CHINA HEALTH HOLDING, INC.
(CHHH: OTCBB NASDAQ)
ACQUISITION LETTER OF INTENT
FOR ACQUISITION OF 51% or more of
Xi'an Chunhui Pharmaceuticals Co. Ltd.
Nov.28th, 2006
This letter of intent confirms our agreement on the intent of China Health
Holding, Inc. (CHHH: OTCBB NASD) proposed acquisition of 51% OR MORE OF Xi'an
Chunhui Pharmaceuticals Co. Ltd. Each party understands and agrees that
preparation and execution of formal, comprehensive definitive acquisition
agreements is required, containing the legal and financial terms as both parties
might agree following good faith negotiation. This letter of intent may be
executed in three counterparts, each of which shall be deemed an original for
all purposes.
1. "Party A": Xi'an Chunhui Pharmaceuticals Co. Ltd. , having a business
address at Xxxxx 0 Xxxxx Xx, Xx'xx Xx-xxxx Xxxxxxxxxx Development Zone, XiAn,
Shaanxi Province, P.R.China (referred to as "Party A", hereafter),
2. "Party B": CHINA HEALTH HOLDING INC. (USA NASD OTCBB: CHHH), having
Business Address at 000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, XX
00000-0000 XXX And * Canada Address:XXXX XXXXX, Xxxxx 000 - 000 Xxxxxxx Xxxxxx,
Xxxxxxxxx, XX, Xxxxxx X0X 0X0* and MAILING Address for Corporate
Correspondences: C/CCHINA HEALTH HOLDING INC.: PO Box #48610 - 000 Xxxxxxx
Xxxxxx Xxxxxxxxx XX Xxxxxx X0X 0X0 (referred to as "Party B", hereafter).
In the spirit of mutual benefits and long term growth and expansion globally of
both parties, through friendly and sincere discussion and negotiation, Party A
and Party B has mutually agreed to reach the following "LETTER OF INTENT" for
acquisition and merger of Xi'an Chunhui Pharmaceuticals Co. Ltd., by China
Health Holding Inc.
A. Both Parties have strong intent and mutual support for co-operation and
accomplishment of acquisition and merge of Xi'an Chunhui Pharmaceuticals Co.
Ltd., by China Health Holding Inc.(CHHH: OTCBB NASD).
B. Party A legally agrees to offer Party B (or it's Nominee) with full legal
"FIRST REFUSAL RIGHTS" and legal "exclusive rights" for further acquisition and
merge of 51% or more Xi'an Chunhui Pharmaceuticals Co. Ltd. in next 12 months by
China Health Holding, Inc.
C. Party A agrees to provide Party B within approximately 60 days after signing
this "Letter of Intent" with all necessary supporting documents for the purpose
of legal due diligence and audited financial statements (2004/2005/3Q, Ending
Sep30,2006) for further completion of 51% or more acquisition of Xi'an Chunhui
Pharmaceuticals Co. Ltd., by China Health Holding, Inc. on the basis for
mutually fully legally compliances with P.R. China Laws and Regulations and USA
SEC rules and NASD rules.
D. Both parties agree that the detailed Party A's valuation, acquisitions legal
transactions processing, schedules and payments details will be legally defined
by Party A and Party B in further "Definitive Acquisition Agreement", along with
Party A's Two (2) Year Audited Financial Statements and Legal Due Diligent
Documents and Financial, Legal Evaluations.
E. Party A and Party B agree that they shall start as soon as possible the due
diligence process and on the basis of its results further negotiation for the
definition of detailed terms of the definitive acquisition agreement for
Acquisition of 51% or more Xi'an Chunhui Pharmaceuticals Co. Ltd. by China
Health Holding Inc. Both parties agree to make available and grant access to any
corporate or financial information as is reasonably necessary to conduct a due
diligence review. Both parties shall take reasonable good faith efforts promptly
to provide the other party or its counsel such documents as may reasonably be
requested in writing. All rights and obligations of the parties will be subject
to negotiation and execution of a definitive acquisition agreement among the
parties and completion of the due diligence and other matters set forth above
and further.
The effective date of this Letter Of Intent will be on Nov.28th 2006 as both
parties are legally agreed and signed as below:
"Party A" (The "Target"):
Xi'an Chunhui Pharmaceuticals Co. Ltd.
Agreed and Signed and Sealed by:
/s/ Xxxxx Xxxx
The President/CEO : Xxxxx Xxxx, an authorized signatory
Xi'an Chunhui Pharmaceuticals Co. Ltd.
Suite 1 Huoju Lu, Xi'an Hi-tech Industrial Development Zone
Xi'an, Shaanxi province, P.R.China
Address:
Date: Nov.28. 2006
And
"Party B" (The "Acquirer)
Agreed and Signed by
/s/ Xxxx, Xxxxxxxx
Xx. Xxxx, Xxxxxxxx, an authorized representative Date: Nov. 28th., 2006
/s/ Xxxxxxxx Xx
Xxxxxxxx Xx, an authorized Signatory
The Chairman of Board and The Chief Executive Officer
CHINA HEALTH HOLDING INC.(USA NASD OTCBB: CHHH)
Nov.28th , 2006
Business Address
000 Xxxxxxxxxx Xxxxxx Xxxxx, Xxxxx 000,
Xxx Xxxxx, XX 00000-0000 XXX
