EXHIBIT 10.7
AGREEMENT
THIS AMENDING AGREEMENT (this "agreement"), is entered into as of the December
31, 2004, by and among: (i) Zhu Gang ("Stockholder Zhu") as the shareholder of
Suzhou Hengyi Pharmaceutical Feedstock Co., Ltd. ("Suzhou Hengyi"), (ii) ▇▇▇▇
▇▇▇▇▇▇ ("Stockholder Zhou") as the shareholder of Suzhou Hengyi Pharmaceutical
Feedstock Co., Ltd. and (iii) China Biopharmaceuticals Holdings Inc. ("CBH").
Shareholder Zhu, Shareholder Zhou and CBH are referred to collectively as the
"Parties".
WHEREAS, Suzhou Hengyi Pharmaceutical Feedstock Co., Ltd. and CBH signed a Share
Purchase Agreement ("Agreement") on September 29, 2004 to form a joint venture
company (the "Company").
WHEREAS, Stockholder Zhu and Stockholder Zhou own 100% ownership of Suzhou
Hengyi.
WHEREAS, Suzhou Hengyi and CBH have determined that the amending Agreement
signed by all Parties is advisable and in the best interest of their respective
companies and stockholders.
NOW THEREFORE, on the stated premises and for and in consideration of the mutual
covenants and agreements hereinafter set forth and the mutual benefits to the
Parties to be derived herefrom, it is hereby agreed as follows:
1. For accommodating the regulation of registration bureau in China and for
achieving long-term financial benefits of the Suzhou Hengyi, the ownership
of the Suzhou Hengyi held by CBH increases from 51% to 75.706%. Stockholder
Zhu and Stockholder Zhou have its combine shares of the Company decreases
from 49% to 24.294%, 12.147% and 12.147% respectively.
2. The above Changes in percentage of the ownership of Suzhou Hengyi will not
require CBH to inject any cash to Suzhou Hengyi or issue any new shares to
Stockholder Zhu and Stockholder Zhou other than the cash and shares
described in the share purchase agreement on September 29, 2004 signed by
CBH, Stockholder Zhu and Stockholder Zhou.
/S/ Zhu Gang
------------------------
Zhu Gang
/s/ ▇▇▇▇ ▇▇▇▇▇▇
------------------------
▇▇▇▇ ▇▇▇▇▇▇
------------------------
China Biopharmaceuticals Holdings Inc.