Purchase Agreement
Part
A :
Harbin
Hainan Kangda Cactus Hygienical Food Co., Ltd.
Part
B : Xxxxxx
Xxxx, Xxxxxx Xxx, Jingkui Xxxxx
In
order
to well provide the drink supply for Guangdong and South China five provinces
and save the transportation cost between Part A to Part B, the board of
directors of Part A decides to purchase Guangdong
Taishan Kangda Hygienical Food Co., Ltd. (Part B), so Part A can utilize the
existing
workshops and the other facilities of Part B to produce cactus drinks. The
Agreement is as follow:
| First: |
Part
A will purchase the total assets of Part B, Part B will merge into
Part A
and become the wholly-owned subsidiary of Part A after the transaction
has
completed.
|
| Second: |
Purchase
price. The purchase price is RMB11,800,000 Yuan ($1,475,000). The
assets
of Part B will belong to Part A and the debt of Part B is undertaken
by
Part A after the transaction has completed.
|
| Third: |
Part
A will pay the payment in cash in 4 installments, and the deadline
is on
June 30,2006. Meanwhile, Part B will be supposed to assist party
A in
handling the matters of changing share
ownership.
|
| Fourth: |
Part
A will operate Part B after the transaction has completed, and the
original shareholders longer participate the management of Part
B.
|
| Fifth: |
If
any side has disputes in the future on this agreement, both sides
should
find the solution based on friendly mutually beneficial principle,
if this
way can’t solve the problem, both sides can apply for the arbitration or
the lawsuit.
|
This
agreement is in three duplicates, each side holds one copy, one copy files
to
the Bureau of Industry and Commerce.
Part
A :
Signature, Title
Part
B :
Signature, Title
June
26,
2006
