Reorganization Agreement January 19, 2006
EXHIBIT
10.2
January
19, 2006
This
Reorganization Agreement is entered between Yangling Daiying Biotech &
Pharmaceutical Group Co., Ltd (Yangling) and Hunan Ze An Pharmaceutical Co.,
Ltd
(used to be named “Hunan Xxx Xxx Pharmaceutical Co., Ltd)(Ze An Pharmaceuticals)
and its shareholders Xxxxxxx Xx, Xxxxx Xxxx and Xxxxxxxx Xx (Shareholders
of Ze
An 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
Ze An Pharmaceutical Co., Ltd (Ze An Pharmaceuticals), a company registered
at
Hunan Province, located at An Xiang Industrial Park, An Xian County, Hunan,
P.R.
China. The legal representative of Ze An Pharmaceuticals is: Xxxxxxx Xx.
In
order
to optimize company’s resources, promote the cross-province development, satisfy
the requirements of the market, Yangling and Ze An Pharmaceuticals would
like to
reorganize subject to terms and conditions hereunder after carefully considering
the advantages of the two parties:
| 1. |
Yangling
and Ze An 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. Xxxxxx Xx is the legal representative of Ze An Pharmaceuticals
and
has been fully authorized to sign this agreement by all the shareholders
of Ze An Pharmaceuticals.
|
| 2. |
Yangling
and Ze An Pharmaceuticals has acknowledged and confirmed that Shareholders
of Ze An Pharmaceuticals invested totally eight million Ren Min Bi
(RMB)
to Ze An Pharmaceuticals as its capitals.
|
| 3. |
Yangling
shall invest 1,440,000 RMB in cash to purchase 18% of shares of Ze
An
Pharmaceuticals held by Xxxxxxxx Xx. Yangling shall invest 1,960,000
RMB
in cash and 120,900 shares of common stocks of Worldwide Biotech
&
Pharmaceutical Company (WWBP) which is worth of 1,000,000 RMB (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) agreed by both Yangling and Ze An Pharmaceuticals to purchase
37% of shares of Ze An Pharmaceuticals held by Xxxxxxx Xx. Yangling
shall
grant 96,700 shares of common stocks of WWBP which is worth of 0.8
million
RMB (the share price of WWBP’s common stocks is $1 per share, the foreign
exchange rate for RMB is $1 US for 8.27 RMB on December 31, 2004)
to
purchase the shares of Ze An Pharmaceuticals held by Xxxxx Xxxx,
which is
10% of shares of Ze An Pharmaceutical held by Xxxxx Xxxx.
|
After
the
reorganization, the capital structure of Ze An Pharmaceuticals is: Yangling
controls 65% total shares of Ze An Pharmaceuticals, Xxxxx Xxxx controls 20%
total shares of Ze An Pharmaceuticals and Xxxxxxx Xx controls 15% total shares
of Ze An Pharmaceuticals.
| 4. |
Compensations
in Cash and Stocks:
|
| a) |
Upon
closing of transaction: Yangling shall pay 720,000 RMB in cash to
Xxxxxxxx
Xx, Yangling shall pay 980,000 RMB in cash to Xxxxxxx
Xx.
|
| b) |
It’s
the responsibility of Yangling to grant WWBP’s common stocks. Construed
and permitted by security laws and all other related laws of the
United
States, Yangling shall issue 120,900 shares of common stocks of Worldwide
Biotech & Pharmaceutical Company to Xxxxxxx Xx and issue 96,700 shares
of common stocks of Worldwide Biotech & Pharmaceutical Company to
Xxxxx Xxxx.
|
| c) |
With
the cooperation of Ze An Pharmaceuticals, Yangling shall be responsible
to
change the registration of Ze An Pharmaceuticals required by Chinese
government and related laws, when these processes are done, Yangling
shall
pay Xxxxxxxx Xx 720,000 RMB of cash and Xxxxxxx Xx 500,000 RMB of
cash.
|
| d) |
Shareholders
of Ze An Pharmaceuticals acknowledge that there’s no any undisclosed debt,
obligations, capital lost, any ongoing lawsuit and potential lawsuit
against Ze An Pharmaceuticals, otherwise, Shareholders of Ze An
Pharmaceuticals shall undertake all responsibilities.
|
| e) |
The
company after reorganization shall hire international accounting
firm to
audit financials of Ze An Pharmaceuticals. When the audited financials
is
completed under the cooperation of Shareholders of Ze An Pharmaceuticals,
Yangling shall pay Xxxxxxx Xx 480,000 RMB of
cash.
|
| 5. |
Yangling
has the right to assign the legal representative for the Board of
Directors of the reorganized company.
|
| 6. |
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.
|
| 7. |
When
the reorganization transaction is closed, the reorganized company
shall be
a holding company of Yangling, any business and operation activities
shall
be governed by Chinese Laws and regulations and shall comply with
Yangling’s business plan.
|
| 8. |
The
Agreement shall be executed when all the parties signed this agreement.
The Agreement can be amended with written agreement by both Yangling
and
Ze An Pharmaceuticals.
|
| 9. |
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.
|
| 10. |
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:
Yangling Daiying Biotech & Pharmaceutical Co., Ltd.
Legal
Representative: Xxxxxx Xxx
Signature:
//s//Xxxxxx
Xxx
Ze
An
Pharmaceuticals: Hunan Ze An Pharmaceutical Co. Ltd.
Legal
Representative
Or
Authorized Representative: Xxxxxxx Xx
Signature:
//s//
Xxxxxxx Xx
Date:
January 19, 2006
