinafter referred to as “the Company”) was incorporated on July 23, 2008, which is contributed by Li Shulan with the amount of 2.072 million Yuan, Zhang Hong with the amount of 1.554 million Yuan and Wang Dandan with the amount of 1.554 million Yuan, accounting for 40%, 30% and 30% equity of the total investment respectively.
House Lease ContractHouse Lease Contract • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The two parties agree to conclude the contract with regards to the lease of the workshop to the Lessee according to the Contract Law of the People’s Republic of China and relevant regulations, on the principle of fairness and mutual benefits.
SUBSCRIPTION AGREEMENTSubscription Agreement • September 23rd, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries • Hong Kong
Land Contracting Operation Rights Transfer ContractLand Contracting Operation Rights Transfer Contract • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
To promote the development of TCM industry in Bozhou City, and strengthen the construction of standard quality TCM base, Global Pharm Holdings Group and Shibali Town Government have negotiated to reach this Contract based on the principle of equality and mutual benefits, in accordance with the laws and regulations of rural land contracting:
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • August 12th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
Party A hereto agrees to transfer its 38% equity interest of RMB 7.6 million in Bozhou Xinghe Pharmaceutical Co., Ltd. to Party B through the negotiation of the two parties.
General Distribution AgreementGeneral Distribution Agreement • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
The agreement is made by Party A and Party B with regards to the sales of Party A’ products of Party B in specified region through negotiation:
General Agent Contract for Drugs SalesGeneral Agent Contract • April 13th, 2011 • Global Pharm Holdings Group, Inc. • Wholesale-drugs, proprietaries & druggists' sundries
In order to better exploit the market, through full negotiation, Party A and Party B have entered the Contract according to the regulation in the Contract Law of the People's Republic of China and based on the principle of equality and mutual benefit, which shall be observed by both parties.
