LETTER OF INTENT
FOR ACQUISITION OF SHAANXI WANAN PHARMACEUTICAL CO., LTD.
By China Health Holding, Inc. (CHHH: OTCBB NASD)
February 19, 2006
This letter of intent confirms our agreement on the intent of China Health
Holding, Inc. (CHHH: OTCBB NASD) proposed acquisition of 51% or more Shaanxi
Wanan Pharmaceutical Co. Ltd. Each party understands and agrees that preparation
and execution of formal, comprehensive definitive acquisition agreements is
required, containing the legal and financial terms as both parties might agree
following good faith negotiation. This letter of intent may be executed in three
counterparts, each of which shall be deemed an original for all purposes.
1. "Party A": Shaanxi Wanan Pharmaceutical Co. Ltd., having an office at 12B
CITIC Building, 00 Xxxxxxx Xxxx X., Xxxx, Xxxxxxx, X.X. China (referred to as
"Party A", hereafter),
2. "Party B": CHINA HEALTH HOLDING INC. (USA NASD OTCBB: CHHH), having an office
at: Park Xxxxx, Xxxxx 000-000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 2X8
(referred to as "Party B", hereafter).
In the spirit of mutual benefits and long term growth and expansion globally of
both parties, through friendly and sincere discussion and negotiation, Party A
and Party B has mutually agreed to reach the following "LETTER OF INTENT" for
acquisition and merger of Shaanxi Wanan Pharmaceutical Co. Ltd., by China Health
Holding Inc.
A. Both Parties have strong intent and mutual support for co-operation and
accomplishment of acquisition and merge of Shaanxi Wanan Pharmaceutical Co. Ltd.
by China Health Holding Inc.(CHHH: OTCBB NASD).
B. Party A legally agrees to offer Party B (or it's Norminee) with full legal
"FIRST REFUSAL RIGHTS" and legal "exclusive rights" for further acquisition and
merge of 51% or more Shaanxi Wanan Pharmaceutical Co. Ltd. in next 12 months by
China Health Holding, Inc.
C. Party A agrees to provide Party B within approximately 60 days after signing
this "Letter of Intent" with all necessary supporting documents for the purpose
of legal due diligence and audited financial statements (2003/2004/2005) for
further completion of 51% OR MORE ACQUSITIONS AND MERGERS of 51% more Shaanxi
Wanan Pharmaceutical Co. Ltd. by China Health Holding, Inc. on the basis for
mutually fully legally compliances with P.R. China Laws and Regulations and USA
SEC rules and NASD rules.
D. Both Parties agree that valuation of Party A will be based on Party A's
audited average net profits/income of the three fiscal years prior to the year
of signing of this "Letter of Intent", and other financial evaluations
determined in accordance with generally accepted accounting principles of the
United States ("GAAP") and PR China Accounting Rules legally.
E. Party B agrees the general principle that based on audited financial
statements and financial and legal evaluations of Party A, the payments for the
51% or more acquisition of Party A will paid by Party B to Party A's
shareholders with the combination of cash and Party B's common shares. However,
the detailed acquisitions legal transactions processing, schedules and payments
details will be legally defined by Party A and Party B in further "Definitive
Acquisition Agreement", along with Party A's Three (3) Year Audited Financial
Statements and Legal Due Diligent Documents and Financial, Legal Evaluations.
F. Party A and Party B agree that they shall start as soon as possible the due
diligence process and on the basis of its results further negotiation for the
definition of detailed terms of the definitive acquisition agreement for
Acquisition of 51% or more Shaanxi Wanan Pharmaceutical Xx.Xxx. by China Health
Holding Inc. Both parties agree to make available and grant access to any
corporate or financial information as is reasonably necessary to conduct a due
diligence review. Both parties shall take reasonable good faith efforts promptly
to provide the other party or its counsel such documents as may reasonably be
requested in writing. All rights and obligations of the parties will be subject
to negotiation and execution of a definitive acquisition agreement among the
parties and completion of the due diligence and other matters set forth above
and further.
The effective date of this Letter Of Intent will be on February 28th, 2006 as
both parties are legally agreed and signed on February 19, 2006 as below:
"Party A" (The "Target"):
Agreed and Signed and Sealed by:
/s/ X.X Xx
------------
Mr. Xx, T. F. The President and CEO, an authorized signatory
Shaanxi Wanan Pharmaceutical Co. Ltd.
12B CITIC Building, 00 Xxxxxxx Xxxx X., Xxxx, Xxxxxxx, X.X. China
Date: February 19th 2006
And
"Party B" (The "Acquirer)
Agreed and Signed by
/s/ X.X. Xx
------------
Xx. Xx, X.X. Vice President, an authorized signatory
Date: February 19th 2006
/s/ Xxxxxxxx Xx
----------------
Xxxxxxxx Xx, an authorized Signatory
The President/CEO
CHINA HEALTH HOLDING INC.(USA NASD OTCBB: CHHH)
Park Place Suite 000 - 000 Xxxxxxx Xxxxxx, Xxxxxxxxx, XX Xxxxxx X0X 0X0
xxxx@xxxxxxxxxxxxxxxxxx.xxx
Date: February 19, 2006
