Share Exchange Supplemental Agreement December 2009
EXHIBIT
10.1
December 2009
Party A:
Niusule Biotech Corp.
Party B:
Tianjin Behigh Pharmaceutical Co., Ltd
Party C:
Mr. Xxxxxx Fan
Based on
the Share Exchange Agreement signed on Dec.28th.2009,
the Parties have reached an supplemental agreement through friendly consultation
as following:
1. Party
B shall provide the audited financial report for the fiscal year 2008 and 2009
which should be audited by qualified auditing firm which approval by the Chinese
Government.
2. Based
on the sales revenue of 2009 which is about RMB 30 million (5% net income)
expected by Party B, Party A doubles it to RMB 60 million as Party B’s company
asset and acquires 45% equity interest of Party B which is hold by
Mr. Xxxxxx Fan.
3. Since
the date of agreement signed, Party C is responsible for the operation and
management of Party B and ensures that the sales revenue will be over RMB 34
million each year in the next 3 years, with which the net profit increased by
15-20%.
4. Party
C shall complete the delivery and other associated procedures in China within
one month after the execution of the agreement and transfer 45% equity of Party
B to Niusule Bio-engineering (Hangzhou) Co.,Ltd which is Party A’s wholly-owned
subsidiary. The expense shall be covered by Party C.
5. Party
A shall file with SEC and complete the delivery and other associated procedures
in U.S. within one month after the execution of the agreement. The expense shall
be covered by Party A. Party A shall transfer 8,000,000 shares of common stock
to Party C and the expense shall be covered by Party C.
6. Party
B shall provide the audited financial report for the fiscal year 2009 before
January25th ,2010.
Party B shall submit the financial statements to Party A within 10 days after
the end of each month.
7. Party
A shall submit financial statements to SEC on time after the end of each
quarter.
8. If
major events occurred for Party B, Party B shall inform Party A 5 days in
advance. The event can not be disclosed to the public until Party A files 8-k
with SEC.
9. If
major events occurred for Party A, Party A shall inform Party B in advance. The
event can not be disclosed to the public until Party A files 8-k with
SEC.
10. Party
B appoints Mr. Xxxxxx Fan to join the Board of Directors of Party A and shall
provide his resume to Party A to file with SEC. Party A shall inform Party B the
time and address of the board meeting 15 days in advance, Party B shall
participate actively.
11. Party
A appoints Xx. Xxxxxxx Xx to join the Board of Directors of Party B and shall
provide his resume to Party B to file with Industrial and Commercial Bureau.
Party B shall inform Party A the time and address of the board meeting 15 days
in advance.
12. Party
A shall not involve in daily business activities of Party B. The
implementation of the agreement is governed by the Board of
Directors.
13. Party
B will not involve in daily business activities of Party A. The
implementation of the agreement is governed by the Board of
Directors.
14. Party
A and Party B should provide true and valid financial statements and related
information; if there is any artificial or fake, the provider shall bear all
legal responsibilities and economic compensation.
15. Mr.
Xxxxxx Fan ensures that after he receive 8,000,000 shares of common stock from
Niusule, he will not transfer more than 750,000 shares in 2010 and 500,000
shares in 2011.
16. After
delivery, Party A applies to be up listed to either of the U.S. main board of
the stock market (Nasdaq, Amex or NYSE) while Party B shall provide the
audited financial report and related document according to the agreement. If
Party A fails to apply for up listing within 6 months, Party C shall have the
right to ask for the return of his equity at the original price. Party
A shall compensate Party C the actual costs happened from
December 2009 till the date Party C submit request which shall be
based on the actual amount of the notes of the additional tax paid and other
fees.
17.
During the above application, if Party B does not submit the financial
statements and related documents on time, or provides invalid data, Party A
shall have the right to ask for the return of shares at the original
price.
18. Party
C is responsible for the operation and management of Party B, and after the
achievement of the above third term, Party C shall have the right to repurchase
5% equity of Party B from Party A at the original price.
This
supplemental agreement has the same legal effects as the Share Exchange
Agreement.
|
Party A:
Niusule Biotech Corp.
Chairman:
Xxxxxxx Xx
Date:
12/28/2009
|
Party
B: Tianjin Behigh Pharmaceutical Co., Ltd
Legal
Representative: Peisong Fan
Date:
12/28/2009
|
Party C:
Peizhu Fan
Date:
12/28/2009
