SALES AND PURCHASE AGREEMENT FOR ACQUISITION OF REVEILER SKIN PRO LIMITED DATED FEBRUARY 21, 2007
Exhibit
10.1
SALES
AND
PURCHASE AGREEMENT FOR ACQUISITION
OF
REVEILER SKIN PRO LIMITED DATED FEBRUARY 21, 2007
THIS
AGREEMENT is
made
on February
21, 2007
BETWEEN
(1) Golden
Health Holdings, Inc., a
listed
company duly incorporated in Nevada,
USA with
limited liability and whose registered office is at [˙] (hereinafter
the "Party A");
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(2)
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Reveiler
Skin-Pro Limited, a Hong Kong corporation with limited liability
(hereinafter the “Company”) whose registered office is at 11/F, Xxx Xxxx
House, 0 Xxxxxxx Xxxxxxxx, Xxxxxxxx Xxx, Xxxx Xxxx and 100% owned
by Xx.
Xxx Xxx Xxxxx XXXX (hereinafter the "Party B") and Xx. Xxxx XXX
(hereinafter the "Party C", together with Party B, collectively as
"Vendors").
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WHEREAS
the Company is carrying on a beauty centre at the address of 11/F., Xxx Xxxx
House, 0 Xxxxxxx Xxxxxxxx, Xxxxxxxx Xxx ,Xxxx Kong (hereinafter the "Beauty
Cenrtre");
WHEREAS
the Parties have entered into discussions and agreed the following regarding
the
beneficial interests of share of the Company. The Parties also agreed that
in
case the context of this Agreement will contravene the relevant laws and
regulations in the Hong Kong Special Administrative Region of China (hereinafter
“Hong Kong”), the Parties will amend or revise this Agreement or enter into
further supplemental agreement(s) according to the spirit of this
Agreement.
NOW,
THEREFORE, the Parties agree as follows:
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1.
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The
Vendors agree to sell 100 per cent share of the company to Party
A to
exchange for 2,400,000 shares of common stock of Party A (which is
equivalent to about 10 per cent of total issued shares of Party A)
at par
value of US$0.001 per share (the "Consideration Shares") which is
to be
issued on or before March 31, 2007 (the "Closing
Date").
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2.
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Party
A agrees that not less than 2,400,000 shares or 10 per cent of total
issued shares shall be issued to the Vendors (1,200,000 shares each
to
Party B and C respectively) upon the issuance of proper transfer
of title
documents of the total issued and outstanding stock in the Company
from
the Stamp Duty Office in Hong Kong.
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3.
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The
Vendors contemplates the expenditure of substantial time and money
in
connection with the preparation of unaudited financial statements
from the
date of commencement of business of the Beauty Centre in July 2006
up to
December 31, 2006. Accordingly, before the Closing Date, Party A
shall not
directly or indirectly, issue any new shares of its common stock
without
the prior written consent from the
Vendors.
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4.
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Party
A shall appoint Xx. Xxxxx Xxx XXX as a director of Party A upon completion
of this Agreement.
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5.
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IN
WITNESS WHEREOF, this Agreement has been executed as of the day and year first
above written.
By:
/s/
Xxx XXX
_______________________________________________________
Xx.
Xxx
XXX, CEO, for and on behalf of Golden Health Holdings, Inc.
By:
/s/
Xxxxx Xxx Xxx XXXX
_______________________________________________________
Xx.
Xxxxx
Xxx Xxx XXXX
By:
/s/
Xxxx XXX
_______________________________________________________
Xx.
Xxxx
XXX
