Acquisition Agreement
Party
A：Xi’an
Huifeng Bio-Technic Inc.
Registered
Address: 16B/F Ruixin Bldg, No.25 Gaoxin Road, Xi’an P.R.C.
Party
B：Shangqiu
Kexin Rutin Processing Ltd.
Registered
Address: Yuanlou Cun Leima Town, Huaiyang District, Shangqiu City
P.R.C.
Based on
the principle of equality and mutual benefit, Party A and B have reached the
following agreement (the “Agreement”):
Article
1, Party B agrees to transfer its 90% equity ownership unto Party A and Party B
will be the Party A’s wholly-controlling company.
Article
2, Based on the appraisal value of Party B which was appraised by a third
independent appraisal company, Party B agrees to maintain the minimal $650,000
net income each year of 2010, 2011 and 2012 (“Maintainable Income”). Party A
agrees to pay $1,750,000 to Party B for the 90% equity ownership of Party
B.
Article
3, Party A and B agree that Party A shall purchase 90% of the equity of Party B
for $140,000 in cash and 2,300,000 shares of Huifeng Bio-Pharmaceutical
Technology Inc. (a U.S. corporation listed on OTCBB, stock symbol: HFGB.OB,
“HFGB”)'s common stock (on the basis of $0.7 per share of the HFGB’s stock
price).
Article
4, Party B agrees that 2,300,000 shares of HFGB common stock will be restricted
from selling for a period of one year.
Article
5, To support Party B reach its projected annual net income of $650,000 for the
next three years, Party A agrees to loan $1,000,000 to Party B at an annual
interest rate of 10%. If Party B fails to achieve average projected annual net
income of $650,000 in the next two years, the annual interest rate shall be
adjusted to 20%.
Article
6, After the acquisition, the original operation principle of Party B will
continue to be in charge of its operation activities. Party A will designate a
financial principle to supervise financial affairs of Party B. Party B agrees
that Party A shall audit its annual financial report.
Article
7, Party B agrees to assist Party A in the transfer registration at local CACI
within one month since the execution of the agreement. Party A agrees to
complete the stock issuance to Party B within one month since the execution of
the agreement.
Article
8, Both parties agree that this Agreement will be effective only if Party A
completes the wire of the cash consideration to Party B’s account.
Article
9, Party A and B agree to coordinate the staff adjustment after the equity
transfer registration so as to ensure the normal operation of the company and
conduct all work in the light of public company requirements.
Article
10, The parties shall strive to settle any dispute arising from the
interpretation or performance of this Agreement through friendly consultation.
In case no settlement can be reached through consultation within thirty (30)
days after such dispute arises, each party have the right to institute legal
proceedings at its local court of law.
Article
11, This Agreement shall be effective upon the execution, each party will hold
one copy. This Agreement will be executed by their duly authorized
representatives as of the date below.
Party
A：Xi’an
Huifeng Bio-Technic Inc. (Seal)
By:Legal
Representative(Signature): /s/ Jing’xx Xxxx
Date:
September 2, 2010
Party B:
Shangqiu Kexin Rutin Processing Co., Ltd.(Seal)
By: Legal
Representative(Signature): /s/ Xxxxxxxx Xxxxx
Date:
September 2, 2010
