Summary English Translation Framework Agreement
Exhibit
10.31
Summary
English Translation
Framework
Agreement
Party A:
Xxxx Xxx
Party B:
Jilin Province Yongxin Chain Drugstore Ltd.
This
Agreement is entered into by and between Party A and Party B in connection with
acquisition of Party A’s properties based upon the principle of
equality.
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I.
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Party
A and Party B agree that Party A shall transfer its ownership of the
Changchun Pharmaceutical Distribution Center and its 13 retail stores to
Party B.
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II.
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Party
A shall assist Party B with completion of all relevant procedures and
license applications (including delivery license) in connection with Party
B’s acquisition of the said properties. The acquisition shall be deemed
complete when Party B receives all necessary licenses and
permits.
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III.
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Party
A and Party A’s shareholders guarantee that Party A validly holds the
disposal rights of the said properties and that there is no mortgage,
pledge, security or any third-party claim or potential law suit over the
said properties. Party A further guarantees that the basic information of
the said properties that Party A has provided to Party B is true and
complete. Otherwise, Party A and Party A’s shareholders shall bear all the
relevant liabilities herein.
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IV.
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Creditor’s
Rights and Liabilities
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Before
the transfer of ownership of the said properties, the parties shall clear Party
A’s accounts and inventories. Party A and Party A’s shareholders shall bear all
debts occurred before the acquisition. The parties shall confirm all debts
occurred before the acquisition.
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V.
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Price
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The
transfer price shall be calculated based on the current asset value of Changchun
Pharmaceutical Distribution Center. The total amount of transfer price is RMB
22,920,000.
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VI.
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Date
of Payment
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1.
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The
transfer price shall be paid by Party B in a one-time payment within six
months from the execution date of this
Agreement.
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2.
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Party
B agrees to pay a deposit of RMB 1,000,000 within 15 days from the
execution date of this Agreement.
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3.
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In
the six-month period from the execution date of this Agreement to Party
B’s payment date, Party A shall not sell the said properties to any third
party.
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4.
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Party
A shall issue a valid invoice upon receipt of the payment of the transfer
price.
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VII.
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If
Party B fails to complete the payment of the transfer price within six
months from the execution date of this Agreement, Party B shall not get
the refund of the deposit.
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If Party
B discovers any omission or misrepresentation in the documents, data, or other
materials provided by Party A, Party B has the right to request an explanation
from Party A and unilaterally terminates the Agreement. In this case, Party A
shall return the deposit without any condition. If Party B unilaterally
terminates the Agreement, Party B shall pay double the amount of the deposit to
Party A.
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VIII.
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Party
A and Party A’s shareholders shall ensure that their current employees
will not terminate employment with Party A before the transfer of
ownership is complete.
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IX.
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Party
A and Party A’s shareholders guarantee that Party A has the complete and
duly authorized use rights of the said properties and that after the
transfer of ownership is complete, Party B will also have the right to use
and secure long-term lease of the said
properties.
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X.
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Any
unsettled matters shall be executed into a supplemental agreement by both
parties through further consultation. The supplement agreement shall have
the same effect of this Agreement.
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XI.
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Force
Majeure
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If this
Agreement is rendered unable to be performed by any event of force majeure, it
shall be voided automatically.
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XII.
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Dispute
Resolution: any dispute arising from the performance of this Agreement may
be resolved through litigation in court at the location of any
party.
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XIII.
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After
the execution this Agreement, Party A and Party A’s shareholders shall
coordinate with Party B’s due diligence investigation of Party A’s assets,
operation and financial status.
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XIV.
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This
Agreement is executed into four duplicates. Each party shall hold two
duplicates.
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Party A:
Xxxx Xxx (Signature)
Party B:
Jilin Province Yongxin Chain Drugstore Ltd. (Seal)
Date:
June 18, 2010