Exhibit 10.1
STOCK PURCHASE AGREEMENT
by and among
Linkwell Corporation
(Parent Company of Linkwell Tech Group, Inc.)
Linkwell Tech Group, Inc.
(Acquiror)
Shanghai Likang Biological High-Tech Company, Ltd.
(Acquiree)
and the sellers
Xxxxxxx Xxxx
and
Shanghai LiKang Pharmaceutical Technology Co., Ltd.
(100% Shareholders of Shanghai Likang Biological High-Tech Company, Ltd.)
April 6, 2007
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into this
6th day of April, 2007, by and among Linkwell Corporation, a Florida corporation
("Linkwell"), Linkwell Tech Group, Inc., a Florida corporation and wholly-owned
subsidiary of Linkwell ("Linkwell Tech"), Shanghai Likang Biological High-Tech
Company, Ltd., a Chinese company ("Likang Biological" or the "Company"), and
Xxxxxxx Xxxx, an individual, and Shanghai Likang Pharmaceutical Technology Co.,
Ltd, a Chinese company ("Likang Pharmaceutical"), who together own 100% equity
interest in Likang Biological (hereinafter Xx. Xxxx and Likang Pharmaceutical,
together, shall be referred to as the "Shareholders").
RECITALS:
A. Xxxxxxx Xxxx and Likang Pharmaceutical own 60% and 40% of the issued and
outstanding shares of the capital stock of Likang Biological, respectively.
B. Linkwell Tech is willing to acquire 100% of the issued and outstanding
capital stock of Likang Biological, making Likang Biological a wholly-owned
subsidiary of Linkwell Tech, and the Shareholders desire to exchange 100%
of their shares of Likang Biological capital stock for 1,000,000 restricted
shares of Linkwell Corporation authorized but unissued shares of Common
Stock as hereinafter provided.
C. Likang Biological is doing business in China and related territories with
an address of Xx. 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx, Xxxxx
000000.
D. It is the intention of the parties hereto that: (i) Linkwell Tech shall
acquire 100% of the issued and outstanding capital stock of Likang
Biological in exchange solely for 1,000,000 shares of Linkwell Corporation
authorized but unissued Common Stock as set forth below (the "Exchange");
and (ii) the Exchange shall qualify as a transaction in securities exempt
from registration or qualification under the Securities Act of 1933, as
amended, (the "Act") and under the applicable securities laws of the state
or jurisdiction where the Shareholders reside.
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties hereto
agree as follows:
SECTION 1. EXCHANGE OF SHARES
1.1 Exchange of Shares. Likang Biological and the Shareholders hereby
agree that the Shareholders shall, on the Closing Date of April 6, 2007,
exchange 100% of their issued and outstanding shares of the capital stock of
Likang Biological (the "Biological Shares") for 1,000,000 newly issued shares of
Linkwell Corp. Common Stock, $.001 par value (the "Linkwell Shares").
1.2 Delivery of Shares. On the Closing Date, the Shareholders will
deliver to Linkwell Tech the certificates representing 100% of the Biological
Shares, duly endorsed (or with executed stock powers) so as to make Linkwell
Tech the 100% owner of Likang Biological and Linkwell Tech shall deliver to the
Shareholders or its nominee the Linkwell Shares.
1.3 Investment Intent. The 1,000,000 newly issued shares of Linkwell
common stock have not been registered under the Securities Act of 1933, as
Amended, and may not be resold unless the Linkwell Shares are registered under
the Act or an exemption from such registration is available. The Shareholders
represent and warrant that they are acquiring the Linkwell Shares for their own
account, for investment, and not with a view to the sale or distribution of such
Shares. Each certificate representing the Linkwell Shares will have a legend
thereon incorporating language as follows:
"The shares represented by this certificate have not been
registered under the Securities Act of 1933, as amended (the
"Act"). The shares have been acquired for investment and may
not be sold or transferred in the absence of an effective
Registration Statement for the shares under the Act unless in
the opinion of counsel satisfactory to Linkwell Corporation,
registration is not required under the Act."
1.4. Conditions Precedent. Completion of the Exchange shall be
conditional upon (a) the Shareholders completing a review of the financial,
trading and legal position of Likang Biological; (b) Likang Biological has
obtained all the necessary consent, authorization and approval from the relevant
regulatory authorities, its board of directors and/or its shareholders;
SECTION 2. REPRESENTATIONS AND WARRANTIES OF LIKANG BIOLOGICAL AND THE
SHAREHOLDERS
Likang Biological and the Shareholders hereby represent and warrant as
follows:
2.1 Organization and Good Standing; Ownership of Shares. Likang
Biological is a corporation duly organized, validly existing and in good
standing under the laws of China, and is entitled to own or lease its properties
and to carry on its business as and in the places where such properties are now
owned, leased or operated and such business is now conducted. Likang Biological
is duly licensed or qualified and in good standing as a Chinese company where
the character of the properties owned by it or the nature of the business
transacted by it make such licenses or qualifications necessary. There are no
outstanding subscriptions, rights, options, warrants or other agreements
obligating either Likang Biological or the Shareholders to issue, sell or
transfer any stock or other securities of Likang Biological. Likang Biological
does not have any subsidiaries.
2.2 Ownership of Capital Stock. The Shareholders are the beneficial
owners of record and beneficially of 100% of the shares of capital stock of
Likang Biological, all of which shares are free and clear of all rights, claims,
liens and encumbrances, and have not been sold, pledged, assigned or otherwise
transferred except pursuant to this Agreement.
2.3 Financial Statements, Books and Records. There has been previously
delivered to Linkwell the unaudited balance sheet of Likang Biological as of
Dec. 31, 2006 (the "Balance Sheet"). The Balance Sheet is true and accurate and
fairly represents the financial position of Likang Biological as at such date,
and has been prepared in accordance with generally accepted accounting
principles consistently applied.
2.4 No Material Adverse Changes. Since the date of the Balance
Sheet on Dec.31, 2006 there has not been:
(i) any material adverse change in the assets, operations,
condition (financial or otherwise) or prospective business of Likang Biological;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of Likang Biological, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of Likang
Biological capital stock;
(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by Likang Biological of any properties or
assets; or
(v) adoption of any pension, profit sharing, retirement, stock
bonus, stock option or similar plan or arrangement.
2.5 Taxes. Likang Biological has prepared and filed all appropriate tax
returns for all periods prior to and through the date hereof for which any such
returns have been required to be filed by it and has paid all taxes shown to be
due by said returns or on any assessments received by it or has made adequate
provision for the payment thereof.
2.6 Compliance with Laws. Likang Biological has complied with all
federal, state, county and local laws, ordinances, regulations, inspections,
orders, judgments, injunctions, awards or decrees applicable to it or its
business which, if not complied with, would materially and adversely affect the
business of Likang Biological.
2.7 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactionscontemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or
By-Laws of Likang Biological;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Likang Biological is a party or by or to which it or any of its assets or
properties may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, Likang Biological, or upon the properties or business of Likang
Biological; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a materially adverse effect on the business or operations of Likang Biological.
2.8 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving Likang Biological.
2.9 Brokers or Finders. No broker's or finder's fee will be payable by
Likang Biological in connection with the transactions contemplated by this
Agreement, nor will any such fee be incurred as a result of any actions by
Likang Biological or the Shareholders.
2.10 Real Estate. Likang Biological neither owns real property nor
is a party to any leasehold agreement.
2.11 Tangible Assets. Likang Biological has full title and interest in
all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles,
structures, owned or leased by Likang Biological, any related capitalized items
or other tangible property material to the business of Likang Biological (the
"Tangible Assets"). Likang Biological holds all rights, title and interest in
all the Tangible Assets owned by it on the Balance Sheet or acquired by it after
the date of the Balance Sheet, free and clear of all liens, pledges, mortgages,
security interests, conditional sales contracts or any other encumbrances. All
of the Tangible Assets are in good operating condition and repair taking into
account the age of the tangible assets and subject to fair wear and tear, and
are usable in the ordinary course of business of Likang Biological and conform
to all applicable laws, ordinances and governmental orders, rules and
regulations relating to their construction and operation.
2.12 Liabilities. Likang Biological does not have any direct or
indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, Likang Biological will not have any
Liabilities, other than Liabilities fully and adequately reflected on the
Balance Sheet, except for Liabilities incurred in the ordinary course of
business.
2.13 Operations of Likang Biological. From the date of the Balance
Sheet on Dec 31, 2006 and through the Closing Date on April 6, 2007 hereof
Likang Biological has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or
assumed any indebtedness or liability (whether or not currently due and
payable);
(v) disposed of any assets of Likang Biological except in the
ordinary course of business; or
(vi) materially increased the annual rate of compensation of
any executive employee of Likang Biological;
(vii) increased, terminated, amended or otherwise modified any
plan for the benefit of employees of Likang Biological;
(viii) issued any equity securities or rights to acquire such
equity securities; or
(ix) except in the ordinary course of business, entered into
or modified any contract, agreement or transaction.
2.14 Capitalization. Likang Biological has registered (Y)2 million in
capital. Neither Likang Biological nor the Shareholder has granted, issued or
agreed to grant, issue or make available any warrants, options, subscription
rights or any other commitments of any character relating to the issued or
unissued shares of capital stock of Likang Biological except the Exchange
pursuant to this Agreement.
2.15 Full Disclosure. No representation or warranty by Likang
Biological or the Shareholders in this Agreement or in any document or schedule
to be delivered by them pursuant hereto, and no written statement, certificate
or instrument furnished or to be furnished to Likang Biological pursuant hereto
or in connection with the negotiation, execution or performance of this
Agreement, contains or will contain any untrue statement of a material fact or
omits or will omit to state any fact necessary to make any statement herein or
therein not materially misleading or necessary to a complete and correct
presentation of all material aspects of the businesses of Likang Biological.
2.16 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 2 shall be true and
complete on the Closing Date on April 6, 2007 with the same force and effect as
though such representations and warranties had been made on and as of the
Closing Date.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF LINKWELL TECH
Linkwell Tech hereby represents and warrants to Likang Biological and
the Shareholders as follows:
3.1 Organization and Good Standing. Linkwell Tech is a corporation, duly
organized, validly existing and in good standing under the laws of the State of
Florida, and is the wholly owned subsidiary of Linkwell Corporation, a Florida
corporation. Linkwell Tech is entitled to own or lease its properties and to
carry on its business as and in the places where such properties are now owned,
leased or operated and such business is now conducted. Linkwell Tech is
qualified to do business as a foreign corporation in each jurisdiction, if any,
in which its property or business requires such qualification.
3.2 The Linkwell Shares. The Linkwell Shares to be issued to the
Shareholders have been or will have been duly authorized by all necessary
corporate and stockholder actions and, when so issued in accordance with the
terms of this Agreement, will be validly issued, fully paid and non-assessable.
3.3 Financial Statements; Books and Records. There has been previously
delivered to Likang Biological, the audited balance sheet of Linkwell as of Dec
31, 2006 (the "Balance Sheets") and the related statements of operations for the
periods then ended (the "Financial Statements"). The Financial Statements are
true and accurate and fairly represent the financial position of Linkwell as at
such dates and the results of its operations for the periods then ended, and
have been prepared in accordance with generally accepted accounting principles
consistently applied.
3.4 No Material Adverse Changes. Since the date of the Linkwell
Balance Sheet on Dec 31, 2006, there has not been:
(i) any material adverse change in the assets,
operations, condition (financial or otherwise) or prospective business of
Linkwell Tech;
(ii) any damage, destruction or loss materially affecting the
assets, prospective business, operations or condition (financial or otherwise)
of Linkwell Tech, whether or not covered by insurance;
(iii) any declaration, setting aside or payment of any
dividend or distribution with respect to any redemption or repurchase of
Linkwell's capital stock;
(iv) any sale of an asset (other than in the ordinary course
of business) or any mortgage or pledge by Linkwell Tech or Linkwell of any
properties or assets; or
(v) adoption of any pension, profit sharing, retirement, stock
bonus, stock option or similar plan or arrangement.
3.5 Taxes. Linkwell Tech and Linkwell has prepared and filed all
appropriate tax returns for all periods prior to and through the date hereof for
which any such returns have been required to be filed by it and has paid all
taxes shown to be due by said returns or on any assessments received by it or
has made adequate provision for the payment thereof.
2.6 Compliance with Laws. Linkwell Tech has complied with all federal,
state, county and local laws, ordinances, regulations, inspections, orders,
judgments, injunctions, awards or decrees applicable to it or its business
which, if not complied with, would materially and adversely affect the business
of Linkwell Tech.
3.7 No Breach. The execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate any provision of the Articles of Incorporation or
By-Laws of Linkwell;
(ii) violate, conflict with or result in the breach of any of
the terms of, result in a material modification of, otherwise give any other
contracting party the right to terminate, or constitute (or with notice or lapse
of time or both constitute) a default under, any contract or other agreement to
which Linkwell Tech is a party or by or to which it or any of its assets or
properties may be bound or subject;
(iii) violate any order, judgment, injunction, award or decree
of any court, arbitrator or governmental or regulatory body against, or binding
upon, Linkwell Tech or upon the properties or business of Linkwell Tech; or
(iv) violate any statute, law or regulation of any
jurisdiction applicable to the transactions contemplated herein which could have
a material adverse effect on the business or operations of Linkwell Tech.
3.8 Actions and Proceedings. There is no outstanding order, judgment,
injunction, award or decree of any court, governmental or regulatory body or
arbitration tribunal against or involving Linkwell Tech.
3.9 Brokers or Finders. No broker's or finder's fee will be payable by
Linkwell Tech in connection with the transactions contemplated by this
agreement, nor will any such fee be incurred as a result of any actions by
Linkwell Tech.
3.10 Assets Linkwell Tech has full title and interest in all machinery,
equipment, furniture, leasehold improvements, fixtures, vehicles, structures,
owned or leased by Linkwell Tech, any related capitalized items or other
tangible property material to the business of Linkwell Tech (the "Tangible
Assets"). Linkwell Tech holds all rights, title and interest in all the Tangible
Assets owned by it on the Balance Sheet or acquired by it after the date of the
Balance Sheet, free and clear of all liens, pledges, mortgages, security
interests, conditional sales contracts or any other encumbrances. All of the
Tangible Assets are in good operating condition and repair taking into account
the age of the tangible assets and subject to fair wear and tear, and are usable
in the ordinary course of business of Linkwell Tech and conform to all
applicable laws, ordinances and governmental orders, rules and regulations
relating to their construction and operation.
3.11 Liabilities. Linkwell Tech does not have any direct or indirect
indebtedness, liability, claim, loss, damage, deficiency, obligation or
responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated,
secured or unsecured, accrued or absolute, contingent or otherwise, including,
without limitation, any liability on account of taxes, any other governmental
charge or lawsuit (all of the foregoing collectively defined to as
"Liabilities"), which were not fully, fairly and adequately reflected on the
Balance Sheet. As of the Closing Date, Linkwell will not have any Liabilities,
other than Liabilities fully and adequately reflected on the Linkwell Balance
Sheet or Linkwell balance sheet dated Dec 31, 2006, except for Liabilities
incurred in the ordinary course of business.
3.12 Operations of Linkwell Tech. Except as set forth on Schedule 3.11
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any
distribution of any kind to any shareholder, or made any direct or indirect
redemption, retirement, purchase or other acquisition of any shares in its
capital stock;
(iii) made any loan or advance to any shareholder, officer,
director, employee, consultant, agent or other representative or made any other
loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or
assumed any liability (whether or not currently due and payable);
(v) disposed of any assets of Linkwell Tech except in the
ordinary course of business; or
(vi) materially increased the annual level of compensation of
any executive employee of Linkwell Tech;
(vii) increased, terminated amended or otherwise modified any
plan for the benefit of employees of Linkwell Tech;
(viii) issued any equity securities or rights to acquire such
equity securities; or
(ix) except in the ordinary course of business, entered into
or modified any contract, agreement or transaction.
3.13 Authority to Execute and Perform Agreements. Linkwell Tech has the
full legal right and power and all authority and approval required to enter
into, execute and deliver this Agreement and to perform fully their obligations
hereunder. This Agreement has been duly executed and delivered and is the valid
and binding obligation of Linkwell Tech, enforceable in accordance with its
terms, except as may be limited by bankruptcy, moratorium, insolvency or other
similar laws generally affecting the enforcement of creditors' rights. The
execution and delivery of this Agreement and the consummation of the
transactions contemplated hereby and the performance by Linkwell Tech of this
Agreement, in accordance with its respective terms and conditions will not:
(i) require the approval or consent of any governmental or
regulatory body, the Stockholders of Linkwell Tech, or the approval or consent
of any other person;
(ii) conflict with or result in any breach or violation of any
of the terms and conditions of, or constitute (or with any notice or lapse of
time or both would constitute) a default under, any order, judgment or decree
applicable to Linkwell Tech, or any instrument, contract or other agreement to
which Linkwell Tech is a party or by or to which Linkwell Tech is bound or
subject; or
(iii) result in the creation of any lien or other encumbrance
on the assets or properties of Linkwell Tech.
3.14 Delivery of Periodic Reports; Compliance with 1934 Act. Linkwell
Tech has provided Likang Biological and the Shareholders with financial
statements. All reports filed pursuant to such Act are complete and correct in
all material respects. All material contracts relative to LINKWELL are included
in the Periodic Reports. All material contracts and commitments for the
provision or receipt of services or involving any obligation on the part of
Linkwell Tech are included as exhibits to such periodic reports or are listed on
Schedule 3.13 hereto.
3.16 Full Disclosure. No representation or warranty by Linkwell Tech in
this Agreement or in any document or schedule to be delivered by it pursuant
hereto, and no written statement, certificate or instrument furnished or to be
furnished to Likang Biological or the Shareholders pursuant hereto or in
connection with the execution or performance of this Agreement contains or will
contain any untrue statement of a material fact or omits or will omit to state
any fact necessary to make any statement herein or therein not materially
misleading or necessary to a complete and correct presentation of all material
aspects of the business of Linkwell Tech.
3.17 Representations and Warranties on Closing Date. The
representations and warranties contained in this Section 3 shall be true and
complete on the Closing Date with the same force and effect as through such
representations and warranties had been made on Dec. 31, 2006 and as of the
Closing Date on April 6, 2007.
SECTION 4. COVENANTS OF COMPANY AND SHAREHOLDERS
Likang Biological and the Shareholders covenant to Linkwell Tech as
follows:
4.1 Conduct of Business. From the date hereof through the Closing Date,
the Shareholders and Likang Biological shall conduct its business in the
ordinary course.
4.2 Preservation of Business. Through the Closing Date, the
Shareholders and Likang Biological shall use its best efforts to preserve its
business organization intact, keep available the services of its present
employees, consultants and agents, maintain its present suppliers and customers
and preserve its goodwill.
4.3 Litigation. Likang Biological shall promptly notify Linkwell Tech
of any lawsuits, claims, proceedings or investigations which after the date
hereof are threatened or commenced against Likang Biological or against any
officer, director, employee, consultant, agent, shareholders or other
representative with respect to the affairs of Likang Biological.
4.4 Continued Effectiveness of Representations and Warranties. From the
date hereof through the Closing Date, the Shareholders and Likang Biological
shall conduct its business in such a manner so that the representations and
warranties contained in Section 2 shall continue to be true and correct on and
as of the Closing Date and as if made on and as of the Closing Date, and shall:
(i) promptly give notice to Linkwell Tech of any event,
condition or circumstance occurring from the date hereof through the Closing
Date which would render any of the representations or warranties materially
untrue, incomplete, insufficient or constitute a violation or breach of this
Agreement; and
(ii) supplement the information contained herein in order that
the information contained herein is kept current, complete and accurate in all
material respects.
SECTION 5. COVENANTS OF LINKWELL
LINKWELL covenants to Likang Biological and the Shareholders as
follows:
5.1 Conduct of Business. From the date hereof through the Closing Date,
Linkwell shall conduct its business in the ordinary course and, without the
prior written consent of Linkwell, shall ensure that Linkwell does not undertake
any of the actions specified in Section 3.12 hereof.
5.2 Preservation of Business. From the date hereof through the Closing
Date, Linkwell shall preserve its business organization intact and use its best
efforts to preserve Linkwell goodwill.
5.3 Litigation. Linkwell shall promptly notify Likang Biological of any
lawsuits, claims, proceedings or investigations that after the date hereof are
threatened or commenced against Linkwell or against any officer, director,
employee, consultant, agent, or stockholder with respect to the affairs of
Linkwell.
5.4 Continued Effectiveness of Representations and Warranties. From the
date hereof through the Closing Date, Linkwell shall conduct its business in
such a manner so that the representations and warranties contained in Section 3
shall continue to be true and correct on and as of the Closing Date and as if
made on and as of the Closing Date, and shall:
(i) promptly give notice to Linkwell of any event, condition
or circumstance occurring from the date hereof through the Closing Date which
would render any of the representations or warranties materially untrue,
incomplete, insufficient or constitute a violation or breach of this Agreement;
and
(ii) supplement the information contained herein in order that
the information contained herein is kept current, complete and accurate in all
material respects.
5.5 No Other Negotiations. From the date hereof until the earlier of
the termination of this Agreement or consummation of this agreement, Linkwell
will not permit and will not authorize any officer or director of Linkwell or
any other person on its behalf to, directly or indirectly, solicit, encourage,
negotiate or accept any offer from any party concerning the possible disposition
of all or any substantial portion of the capital stock by merger, sale or any
other means or any other transaction that would involve a change in control of
Linkwell, or any transaction in which Linkwell contemplates issuing equity or
debt securities.
SECTION 6. COVENANTS
6.1 Corporate Examinations and Investigations. Prior to the Closing
Date, the parties acknowledge that they have been entitled, through their
employees and representatives, to make such investigation of the assets,
properties, business and operations, books, records and financial condition of
the other as they each may reasonably require. No investigation by a party
hereto shall, however, diminish or waive in any way any of the representations,
warranties, covenants or agreements of the other party under this Agreement.
6.2 Expenses. Each party hereto agrees to pay its own costs and
expenses incurred in negotiating this Agreement and consummating the
transactions described herein.
6.3 Further Assurances. The parties shall execute such documents and
other papers and take such further actions as may be reasonably required or
desirable to carry out the provisions hereof and the transactions contemplated
hereby. Each such party shall use its best efforts to fulfill or obtain the
fulfillment of the conditions to the Closing on April 6, 2007, including,
without limitation, the execution and delivery of any documents or other papers,
the execution and delivery of which are necessary or appropriate to the Closing.
6.4 Confidentiality. In the event the transactions contemplated by this
Agreement are not consummated, each of the parties hereto agree to keep
confidential any information disclosed to each other in connection therewith for
a period of one (1) year from the date hereof; provided, however, such
obligation shall not apply to information which:
(i) at the time of disclosure was public knowledge;
(ii) after the time of disclosure becomes public knowledge
(except due to the action of the receiving party);
(iii) the receiving party had within its possession at the
time of disclosure.
(iv) the disclosure of which is required by law, the SEC or other competent
authority;
(v) which at the time of disclosure by one party written consents have been
obtained from the other parties.
SECTION 7. CONDITIONS PRECEDENT TO THE OBLIGATION OF LIKANG BIOLOGICAL TO CLOSE
The obligation of Likang Biological to enter into and complete the
Agreement is subject, at the option of Likang Biological, to the fulfillment on
or prior to the Closing Date of the following conditions, any one or more of
which may be waived by Likang Biological in writing.
7.1 Representations and Covenants. The representations and warranties
of Likang Biological and the Shareholders contained in this Agreement shall be
true in all material respects on and as of the Closing Date with the same force
and effect as though made on and as of the Closing Date. Likang Biological and
the Shareholders shall have performed and complied in all material respects with
all covenants and agreements required by this Agreement to be performed or
complied with by Likang Biological and the Shareholders on or prior to the
Closing Date. Likang Biological and the Shareholders shall have delivered to
Linkwell Tech, if requested, a certificate, dated the Closing Date, to the
foregoing effect.
7.2 Governmental Permits and Approvals; Corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Closing shall have been obtained. The Board of
Directors of Likang Biological shall have approved the transactions contemplated
by this Agreement and Likang Biological shall have delivered to Linkwell Tech,
if requested by Linkwell Tech, resolutions by its Board of Directors, certified
by the Secretary of Likang Biological, authorizing the transactions contemplated
by this Agreement.
7.3 Satisfactory Business Review. Likang Biological shall have
satisfied itself, after Linkwell Tech and its representatives have completed the
review of the business of Likang Biological contemplated by this Agreement, that
none of the information revealed thereby or in the Balance Sheet has resulted
in, or in the reasonable opinion of Linkwell Tech may result in, a material
adverse change in the assets, properties, business, operations or condition
(financial or otherwise) of Likang Biological.
7.4 Certificate of Good Standing. Likang Biological shall receive a
certificate of good standing dated 10 business days after the Closing Date to
the effect that Likang Biological is in good standing under the laws of its
jurisdictions of incorporation.
7.5 Stock Certificates: At the Closing, the Shareholders will deliver
the certificates representing the Biological Shares, duly endorsed (or with
executed stock powers) so as to make Linkwell Tech the 100% owner thereof within
10 business days.
7.8 Other Documents. Likang Biological and the Shareholders shall have
delivered such other documents, instruments and certificates, if any, as are
required to be delivered pursuant to the provisions of this Agreement or which
may be reasonably requested in furtherance of the provisions of this Agreement.
SECTION 8. CONDITIONS PRECEDENT TO THE OBLIGATION OF LIKANG BIOLOCIGAL AND
SHAREHOLDERS TO CLOSE
The obligation of Likang Biological and the Shareholders to enter into
and complete the agreement is subject, at the option of Likang Biological and
the Shareholders, to the fulfillment on or prior to the Closing Date of the
following conditions, any one or more of which may be waived in writing by
Linkwell Tech.
8.1 Representations and Covenants. The representations and warranties
of Linkwell Tech contained in this Agreement shall be true in all material
respects on the Closing Date with the same force and effect as though made on
and as of the Closing Date. Linkwell Tech shall have performed and complied with
all covenants and agreements required by the Agreement to be performed or
complied with by Linkwell Tech on or prior to the Closing Date. Linkwell Tech
will deliver to Likang Biological and the Shareholders, if requested, a
certificate, dated the Closing Date and signed by an executive officer of
Linkwell Tech, to the foregoing effect within 10 business days after the
closing.
8.2 Governmental Permits and Approvals; Corporate Resolutions. Any and
all permits and approvals from any governmental or regulatory body required for
the lawful consummation of the Agreement shall have been obtained. The Board of
Directors of Linkwell shall have approved the transactions contemplated by this
Agreement, and Linkwell will deliver to Shareholders, if requested, resolutions
by their Board of Directors certified by the Secretary of Linkwell authorizing
the transactions contemplated by this Agreement within 10 business days after
the closing.
8.3 Third Party Consents. All consents, permits and approvals from
parties to any contracts, loan agreements or other agreements with Linkwell
which may be required in connection with the performance by Linkwell of their
obligations under such contracts or other agreements after the Closing shall
have been obtained.
8.4 Satisfactory Business Review. Likang Biological and the
Shareholders shall have satisfied themselves, after Likang Biological, the
Shareholders and their representatives and advisers have completed the review of
business of Linkwell and the information provided hereby or in connection
herewith, or following any discussions with management or representatives of
Linkwell that none of the information revealed thereby has resulted in or in the
reasonable opinion of Linkwell may result in a material adverse change in the
assets, properties, business, operations or condition (financial or otherwise)
of Linkwell.
8.6 Litigation. No action, suit or proceeding shall have been
instituted before any court or governmental or regulatory body or instituted or
threatened by any governmental or regulatory body to restrain, modify or prevent
the carrying out of the transactions contemplated hereby or to seek damages or a
discovery order in connection with such transactions, or which has or may in the
reasonable opinion of Likang Biological and the Shareholders, have a materially
adverse effect on the assets, properties, business, operations or condition
(financial or otherwise) of Linkwell.
8.7 Certificate of Good Standing. Likang Biological and the
Shareholders shall receive a certificate of good standing within 10 business
days after the Closing Date to the effect that Linkwell is in good standing
under the laws of its jurisdictions of incorporation.
8.8 Stock Certificates. At the Closing, the Shareholders shall receive
certificates representing the Linkwell Shares to be received pursuant hereto and
subject to the conditions previously described within 10 business days.
8.9 Other Documents. Linkwell shall have delivered such other
instruments, documents and certificates, if any, as are required to be delivered
pursuant to the provisions of this Agreement or which may be reasonably
requested in furtherance of the provisions of this Agreement.
SECTION 9. INDEMNIFICATION
9.1 Obligation of Linkwell to Indemnify. Subject to the limitations on
the survival of representations and warranties contained in Section 9, Linkwell
hereby agrees to indemnify, defend and hold harmless Likang Biological and the
Shareholders from and against any losses, liabilities, damages, deficiencies,
costs or expenses (including interest, penalties and reasonable attorneys' fees
and disbursements) (a "Loss") based upon, arising out of or otherwise due to any
inaccuracy in or any breach of any representation, warranty, covenant or
agreement of Likang Biological contained in this Agreement or in any document or
other writing delivered pursuant to this Agreement.
9.2 Obligation of Likang Biological and the Shareholders to Indemnify. Subject
to the limitations on the survival of representations and warranties contained
in Section 10, Likang Biological and the Shareholders agree to indemnify, defend
and hold harmless Linkwell from and against any Loss, based upon, arising out of
or otherwise due to any inaccuracy in or any breach of any representation,
warranty, covenant or agreement made by any of them and contained in this
Agreement or in any document or other writing delivered pursuant to this
Agreement.
SECTION 10. THE CLOSING
The Closing shall take place not later than April 6, 2007. At the
Closing, the parties shall provide each other with such documents as may be
necessary or appropriate in order to consummate the transactions contemplated
hereby including evidence of due authorization of the Agreement and the
transactions contemplated hereby.
SECTION 11. MISCELLANEOUS
11.1 Waivers. The waiver of a breach of this Agreement or the failure
of any party hereto to exercise any right under this Agreement shall in no event
constitute waiver as to any future breach whether similar or dissimilar in
nature or as to the exercise of any further right under this Agreement.
11.2 Amendment. This Agreement may be amended or modified only by an
instrument of equal formality signed by the parties or the duly authorized
representatives of the respective parties.
11.3 Assignment. This Agreement is not assignable except by
operation of law.
11.4 Notices. Until otherwise specified in writing, the mailing
addresses of both parties of this Agreement shall be as follows:
The Linkwell
Linkwell Corporation
000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx (200436)
The Shareholders:
Xxx Xxxx, Bian
000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx (200436).
Shanghai LiKang Pharmaceutical Technology Co., Ltd.
Rm.704, 00Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxxx (200433)
Likang Biological:
Shanghai Likang Biological High-Tech Company, Ltd.
Xx. 000 Xxxxx Xxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx (200436)
Any notice or statement given under this Agreement shall be deemed to have been
given if sent by registered mail addressed to the other party at the address
indicated above or at such other address that shall have been furnished in
writing to the addressor.
11.5 Governing Law. This Agreement shall be construed, and the legal
relations be the parties determined, in accordance with the laws of the State of
Florida, thereby precluding any choice of law rules which may direct the
applicable of the laws of any other jurisdiction.
11.6 Publicity. No publicity release or announcement concerning this
Agreement or the transactions contemplated hereby shall be issued by either
party hereto at any time from the signing hereof without advance approval in
writing of the form and substance thereof by the other party except as required
to stay in compliance with the Linkwell Corporation reporting obligations under
the Securities Exchange Act of 1934.
11.7 Entire Agreement. This Agreement and the collateral agreements
executed in connection with the consummation of the transactions contemplated
herein contain the entire agreement among the parties with respect to the
purchase and issuance of the Biological Shares and the Linkwell Shares and
related transactions, and supersede all prior agreements, written or oral, with
respect thereto.
11.8 Headings. The headings in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
11.9 Severability of Provisions. The invalidity or unenforceability of
any term, phrase, clause, paragraph, restriction, covenant, agreement or other
provision of this Agreement shall in no way affect the validity or enforcement
of any other provision or any part thereof.
11.10 Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed, shall constitute an original copy
hereof, but all of which together shall consider but one and the same document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.
Linkwell Corporation
By: /s/ Xxxxxxx Xxxx
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Name: Xxxxxxx Xxxx
Its: Chairman
Linkwell Tech Group, Inc.
By: /s/ Xxx Xxxx
----------------------------------------------
Name: Xxx Xxxx
Its: Director
Shanghai Likang Biological High-Tech Company, Ltd.
By: /s/ Xxxxxxx Xxxx
---------------------------------------------
Name: Xxxxxxx Xxxx
Its: President
Shareholders
By: /s/ Xxxxxxx Xxxx
----------------------------------------------
Name: Xxxxxxx Xxxx
Shanghai Likang Pharmaceutical Technology Co., Ltd.
By: /s/ Xxxx Xxxx
---------------------------------------------
Name: Xxxx Xxxx
Its: President
