Assets Acquisition Agreement
Party
A:
Chinag Ginseng Holdings. Inc (USA)
Party
B:
Huaxing Ginseng Industry Co, Ltd., Tunhua City, Jilin Province
Party
A
invested US$200,000 (55%), Party B invested RMB 1,350,000 (45%) co-founded
a
joint venture - Yanbian Huaxing Ginseng Industry Co. Ltd. The registration
was
approved by Yanbian District Business Administration Bureau on September 6,
2003, the registered capital is RMB 3,000,000 (US$364,000). The joint venture
realized a profit estimated US$351,000 in 2004 after over a year of operation.
In order to further expand the business, Party A requested to acquire the
original investment of Party B, and to become a wholly owned
enterprise.
The
details of this Agreement are as follows:
1.
Party
B agreed Party A to use the profit generated from the joint venture in 2004
to
acquire Party B’s assets.
In
2004,
the joint venture Yanbian Huaxng Ginseng Industry Co., Ltd realized a profit
of
RMB 3,516,737.82. Based on Party A’s 55% interest, the profit share is RMB
1,943,205.80. In 2004 the board of directors decided to give 10 to 1 stock
dividends (1 RMB per share), thus RMB165,000 was deducted from the profit.
After
deduction, Party A’s actual share of profit is RMB 1,769,205.80. Party A took
RMB 1,350,000 to acquire Party B’s 45% interest in Yanbian Huaxing. The
remaining profit of RMB 419,205.80 is retained in Yanbian Huaxing for future
business development.
2.
Method of Acquisition
Party
A
will transfer funds by installments from the bank account of Yanbian Huaxing
to
Party B’s bank account, collectively transfer RMB 1,350,000 by the end of
September 2005.
Party
B
will use the bank transfer documents as proof.
Party
B’s
Bank Account: Huaxing Ginseng Industry Co., Ltd. Tunhua City, Jilin Province
Branch:
Ermu Xxxxxx’x Credit Union, Tunhua City
Account
Number : 200110029
3.
Verification of Assets transfer
After
Party A acquired the investment by Party B, Party B will be cooperative with
Party A to change the joint venture into a wholly owned enterprise.
4.
Responsibilities of Violation
After
the
Agreement is signed, both parties have to abide by the Agreement, any party
violating the Agreement has to indemnify the other for any loss
incurred.
Four
copies of the Agreement are provided. Each party holds two copies. The Agreement
will be effective after being signed.
| China
Ginseng Holdings, Inc (USA) With Company Seal |
|
Huaxing
Ginseng Industry Co., With Company Seal |
