EXHIBIT 10.1
LETTER OF INTENT
FOR ACQUISITION OF 51% or more of
Shannxi Meichen Pharmaceuticals Co. Ltd.
By China Health Holding, Inc. (CHHH: OTCBB NASD)
May 2, 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 Shannxi
Meichen Pharmaceuticals 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": Shannxi Meichen Pharmaceuticals Co. Ltd., having an office at D
Chuangye Building, West District, Xian High and New Technology Development Zone,
Shannxi, P.R. 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 Meichen Pharmaceuticals 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 Shannxi Pharmaceuticals 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 60% or more Shannxi Wanan Pharmaceutical Co. 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 (2004/2005) for further
completion of 51% or more acquisitions and mergers of Shannxi Pharmaceuticals
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 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 Three (3) Year 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 Shannxi Pharmaceuticals Co. 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.
F. 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 Three (3) Year Audited Financial Statements and Legal Due Diligent
Documents and Financial, Legal Evaluations.
G. 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 Shannxi Pharmaceuticals Co. 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 May 10, 2006 (PR China
Time) when both parties are legally agreed and signed as below:
"Party A" (The "Target"):
Agreed and Signed and Sealed by:
/s/ Xxxx Xxxxxxx
------------------
Xxxx Xxxxxxx, Chairman of the Board, an authorized signatory
Xxxx, Xxxxxxx, P.R. China
Date: May 2, 2006
And
"Party B" (The "Acquirer)
Agreed and Signed by
/s/ Xxxxxx Xx
-----------------
Xxxxxx Xx, Vice President, an authorized signatory
Date: May 2, 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
xxx.xxxxxxxxxxxxxxxxxx.xxx
xxxx@xxxxxxxxxxxxxxxxxx.xxx
Date: May 2/3, 2006
