Exhibit 10.1
EQUITY AND CLAIM TRANSFER AGREEMENT
Party A: Jilin ▇▇▇▇ ▇▇▇ Science and Technology Limited Company
Legal Representative: Ms. Lianqin Qu
Party B: Jilin Henghe Weikang Pharmaceuticals Limited
Legal Representative: ▇▇. ▇▇▇▇▇▇ ▇▇▇
Party A and Party B has made the following agreement on the transfer of
Jilin Huangzhihua Pharmaceuticals Limited (formerly Jilin Yicaotang
Pharmaceutical Co., Ltd., herein referred to as "HZH") shares and other related
matters:
1. Contract Object
Party A agrees to transfer to Party B,
the rights and obligations Party A entitles in the EQUITY AND CLAIM
TRANSFER AGREEMENT signed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ on May 11, 2007;
the rights and obligations Party A entitles in the STOCK PLEDGE AGREEMENT
signed on May 11, 2007.
2. Party B's rights and obligations
After Party A has transferred the rights and obligations described in
section 1 to Party B, Party B will be entitled to exercise these rights and
assume the obligations.
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3. Consideration and Payment
1) Consideration
Party B agrees to pay RMB8,400,000 to Party A in exchanges of the rights
and obligations described in section 1.
2) Method of Payment and the Transfer of the Contract Object
Party B agrees to remit part of the total payment for the Contract Object
on August 15, 2008. Party B agrees to remit not less than RMB5,000,000 to Party
A by December 30, 2008. The Contract Object shall be transferred to Party B once
Party B has remitted the payment of RMB5,000,000. After Party B has made the
payment of RMB5,000,000, Party B will be entitled to the shareholder's rights of
HZH. Party B will be obligate to the compensation for ▇▇. ▇▇▇▇▇▇ ▇▇▇▇. Party A
will be obligate to assist the transfer of the Contract Object.
After Party A has transferred the Contact Object to Party B, Party B agrees
to remit RMB3,400,000 to Party A by April 30, 2009. When Party A received the
remittance, Party A will transfer its 95% shares of HZH to Party B. Party A
shall assist Party B on the registration of the transfer until it is done.
If Party A does not execute the transfer after it receives the full
payment, Party A shall conpensate Party B with twice the payment. If Party B
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failed to make payment on the set date, Party B shall be charged interest of
0.2% per day on the remaining balance.
4. Party A's rights and obligations
After signing this agreement and receiving RMB1,000,000 of the transfer
payment from Party B, Party A promises to not transfer the shares of HZH to any
third party. When Party B's payment to Party A reached RMB5,000,000, Party B
shall be entitled to the rights and obligations described in section 1, Party A
will notice ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ its decision to withdraw its shares of HZH, appoint
▇▇. ▇▇▇▇▇▇ ▇▇▇ as the general manager of HZH, audit HZH's account and arrange to
compensate ▇▇. ▇▇▇▇▇▇ ▇▇▇▇ for his investment on HZH. During HZH's operation
lead by ▇▇. ▇▇▇▇▇▇ ▇▇▇, HZH will be responsible for its own liabilities. After
Party B made the full payment, Party A agrees to transfer the shares of HZH to
Party B. Party B shall be responsible for the transfer fees.
5. After the transfer of the shares of HZH to Party B, HZH shall assume all
its liabilities before the transfer.
6. Party A and Party B may arrange and sign supplement agreements,
supplement agreements shall be part of this agreement.
7. This agreement has four copies, Party A and Party B each holds two
copies.
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8. This agreement is effective when Party A and Party B both signed and
stamped. This agreement is signed and stamped on August 16, 2008 in Changchun,
Jilin.
Party A: Jilin ▇▇▇▇ ▇▇▇ Science and Technology Limited Company
/s/ Lianqin Qu
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Legal Representative: Ms. Lianqin Qu
Party B: Jilin Henghe Weikang Pharmaceuticals Limited
/s/ Ligeng Shi
------------------------------------
Legal Representative: ▇▇. ▇▇▇▇▇▇ ▇▇▇
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