EXHIBIT 10.1
ACQUISITION AGREEMENT
THIS ACQUISITION AGREEMENT (this "Agreement") is dated as of April 18,
2006, by and among American Oriental Bioengineering Inc., a Nevada Corporation
(the "Purchasers", "AOBO" or the "Company"), Guangxi Lingfeng Pharmaceutical
Company Limited, a Chinese corporation ("Lingfeng" or the "Acquiree").
RECITALS:
AOBO and Lingfeng desire to complete an acquisition transaction
pursuant to which AOBO, through one of its wholly owned subsidiaries, shall
acquire 100% ownership of Lingfeng in exchange for a consideration based on 2.5
times of Lingfeng's total revenue for the year ended 2005 audited according to
US General Accepted Accounting Principles ("US GAAP"); and
The Board of Directors of AOBO and the Board of Directors of Lingfeng
have each approved the proposed transaction, contingent upon satisfaction prior
to closing of all of the terms and conditions of this Agreement; and
THE SHAREHOLDER are the owners of 100% ownership of Lingfeng; and
THE PARTIES desire to make certain representations, warranties and
agreements in connection with completion of the proposed acquisition
transaction.
NOW, THEREFORE, in consideration of the foregoing recitals, which shall
be considered an integral part of this Agreement, and the covenants, conditions,
representations and warranties hereinafter set forth, the parties hereby agree
as follows:
ARTICLE I
THE ACQUISITION
1.1 THE ACQUISITION. At the Closing (as hereinafter defined), AOBO
shall acquire 100% of the ownership of Lingfeng from the SHAREHOLDER.
Consideration to be paid by AOBO shall be calculated based on 2.5 times of
Lingfeng's total revenue for the year ended 2005 audited according to US GAAP.
The consideration should compose of cash and restricted common stock of the
Company. The Company shall paid 1,200,000 restricted shares of the Company (with
no registration rights) valued at five days' average closing share prices from
April 7 to April 13, 2006, or $4.70 per share plus a total of approximately
$17.5 million in cash, depends on the finalized total revenue of Lingfeng for
year ended 2005 audited under US GAAP.("Consideration") In addition, the Company
shall have reserved $2.5 million cash as deposit. Such $2.5 million will be
released to the SHAREHOLDER upon the completion of the audited and it is
determined that the Consideration is not sufficient to cover 2.5 times of the
audited revenue of Lingfeng.
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Lingfeng was established in 1975 as a private company in Guangxi, a
South Western province in China. Lingfeng engages in the businesses of
manufacturing and marketing of various kinds of pharmaceuticals products.
Currently Lingfeng has approximately 400 employees. The unaudited sales revenue
prepared in Chinese GAAP for the year of 2005 was approximately $10.4 million.
The Acquisition shall take place upon the terms and conditions provided for in
this Agreement and in accordance with applicable law.
1.2 CLOSING AND EFFECTIVE TIME. Subject to the provisions of this
Agreement, the parties shall hold a closing (the "Closing") on (i) the first
business day on which each and all of the conditions set forth in Article V to
be fulfilled prior to the Closing is fulfilled or waived or (ii) on a date
mutually agreed (the "Effective Time").
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF AOBO. AOBO represents and
warrants to Lingfeng and the SHAREHOLDERS as follows:
(a) ORGANIZATION, STANDING AND POWER. AOBO owns and operates subsidiary
that is corporation duly organized, validly existing and in good
standing under the laws of China and has all requisite power and
authority to own, lease and operate its properties and to carry on its
business as now being conducted, and is duly qualified and in good
standing to do business in each jurisdiction in which the nature of its
business or the ownership or leasing of its properties makes such
qualification necessary.
(b) CERTIFICATE OF INCORPORATION, BYLAWS, AND MINUTE BOOKS. The copies
of the Articles of Incorporation and of the Bylaws of AOBO which have
been delivered to Lingfeng are true, correct and complete copies
thereof. The minute book of AOBO, which has been made available for
inspection, contains accurate minutes of all meetings and accurate
consents in lieu of meetings of the Board of Directors (and any
committee thereof) and of the shareholders of AOBO since the date of
incorporation and accurately reflects all transactions referred to in
such minutes and consents in lieu of meetings.
(c) AUTHORITY. AOBO has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby.
The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by the
Board of Directors of AOBO. No other corporate or shareholder
proceedings on the part of AOBO are necessary to authorize the
Acquisition, or the other transactions contemplated hereby
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(d) CONFLICT WITH OTHER AGREEMENTS; APPROVALS. The execution and
delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not result in any violation of,
or default (with or without notice or lapse of time, or both) under, or
give rise to a right of termination, cancellation or acceleration of
any obligation or the loss of a material benefit under, or the creation
of a lien, pledge, security interest or other encumbrance on assets
(any such conflict, violation, default, right of termination,
cancellation or acceleration, loss or creation, a "violation") pursuant
to any provision of the Articles of Incorporation or Bylaws or any
organizational document of AOBO or, result in any violation of any loan
or credit agreement, note, mortgage, indenture, lease, benefit plan or
other agreement, obligation, instrument, permit, concession, franchise,
license, judgment, order, decree, statute, law, ordinance, rule or
regulation applicable to AOBO which violation would have a material
adverse effect on AOBO taken as a whole. No consent, approval, order or
authorization of, or registration, declaration or filing with, any
court, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign (a "Governmental
Entity") is required by or with respect to AOBO in connection with the
execution and delivery of this Agreement by AOBO or the consummation by
AOBO of the transactions contemplated hereby.
(e) BOOKS AND RECORDS. AOBO has made and will make available for
inspection by Lingfeng upon reasonable request all the books of AOBO
relating to the business of AOBO. Such books of AOBO have been
maintained in the ordinary course of business. All documents furnished
or caused to be furnished to Lingfeng by AOBO are true and correct
copies, and there are no amendments or modifications thereto except as
set forth in such documents.
(f) COMPLIANCE WITH LAWS. AOBO is and has been in compliance in all
material respects with all laws, regulations, rules, orders, judgments,
decrees and other requirements and policies imposed by any Governmental
Entity applicable to it, its properties or the operation of its
businesses.
(g) SEC FILINGS. AOBO has filed all periodic reports required to be
filed with the Securities and Exchange Commission and as of the date
hereof, is current in its filing obligations.
(h) FINANCIAL STATEMENTS AND TAX RETURNS. Copies of AOBO's audited
financial statements for the fiscal year ended December 31, 2005 and of
its tax return for the fiscal year 2004 have been delivered to
Lingfeng.
(i) LITIGATION. There is no suit, action or proceeding pending, or, to
the knowledge of AOBO, threatened against or affecting AOBO which is
reasonably likely to have a material adverse effect on AOBO, nor is
there any judgment, decree, injunction, rule or order of any
Governmental Entity or arbitrator outstanding against AOBO having, or
which, insofar as reasonably can be foreseen, in the future could have,
any such effect.
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(j) TAX RETURNS. AOBO has duly filed any tax reports and returns
required to be filed by it and has fully paid all taxes and other
charges claimed to be due from it by any federal, state or local taxing
authorities. There are not now any pending questions relating to or
claims asserted for, taxes or assessments asserted upon AOBO.
2.2 REPRESENTATIONS AND WARRANTIES OF LINGFENG. Lingfeng represents and
warrants to AOBO as follows:
(a) ORGANIZATION, STANDING AND POWER. Lingfeng is a corporation duly
organized, validly existing and in good standing under the laws of
China, has all requisite power and authority to own, lease and operate
its properties and to carry on its business as now being conducted, and
is duly qualified and in good standing to do business in each
jurisdiction in which the nature of its business or the ownership or
leasing of its properties makes such qualification necessary.
(b) CERTIFICATE OF INCORPORATION, BYLAWS AND MINUTE BOOKS. The copies
of the Certificate of Incorporation and of the other corporate
documents of Lingfeng which have been delivered to AOBO are true,
correct and complete copies thereof. The minute books of Lingfeng which
have been made available for inspection contain accurate minutes of all
meetings and accurate consents in lieu of meetings of the Board of
Directors (and any committee thereof) and of the shareholders of
Lingfeng since the date of incorporation and accurately reflect all
transactions referred to in such minutes and consents in lieu of
meetings.
(c) AUTHORITY. Lingfeng has all requisite power to enter into this
Agreement and, subject to approval of the proposed transaction by the
holders of 100% of its ownership which are entitled to vote to approve
the proposed transaction, has the requisite power and authority to
consummate the transactions contemplated hereby. Except as specified
herein, no other corporate or shareholder proceedings on the part of
Lingfeng are necessary to authorize the Acquisition and the other
transactions contemplated hereby.
(d) CONFLICT WITH AGREEMENTS; APPROVALS. The execution and delivery of
this Agreement does not, and the consummation of the transactions
contemplated hereby will not, conflict with, or result in any violation
of any provision of the Certificate of Incorporation or Bylaws of
Lingfeng or of any loan or credit agreement, note, mortgage, indenture,
lease, benefit plan or other agreement, obligation, instrument, permit,
concession, franchise, license, judgment, order, decree, statute, law,
ordinance, rule or regulation applicable to Lingfeng or its properties
or assets. No consent, approval, order or authorization of, or
registration, declaration or filing with, any Governmental Entity is
required by or with respect to Lingfeng in connection with the
execution and delivery of this Agreement by Lingfeng, or the
consummation by Lingfeng of the transactions contemplated hereby.
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(e) BOOKS AND RECORDS. Lingfeng has made and will make available for
inspection by AOBO upon reasonable request all the books of account,
relating to the business of Lingfeng. Such books of account of Lingfeng
have been maintained in the ordinary course of business. All documents
furnished or caused to be furnished to AOBO by Lingfeng are true and
correct copies, and there are no amendments or modifications thereto
except as set forth in such documents.
(f) COMPLIANCE WITH LAWS. Lingfeng is and has been in compliance in all
material respects with all laws, regulations, rules, orders, judgments,
decrees and other requirements and policies imposed by any Governmental
Entity applicable to it, its properties or the operation of its
businesses.
(g) LIABILITIES AND OBLIGATIONS. Lingfeng has no material liabilities
or obligations (absolute, accrued, contingent or otherwise) except (i)
liabilities that are reflected and reserved against on the Lingfeng
financial statements that have not been paid or discharged since the
date thereof and (ii) liabilities incurred since the date of such
financial statements in the ordinary course of business consistent with
past practice and in accordance with this Agreement.
(h) LITIGATION. There is no suit, action or proceeding pending, or, to
the knowledge of Lingfeng threatened against or affecting Lingfeng,
which is reasonably likely to have a material adverse effect on
Lingfeng, nor is there any judgment, decree, injunction, rule or order
of any Governmental Entity or arbitrator outstanding against Lingfeng
having, or which, insofar as reasonably can be foreseen, in the future
could have, any such effect.
(i) TAXES. Lingfeng has filed or will file within the time prescribed
by law (including extension of time approved by the appropriate taxing
authority) all tax returns and reports required to be filed with all
other jurisdictions where such filing is required by law; and Lingfeng
has paid, or made adequate provision for the payment of all taxes,
interest, penalties, assessments or deficiencies due and payable on,
and with respect to such periods. Lingfeng knows of (i) no other tax
returns or reports which are required to be filed which have not been
so filed and (ii) no unpaid assessment for additional taxes for any
fiscal period or any basis therefore.
(j) LICENSES, PERMITS; INTELLECTUAL PROPERTY. Lingfeng owns or
possesses in the operation of its business all material authorizations
which are necessary for it to conduct its business as now conducted.
Neither the execution or delivery of this Agreement nor the
consummation of the transactions contemplated hereby will require any
notice or consent under or have any material adverse effect upon any
such authorizations.
2.3 REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. By execution of
this Agreement, each of the SHAREHOLDERS represents and warrants to AOBO as
follows:
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(a) OWNERSHIP FREE AND CLEAR. The ownership of Lingfeng which he or she
owns are free and clear of any liens, claims, options, charges or
encumbrances of any nature.
(b) UNQUALIFIED RIGHT TO TRANSFER OWNERSHIPS. He or she has the
unqualified right to sell, assign, and deliver the portion of the
ownership of Lingfeng and, upon consummation of the transactions
contemplated by this Agreement, AOBO will acquire good and valid title
to such ownerships, free and clear of all liens, claims, options,
charges, and encumbrances of whatsoever nature.
(c) AGREEMENT AND TRANSACTION DULY AUTHORIZED. He or she is authorized
to execute and deliver this Agreement and to consummate the acquisition
transaction described herein. Neither the execution and delivery of
this Agreement nor the consummation of the transactions contemplated
hereby will constitute a violation or default under any term or
provision of any contract, commitment, indenture, other agreement or
restriction of any kind or character to which such SHAREHOLDER is a
party or by which such SHAREHOLDER is bound.
ARTICLE III
COVENANTS RELATING TO CONDUCT OF BUSINESS
3.1 COVENANTS OF LINGFENG AND AOBO. During the period from the date of
this Agreement and continuing until the Effective Time, Lingfeng and AOBO each
agree as to themselves (except as expressly contemplated or permitted by this
Agreement, or to the extent that the other party shall otherwise consent in
writing):
(a) ORDINARY COURSE. Each party shall carry on its respective
businesses in the usual, regular and ordinary course in substantially
the same manner as heretofore conducted.
(b) DIVIDENDS; CHANGES IN STOCK. No party shall (i) declare or pay any
dividends on or make other distributions in respect of any of its
capital stock, or (ii) repurchase or otherwise acquire, or permit any
subsidiary to purchase or otherwise acquire, any shares of its capital
stock.
(c) ISSUANCE OF SECURITIES. No party shall issue, deliver or sell, or
authorize or propose the issuance, delivery or sale of, any shares of
its capital stock of any class, any voting debt or any securities
convertible into, or any rights, warrants or options to acquire, any
such shares, voting debt or convertible securities.
(d) GOVERNING DOCUMENTS. No party shall amend or propose to amend its
Articles of Incorporation or Bylaws.
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(e) NO DISPOSITIONS. Except for the transfer of assets in the ordinary
course of business consistent with prior practice, no party shall sell,
lease, encumber or otherwise dispose of, or agree to sell, lease,
encumber or otherwise dispose of, any of its assets, which are
material, individually or in the aggregate, to such party.
(f) INDEBTEDNESS. No party shall incur any indebtedness for borrowed
money or guarantee any such indebtedness or issue or sell any debt
securities or warrants or rights to acquire any debt securities of such
party or guarantee any debt securities of others other than in each
case in the ordinary course of business consistent with prior practice.
3.2 OTHER ACTIONS. No party shall take any action that would or is
reasonably likely to result in any of its representations and warranties set
forth in this Agreement being untrue as of the date made (to the extent so
limited), or in any of the conditions to the Acquisition set forth in Article V
not being satisfied.
ARTICLE IV
ADDITIONAL AGREEMENTS AND RELATED TRANSACTIONS
4.1 RESERVED
4.2 ACCESS TO INFORMATION. Upon reasonable notice, AOBO and Lingfeng
shall each afford to the officers, employees, accountants, counsel and other
representatives of the other company, access to all their respective properties,
books, contracts, commitments and records and, during such period, each of AOBO
and Lingfeng shall furnish promptly to the other (a) a copy of each report,
schedule, registration statement and other document filed or received by it
during such period pursuant to the requirements of Federal or state securities
laws and (b) all other information concerning its business, properties and
personnel as such other party may reasonably request. Unless otherwise required
by law, the parties will hold any such information which is nonpublic in
confidence until such time as such information otherwise becomes publicly
available through no wrongful act of either party, and in the event of
termination of this Agreement for any reason each party shall promptly return
all nonpublic documents obtained from any other party, and any copies made of
such documents, to such other party.
4.3 LEGAL CONDITIONS TO ACQUISITION. Each of AOBO and Lingfeng shall
take all reasonable actions necessary to comply promptly with all legal
requirements which may be imposed on itself with respect to the Acquisition and
will promptly cooperate with and furnish information to each other in connection
with any such requirements imposed upon any of them or upon any of their related
entities or subsidiaries in connection with the Acquisition. Each party shall
take all reasonable actions necessary to obtain (and will cooperate with each
other in obtaining) any consent, authorization, order or approval of, or any
exemption by, any Governmental Entity or other public or private third party,
required to be obtained or made by AOBO or Lingfeng or any of their related
entities or subsidiaries in connection with the Acquisition or the taking of any
action contemplated thereby or by this Agreement.
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4.4 BOARD OF DIRECTORS AND OFFICERS. There should be no change in the
board of directors of Lingfeng before the Closing. Subsequent to the Closing,
AOBO has the rights to appoint new directors to the board of Lingfeng.
ARTICLE V
CONDITIONS PRECEDENT
5.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE ACQUISITION.
The respective obligations of each party to effect the Acquisition shall be
conditional upon the filing, occurring or obtainment of all authorizations,
consents, orders or approvals of, or declarations or filings with, or
expirations of waiting periods imposed by any governmental entity or by any
applicable law, rule, or regulation governing the transactions contemplated
hereby.
5.2 CONDITIONS TO OBLIGATIONS OF AOBO. The obligation of AOBO to effect
the Acquisition is subject to the satisfaction of the following conditions on or
before the Closing Date unless waived by AOBO:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of Lingfeng set forth in this Agreement shall be true and correct in
all material respects as of the date of this Agreement and (except to
the extent such representations and warranties speak as of an earlier
date) as of the Closing Date as though made on and as of the Closing
Date, except as otherwise contemplated by this Agreement, and AOBO
shall have received a certificate signed on behalf of Lingfeng by the
Chairman of Lingfeng and a certificate signed by each of the
SHAREHOLDERS to such effect.
(b) PERFORMANCE OF OBLIGATIONS OF LINGFENG. Lingfeng shall have
performed in all material respects all obligations required to be
performed by it under this Agreement at or prior to the Closing Date,
and AOBO shall have received a certificate signed on behalf of Lingfeng
by the President or the chief executive officer to such effect.
(c) CLOSING DOCUMENTS. AOBO shall have received such certificates and
other closing documents as counsel for AOBO shall reasonably request.
(d) SALES OF OWNERSHIPS. SHAREHOLDERS holding 100% of the ownership of
Lingfeng shall have executed this Agreement and consented to completion
of the acquisition transaction described herein.
(e) CONSENTS. Lingfeng shall have obtained the consent or approval of
each person whose consent or approval shall be required in connection
with the transactions contemplated hereby under any loan or credit
agreement, note, mortgage, indenture, lease or other agreement or
instrument, except those for which failure to obtain such consents and
approvals would not, in the reasonable opinion of AOBO, individually or
in the aggregate, have a material adverse effect on Lingfeng and its
subsidiaries and related entities taken as a whole upon the
consummation of the transactions contemplated hereby. Lingfeng shall
also have received the approval of its shareholders in accordance with
applicable law.
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(f) DUE DILIGENCE REVIEW. AOBO shall have completed to its reasonable
satisfaction a review of the business, operations, finances, assets and
liabilities of Lingfeng and shall not have determined that any of the
representations or warranties of Lingfeng contained herein are, as of
the date hereof or the Closing Date, inaccurate in any material respect
or that Lingfeng is otherwise in violation of any of the provisions of
this Agreement.
(g) PENDING LITIGATION. There shall not be any litigation or other
proceeding pending or threatened to restrain or invalidate the
transactions contemplated by this Agreement, which, in the sole
reasonable judgment of AOBO, made in good faith, would make the
consummation of the Acquisition imprudent. In addition, there shall not
be any other litigation or other proceeding pending or threatened
against Lingfeng, the consequences of which, in the judgment of AOBO,
could be materially adverse to Lingfeng.
5.3 CONDITIONS TO OBLIGATIONS OF LINGFENG. The obligation of Lingfeng
to effect the Acquisition is subject to the satisfaction of the following
conditions unless waived by Lingfeng:
(a) REPRESENTATIONS AND WARRANTIES. The representations and warranties
of AOBO set forth in this Agreement shall be true and correct in all
material respects as of the date of this Agreement and (except to the
extent such representations speak as of an earlier date) as of the
Closing Date as though made on and as of the Closing Date, except as
otherwise contemplated by this Agreement, Lingfeng shall have received
a certificate signed on behalf of AOBO by the President or the chief
executive officer to such effect.
(b) PERFORMANCE OF OBLIGATIONS OF AOBO. AOBO shall have performed in
all material respects all obligations required to be performed by it
under this Agreement at or prior to the Closing Date, and Lingfeng
shall have received a certificate signed on behalf of AOBO by the
Chairman or the chief executive officer to such effect.
(c) CLOSING DOCUMENTS. Lingfeng shall have received such certificates
and other closing documents as counsel for Lingfeng shall reasonably
request.
(d) CONSENTS. AOBO shall have obtained the consent or approval of each
person whose consent or approval shall be required in connection with
the transactions contemplated hereby.
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(e) DUE DILIGENCE REVIEW. Lingfeng shall have completed to its
reasonable satisfaction a review of the business, operations, finances,
assets and liabilities of AOBO and shall not have determined that any
of the representations or warranties of AOBO contained herein are, as
of the date hereof or the Closing Date, inaccurate in any material
respect or that AOBO is otherwise in violation of any of the provisions
of this Agreement.
(f) PENDING LITIGATION. There shall not be any litigation or other
proceeding pending or threatened to restrain or invalidate the
transactions contemplated by this Agreement, which, in the sole
reasonable judgment of Lingfeng, made in good faith, would make the
consummation of the Acquisition imprudent. In addition, there shall not
be any other litigation or other proceeding pending or threatened
against AOBO the consequences of which, in the judgment of Lingfeng,
could be materially adverse to AOBO.
ARTICLE VI
TERMINATION AND AMENDMENT
6.1 TERMINATION. This Agreement may be terminated at any time prior to
the Effective Time:
(a) by mutual consent of AOBO and Lingfeng;
(b) by either AOBO or Lingfeng if there has been a material breach of
any representation, warranty, covenant or agreement on the part of the
other set forth in this Agreement which breach has not been cured
within five (5) business days following receipt by the breaching party
of notice of such breach, or if any permanent injunction or other order
of a court or other competent authority preventing the consummation of
the Acquisition shall have become final and non-appealable; or
6.2 EFFECT OF TERMINATION. In the event of termination of this
Agreement by either Lingfeng or AOBO as provided in Section 6.1, this Agreement
shall forthwith become void and there shall be no liability or obligation on the
part of any party hereto. In such event, all costs and expenses incurred in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party incurring such expenses.
6.3 AMENDMENT. This Agreement may be amended by mutual agreement of
AOBO, Lingfeng and the SHAREHOLDERS, provided that in the case of AOBO and
Lingfeng, any such amendment must authorized by their respective Boards of
Directors, and to the extent required by law, approved by their respective
shareholders. Any such amendment must be by an instrument in writing signed on
behalf of each of the parties hereto.
6.4 EXTENSION; WAIVER. At any time prior to the Effective Time, the
parties hereto, by action taken or authorized by their respective Board of
Directors, may, to the extent legally allowed, (a) extend the time for the
performance of any of the obligations or other acts of the other parties hereto,
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(b) waive any inaccuracies in the representations and warranties contained
herein or in any document delivered pursuant hereto and (c) waive compliance
with any of the agreements or conditions contained herein. Any agreement on the
part of a party hereto to any such extension or waiver shall be valid only if
set forth in a written instrument signed on behalf of such party.
ARTICLE VII
GENERAL PROVISIONS
7.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. All of the
representations, warranties and agreements in this Agreement or in any
instrument delivered pursuant to this Agreement shall survive the Effective Time
for a period of three years from the date of this Agreement.
7.2 NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed given if delivered personally, telecopied (which is
confirmed) or mailed by registered or certified mail (return receipt requested)
to the parties at the following addresses (or at such other address for a party
as shall be specified by like notice):
(a) If to AOBO:
Xx. 000 Xxxxx Xxxx
Xxxxxxx Xxxxxxxx
Xxxxxx, Xxxxx
(x) If to Lingfeng:
00 Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx
Xxxxxxx
Xxxxx
(c) If to the SHAREHOLDER, at the addresses of Lingfeng.
7.3 INTERPRETATION. When a reference is made in this Agreement to
Sections, such reference shall be to a Section of this Agreement unless
otherwise indicated. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or interpretation of
this Agreement. Whenever the words "include", "includes" or "including" are used
in this Agreement, they shall be deemed to be followed by the words "without
limitation". The phrase "made available" in this Agreement shall mean that the
information referred to has been made available if requested by the party to
whom such information is to be made available.
7.4 COUNTERPARTS. This Agreement may be executed in two or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when two or more counterparts have been signed by each of
the parties and delivered to the other parties, it being understood that all
parties need not sign the same counterpart. This English version is just a
reference, if there is any conflict in meaning between the English language
version and Chinese language version of this Agreement, the Chinese version
shall prevail
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7.5 ENTIRE AGREEMENT; NO THIRD PARTY BENEFICIARIES; RIGHTS OF
OWNERSHIP. This Agreement (including the documents and the instruments referred
to herein) constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to the
subject matter hereof, and is not intended to confer upon any person other than
the parties hereto any rights or remedies hereunder.
7.6 GOVERNING LAW. This Agreement shall be governed and construed in
accordance with the laws of the State of Nevada without regard to principles of
conflicts of law. Each party hereby irrevocably submits to the jurisdiction of
any Nevada state court or any federal court in the State of Nevada in respect of
any suit, action or proceeding arising out of or relating to this Agreement, and
irrevocably accept for themselves and in respect of their property, generally
and unconditionally, the jurisdiction of the aforesaid courts.
7.7 NO REMEDY IN CERTAIN CIRCUMSTANCES. Each party agrees that, should
any court or other competent authority hold any provision of this Agreement or
part hereof or thereof to be null, void or unenforceable, or order any party to
take any action inconsistent herewith or not to take any action required herein,
the other party shall not be entitled to specific performance of such provision
or part hereof or thereof or to any other remedy, including but not limited to
money damages, for breach hereof or thereof or of any other provision of this
Agreement or part hereof or thereof as a result of such holding or order.
7.8 PUBLICITY. Except as otherwise required by law or the rules of the
SEC, so long as this Agreement is in effect, Lingfeng shall issue or cause the
publication of any press release or other public announcement with respect to
the transactions contemplated by this Agreement without the written consent of
AOBO.
7.9 ASSIGNMENT. Neither this Agreement nor any of the rights, interests
or obligations hereunder shall be assigned by any of the parties hereto (whether
by operation of law or otherwise) without the prior written consent of the other
parties. Subject to the preceding sentence, this Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.
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IN WITNESS WHEREOF, this Acquisition Agreement has been signed by the
parties set forth below as of the date set forth above.
AMERICAN ORIENTAL BIOENGINEERING INC.
By: /S/ XXXXXX XXX
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Xxxxxx Xxx, Chief Executive Officer
Date: April 18, 2006
GUANGXI LINGFENG PHARMACEUTICAL COMPANY LIMITED
By: /S/ XXXXXXXXX XX
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Xxxxxxxxx Xx, Chairman of the board of directors
Date: April 18, 2006
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