English Translation) Equity Interest Transfer Agreement
Exhibit
2.2
(English
Translation)
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Party
A:
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Sinary
Bio-Technology Holdings Group, Inc.
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Address:
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State
of Nevada, USA
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Authorized
Representative:
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Xxxxx
Xxxx
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Party
B:
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Xxx
Xxxx
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Address:
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Xx.
0, Xxxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxx
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Party
C:
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Xxx
Xxxx
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Address:
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Xx.
00, Xxxxxx Xxxx, Xxxxxxxx 0, Xx. 0, Xxxxxx District,
Harbin
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Based
on
the optimal manufacturing and management practices of Heilongjiang Weikang
Bio-Technology Group Co., Ltd. (“Weikang”), and in consideration of Party B’s
wealth of experience in production management and investment in advanced
equipment, facilities and technology, all of which conform with Party A’s
investment requirements, the parties enter into agreement after repeated
negotiations as follows:
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1.
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The
parties jointly agree that Party A shall acquire 100% of the equity
interests of Weikang for the sum of XXX 00 million as follows: Party
B
agrees to transfer all of his interests in Weikang, equivalent to
95% of
the registered capital (RMB 54.15 million), inclusive of all rights
and
obligations, to Party A for RMB 54.15 million; and Party C agrees
to
transfer all of his interests in Weikang, equivalent to 5% of the
registered capital (RMB 2.85 million), inclusive of all rights and
obligations, to Party A for RMB 2.85
million.
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2.
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Term
of Payment: the purchase price are payable within 3 months from the
issuance date of the Foreign Invested Enterprise Business License,
which
may be extended for up to an additional nine months subject to government
approval.
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| 3. |
Method
of Payment: Cash Money in United States
Dollars.
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4.
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Party
A shall have the rights and obligations as required and set forth
in the
bylaws for a foreign investment enterprise.
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5.
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The
parties shall pay applicable state mandated taxes.
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6.
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The
newly established foreign investment enterprise after the transfer
of the
registered capital shall succeed all of the debts and liabilities
of the
original company.
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7.
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Any
legal issue or dispute shall be resolved by China International Economic
and Trade Arbitration Commission.
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8.
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This
agreement shall be in four copies, with one copy to each of Party
A, B and
C, and one copy to the economic cooperation agency validating the
transaction.
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9.
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This
agreement shall take effect upon signing by each of Party A, B and
C.
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10.
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This
agreement is entered into as of October 25, 2007, at the Economic
and
Technology Development Zone in the City of Shuangcheng.
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Party
A:
/s/
Xxxxx
Xxxx
Party
B: /s/
Xxx
Xxxx
Party
C: /s/
Xxx
Xxxx
October
25, 2007
