Reorganization Agreement January 19, 2006
EXHIBIT
10.1
January
19, 2006
This
Reorganization Agreement is entered between Yangling Daiying Biotech &
Pharmaceutical Group Co., Ltd (Yangling) and Hunan Xxx Xxxx Pharmaceutical
Co.,
Ltd (used to be named “Hunan Changde Huaan Pharmaceutical Co., Ltd”)(Xxx Xxxx
Pharmaceuticals) and its shareholders Xxxxx Xxxx and Xxxxxxx Xx (Shareholders
of
Xxx Xxxx Pharmaceuticals).
Yangling
Daiying Biotech & Pharmaceutical Group Co., Ltd (Yangling), a corporation
registered at Shaanxi Province, located at #10 Xxx Xxxxx South Rd., Yangling
High-tech Demonstration Zone, Shaanxi, P.R. China. The legal representative
of
Yangling is Xxxxxx Xxx.
Hunan
Xxx Xxxx Pharmaceutical Co., Ltd (Xxx Xxxx Pharmaceuticals), a company
registered at Hunan Province, located at An Xiang Industrial Park, An Xian
County, Hunan, P.R. China. The legal representative of Xxx Xxxx Pharmaceuticals
is: Xxxxx Xxxx.
In
order
to optimize company’s resources, promote the cross-province development, satisfy
the requirements of the market, Yangling and Xxx Xxxx Pharmaceuticals would
like
to reorganize subject to terms and conditions hereunder after carefully
considering the advantages of the two parties:
| 1. |
Yangling
and Xxx Xxxx Pharmaceuticals agree to reorganize with the other party
based on the principles of equality, free-will and mutual benefit.
The
Agreement shall be construed in accordance with the laws of People’s
Republic of China. Xxxxx Xxxx is the legal representative of Xxx
Xxxx
Pharmaceuticals and has been fully authorized to sign this agreement
by
all the shareholders of Xxx Xxxx Pharmaceuticals.
|
| 2. |
Yangling
and Xxx Xxxx Pharmaceuticals have acknowledged that the solid assets
of
Xxx Xxxx Pharmaceuticals are 7,829,400 Ren Min Bi (RMB). The accurate
number needs to be confirmed by the auditing report from international
accounting firm.
|
| 3. |
Yangling
shall grant 482,800 shares of common stocks of Worldwide Biotech
&
Pharmaceutical Company (WWBP) which worth 3,992,800 RMB, to acquire
51%
total shares of Xxx Xxxx Pharmaceuticals, the share price of the
WWBP’s
common stocks is $1 per share, the exchange rate for RMB is $1 US
for 8.27
RMB based on the foreign exchange rate on December 31, 2004.
|
After
the
reorganization, the capital structure of Xxx Xxxx Pharmaceuticals is: Yangling
controls 51% total shares of Xxx Xxxx Pharmaceuticals, Xxxxx Xxxx controls
34%
total shares of Xxx Xxxx Pharmaceuticals and Zhuobin Li controls 15% total
shares of Xxx Xxxx Pharmaceuticals.
| 4. |
With
the cooperation of Xxx Xxxx Pharmaceuticals, it’s the responsibility of
Yangling to grant newly issued 482,800 shares of WWBP’s common stocks to
the Shareholders of Xxx Xxxx Pharmaceuticals, in which: 337,960 shares
shall be granted to Xxxxx Xxxx and 144,840 shall be granted to Zhuobin
Li.
|
| 5. |
Shareholders
of Xxx Xxxx Pharmaceuticals acknowledge that there’s no any undisclosed
debt, obligations, capital lost, any ongoing lawsuit and potential
lawsuit
against Xxx Xxxx Pharmaceuticals, otherwise, Shareholders of Xxx
Xxxx
Pharmaceuticals shall undertake all responsibilities.
|
| 6. |
Shareholders
of Xxx Xxxx Pharmaceuticals shall assist Yangling to complete all
the
process or Business registration, Taxation, Registration at State
Food and
Drug Administration, Intellectual Property, trademark and any other
related legal issues of reorganized company.
|
| 7. |
The
company after reorganization shall hire international accounting
firm to
audit financials of Xxx Xxxx Pharmaceuticals. Shareholders of Xxx
Xxxx
Pharmaceuticals shall assist international auditing company to finish
the
auditing work for the previous accounting
period.
|
| 8. |
Yangling
has the right to assign the legal representative for the Board of
Directors of the reorganized company.
|
| 9. |
The
reorganized company shall be governed by Chinese Corporation Law
and the
Article of Corporation, operation activities shall under the supervision,
instruction and inspection of Yangling.
|
| 10. |
When
the reorganization transaction is closed, the two parties shall
cooperation with each other to finish the alteration process of
reorganized company and hire international accounting firm to auditing
the
financials.
|
| 11. |
The
Agreement can be amended by the amended agreement signed by both
parties.
|
| 12. |
Breaches
of the agreement: If there’s any party breaches any terms of the
agreement, the other party have the right to terminate the contract
and
request for compensation of all related damages, any disputes shall
be
resolved through arbitration or legal proceedings. The
contract is governed by Chinese law and under the jurisdiction of
the
court in Xi’an.
|
| 13. |
The
Agreement is executed in six of counterparts, each party hold two
copies
and the other two copies were back up at the related
authorities.
|
Yangling
Daiying Biotech & Pharmaceutical Co., Ltd.
Legal
Representative: Xxxxxx Xxx
Signature:
//s//
Xxxxxx Xxx
Hunan
Xxx
Xxxx Pharmaceutical Co. Ltd.
Legal
Representative
Or
Authorized Representative: Xxxxx Xxxx
Signature:
//s//
Xxxxx Xxxx
Date:
January 19, 2006
