Shares Repurchase Agreement
Exhibit 10.8
Party A：Guangxi Liuzhou Baicaotang Medicine Ltd.
Legal Representative：Tang Huitian
Party B：Liuzhou Baicaotang Property Management Co., Ltd
Legal Representative：Xxx Xxxxxx
Whereas,
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(1)
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Party A and Party B entered into the Shares Transfer Agreement on April 1, 2008 in respect that Party A transferred 51% equity it held in Guangxi Liuzhou Baicaotang Medicine Retail Ltd. (“BCT Retail Share” and “BCT Retail”) to Party B;
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(2)
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Party A and Party B both agree that Party A should have the right of preemption to repurchase the BCT Retail Equity.
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Party A and Party B hereby enter into the following Shares Repurchase Agreement (“Agreement”):
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1.
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Within ten (10) years after the Share Transfer Agreement was executed by the parties (“Repurchase Period”), Party A should have the preemption right to repurchase the BCT Retail Share from Party B under any circumstances (“Right of Preemption”).
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2.
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During the Repurchase Period, Party B shall not transfer BCT Retail Share to any third party without Party A’s written declaration of giving up the Right of Preemption as provided herein.
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3.
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Party A may repurchase BCT Retail Share from Party B at the timing negotiated by Party A and Party B, or under the conditions that the law permit a commercial wholly foreign-owned enterprise to own more than 30 chains.
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4.
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Party B shall, upon Party A’s request, assist Party A to handle all matters in respect of repurchase and complete the change of registration with competent Authority of Industry and Commercial within the terms as required by Party A.
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5.
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The consideration of the BCT Retail Share repurchased by Party A shall be no more than 51% of the BCT Retail’s registered capital at the time of repurchase happens.
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1
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6.
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In case Party B fails to handle the matters as provided herein, it shall take the responsibility of breach. Party B shall continue to handle all matters concerning repurchase as required by Party A within the term and pay the remedy to Party A at 10% of total amount of the consideration.
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7.
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Any dispute arising out of the performance of this Agreement shall be mutually negotiated between the parties. When failing to get a consistent settlement, any party may submit such dispute to the People’s Court of Liunan District, Liu Zhou City for determination.
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8.
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The terms and conditions set forth in herein should not be modified unless written agreed by the parties.
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9.
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This agreement is made in four counterparts with each party holding two copies. This Agreement shall become binding in the date signed by the Parties.
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Party A: Guangxi Liuzhou Baicaotang Medicine Ltd.
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Legal Representative：/s/ Tang Huitian
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Date: July 31, 2008
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Party B: Liuzhou Baicaotang Property Management Co., Ltd
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Legal Representative：/s/ Xxx Xxxxxx
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Date: July 31, 2008
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