EXHIBIT 10.1
LETTER OF INTENT
For Acquisition of 51% or More of
Henan Tiankang Pharmaceuticals Ltd.
By China Health Holding, Inc. (CHHH: OTCBB NASD)
April 16, 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 of Henan
Tiankang Pharmaceuticals 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": Henan Tiankang Pharmaceuticals Ltd., having an office at 000
Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx, 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 Henan Tiankang Pharmaceuticals 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 Henan Tiankang Pharmaceuticals 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 of Henan Tiankang Pharmaceuticals Ltd. in
next 9 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 (since
recommence of manufacturing operation) for further completion of 51% or more
acquisition and mergers of Henan Tiankang Pharmaceuticals 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 the detailed Party A's valuation, 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 Audited Financial Statements and Legal Due Diligent
Documents and Financial, Legal Evaluations.
E. 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 Henan Tiankang Pharmaceuticals Ltd. 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 April 16, 2006 as both
parties are legally agreed and signed on April 16, 2006 as below:
"Party A" (The "Target"):
Xxxxxx, Signed and Sealed by:
/s/ Xx. Xx, Tao
---------------
Xx. Xx, Xxx,
Chairman of the Board, an authorized signatory
Henan Tiankang Pharmaceuticals Ltd.
000 Xxxxxx Xxxx, Xxxxxxx, Xxxxx Xxxxxxxx, P.R. China
Date: April 16,2006
And
"Party B" (The "Acquirer)
Agreed and Signed by
/s/ X.X Xx
-----------
Li, D.H.,
Vice President, an authorized signatory
Date: April 16, 2006
Agreed, Signed and Sealed by:
/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
xxx.xxxxxxxxxxxxxxxxxx.xxx
xxxx@xxxxxxxxxxxxxxxxxx.xxx
Date: April 16/18, 2006
