Shares Repurchase Agreement
Exhibit 10.9
Party
A：Guangxi
Liuzhou Baicaotang Medicine Ltd.
Legal
Representative：Tang
Huitian
Party
B：Liuzhou
Baicaotang Property Management Co., Ltd
Legal
Representative：Xxx
Xxxxxx
Whereas,
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(1)
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Party
A and Party B entered into the Shares Transfer Agreement on April 1, 2008
in respect that Party A transferred 51% equity it held in Guangxi Liuzhou
Baicaotang Medicine Retail Ltd. (“BCT Retail Share” and
“BCT Retail”) to
Party B;
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(2)
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Party
A and Party B both agree that Party A should have the right of preemption
to repurchase the BCT Retail
Equity.
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Party A
and Party B hereby enter into the following Shares Repurchase Agreement (“Agreement”):
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1.
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Within
ten (10) years after the Share Transfer Agreement was executed by the
parties (“Repurchase
Period”), Party A should have the preemption right to repurchase
the BCT Retail Share from Party B under any circumstances (“Right of
Preemption”).
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2.
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During
the Repurchase Period, Party B shall not transfer BCT Retail Share to any
third party without Party A’s written declaration of giving up the Right
of Preemption as provided herein.
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3.
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Party
A may repurchase BCT Retail Share from Party B at the timing negotiated by
Party A and Party B, or under the conditions that the law permit a
commercial wholly foreign-owned enterprise to own more than 30
chains.
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4.
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Party
B shall, upon Party A’s request, assist Party A to handle all matters in
respect of repurchase and complete the change of registration with
competent Authority of Industry and Commercial within the terms as
required by Party A.
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5.
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The
consideration of the BCT Retail Share repurchased by Party A shall be no
more than 51% of the BCT Retail’s registered capital at the time of
repurchase happens.
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6.
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In
case Party B fails to handle the matters as provided herein, it shall take
the responsibility of breach. Party B shall continue to handle
all matters concerning repurchase as required by Party A within the term
and pay the remedy to Party A at 10% of total amount of the
consideration.
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1
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7.
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Any
dispute arising out of the performance of this Agreement shall be mutually
negotiated between the parties. When failing to get a
consistent settlement, any party may submit such dispute to the People’s
Court of Liunan District, Liu Zhou City for
determination.
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8.
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The
terms and conditions set forth in herein should not be modified unless
written agreed by the parties.
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9.
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This
agreement is made in four counterparts with each party holding two
copies. This Agreement shall become binding in the date signed
by the Parties.
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Party
A: Guangxi Liuzhou Baicaotang Medicine Ltd.
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Legal
Representative：
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Date:
July 31, 2008
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Party
B: Liuzhou Baicaotang Property Management Co., Ltd
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Legal
Representative：
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Date:
July 31, 2008
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2
