Exhibit 10.2
Amended supplementary agreement between CBH and Suzhou Erye
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This amendment (the "Amendment") to the Agreement signed among the parties
hereto on June 11, 2005 is signed in Suzhou City, Jiangsu Province of China, on
August 3, 2005 by the following parties:
Party A: 38 persons including and represented by SHI Xxxx Xxxxx & other
Mailing address: Xx.000, Xxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxx Xxxx, Xxxxx
Tel: 00-000-00000000
Fax : 00-000-00000000
Legal representative: Shi Xxxx Xxxxx
Nationality: China
Party B: China Biopharmaceuticals Holdings Inc.
Address: Suite 2005, 000 Xxxx 00xx Xx., Xxx Xxxx 00000, XXX
Tel (pound)(0)000-000-0000
Fax (pound)(0)000-0000000
Legal representative: Peng Mao
Nationality: Canada
Position: CEO
Whereas:
(1) Party A (consisting of 38 persons) is all the shareholders (For
details of shareholders, please see attached List of Shareholders) of Suzhou
Erye Pharmaceutical Limited Company (Referred to as "Erye" hereafter), a legally
registered limited liability company established according to the laws of the
People's Republic of China ("China") laws, who authorizes its representative Shi
Mingsheng to represent all the shareholders to sign this agreement (For details,
please see the Trust Deed); Party B is a legally registered limited liability
company according to Delaware Law of the United States of America ("U.S.A.").
(2) In Accordance with The Company Law of China, The Contract Law of China
as well as other prevailing laws and regulations, Part B decides to make
investment in Erye, and Erye will become a foreign-invested company according to
Chinese laws (Referred to as the "Joint Venture" hereafter). Both parties have
signed the Merger Agreement.
(3) This cooperation between two parties refers to the issues regarding
the operation and development of the joint venture; therefore, for the remaining
issues that are not fully provided for in detail in the Merger Agreement, the
both parties make this agreement with amended supplementary provisions.
Now therefore:
1. The Agreement is hereby amended to reflect the following changes.
This Amendment shall govern in case of conflicting interpretation on
the Agreement.
2. Article 4.1 of the Agreement shall be amended as follows: the board
of directors of the Joint Venture shall consist of seven directors,
three of whom to be appointed by Party A and four of whom to be
appointed by Party B. Among the directors appointed by Party B,
Party B shall select one person from the current management team of
Erye. Party B agrees that Xx. XXX Mingsheng shall be the chairman of
the first and second term of the board. All the directors appointed
by Party B shall be responsible to Party B and act at the
instruction of Party B on the board of directors.
Among the directors appointed by Party A, one of whom shall be
recommended to act as director of Party B subject to the approval of
Party B's shareholders. If this director fails to be elected
director of board of party B, then this director shall have rights
to audit the meeting of board of the directors, enjoying the right
to full knowledge of the operation of the party B subject to the
duty of confidentiality. The Chairman of the board shall be
appointed by party A, and the chief financial officer shall be
appointed by party B subject to the approval of the board of
directors.
When the Joint Venture is initially set up, Shi Mingsheng will be
the Chairman of the board of the Joint Venture. Meanwhile, Party B
shall recommend to its shareholders that Shi Mingsheng hold the
position of director of board of Party B.
3. In terms of Article 4.2 of the Agreement, on item shall be added to
the important events "Party B's transfer all or parts of its shares
in the Joint Venture."
4. Article 8, the Agreement shall be amended to state: "If Party B
shall not be listed on the NASD-Over the Counter Bulletin Board
Market in a reasonable time; all the assets, stocks and cash
exchanged shall be reverted back to the original parties."
5. Others
5.1 For issues that fail to be mentioned in this Amendment, the two
parties may sign supplementary agreement or attachment, which forms
effective components of this Amendment with the same legal effect.
5.2 This Amendment is in quadruplicate, with two copies held by each
party.
Party A: 38 persons including and represented by Shi Mingsheng
Authorized representative: /s/ Shi Xxxxxxxxx
Xxx Mingsheng
Party B(pound)(0)China Biopharmaceuticals Holdings Inc.
Authorized representative: /s/ Peng Mao
Peng Mao, Chief Executive Officer
