Merger & Acquisition Agreement-Supplementary Agreement
Merger & Acquisition Agreement-Supplementary Agreement
Party A: Xxxx Xxxxxxxxx (shareholder of Party B)
ID No.: 370306197403283018;
Party B: Zibo Hongmao Pharmaceutical Sales Co., Ltd.
Party C: Shandong Global Pharm Co., Ltd.
Merger & Acquisition Agreement: The Merger & Acquisition Agreement signed by Party A, Party B and Party C on May 24, 2011
Whereas:
Party A, Party B and Party C have entered the merger & acquisition agreement on Party C fully acquiring Party B on May 20, 2011. Through negotiation of three parties, matters unmentioned in the former merger & acquisition agreement has been supplemented and entered the supplementary agreement, which shall be observed by all parties.
Article 1 Benefit transfer day:
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Party A, Party B and Party C agree that May 31, 2011 is the benefit transfer day of Party B. On the benefit transfer day, Party A shall transfer the management right, operating right, relevant seals, financial seal, contract seal and bank account seal of Party B to Party C or the person designated by Party C. After the benefit transfer day, Party C has the full disposal right to Party B’s assets, liabilities and benefits, and assumes the operation, management and the relevant legal risk of Party B.
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Article 2 M&A payment:
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Through negotiation, except for RMB 6 million registered capital paid by Party C to Party A agreed in Article 1 and 2 of the former merger and acquisition agreement, Party C shall pay RMB 2 million to Party A as the network compensation for Party C acquiring Party B within 30 working days after the benefit transfer day. All shareholders of Party A shall unconditionally lend 50% of the network compensation to Party B as the supplement working capital of Party B within 3 working days after receiving the network compensation. Party B shall fully repay it to Party A at the expiration date of the borrow money in the next year.
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The amendment of the Supplementary Agreement shall be negotiated by three parties and entered the written amendment agreement.
Article 4 Applicable laws and dispute solution
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The Supplementary Agreement is governed by the related laws and regulations of the People’s Republic of China.
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Any dispute or disagreement aroused by the Supplementary Agreement or related to the Supplementary Agreement shall be solved by the partied concerned through friendly negotiation; if the negotiation fails, it shall be solved by the court through lawsuit.
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Article 5 Others
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The Supplementary Agreement shall come into force after being signed by the parties concerned.
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The Supplementary Agreement has six copies, with each party holding two respectively, covering equal legal force.
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This page is intentionally left blank without body text, for signature only.
Parties concerned:
Party A: Xxxx Xxxxxxxxx (shareholder of Party B)
Party B: Zibo Hongmao Pharmaceutical Sales Co., Ltd.
Representative: Xxxx Xxxxxxxxx
Party C: Shandong Global Pharm Co., Ltd.
Representative: Song Yanliang
Signing place: Jinan City of Shandong Province
Signing date: May, 25, 2011
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