Summary English Translation Framework Agreement
Exhibit
10.32
Summary
English Translation
Party A:
Jilin Province Yongxin Chain Drugstore Ltd.
Party B:
Xxxxx Xxxx
This
Agreement is entered into by and between Party A and Party B in connection with
consolidation of Party B’s company based upon the principle of
equality.
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I.
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Party
A and Party B agree to conduct a consolidation of 12 Baokang retail stores
and clinics and establish a new company (“New Company”) in order to
further develop the drug retail market in Jilin
Province.
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II.
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Party
B guarantees that Party B validly and fully holds the disposal rights of
such retail stores and clinics to be transferred to Party A and that there
is no mortgage, pledge, security or any third-party claim or potential law
suit over such retail stores and clinics. Party B further guarantees that
the basic information of the retail stores and clinics that Party B has
provided to Party A is true and complete. Otherwise, Party B shall bear
all the relevant liabilities
herein.
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III.
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Party
A shall pay RMB 8,520,000 in connection with the consolidation, RMB
5,540,000 of which shall be the payment for 65% of the shares of Baokang.
Meanwhile, the parties will increase Baokang’s capital by RMB 4,585,000 by
contributing according to the parties’ percentage of shareholding (Party A
holds 65% shares and Party B holds 35% shares), i.e. Party A shall
contribute RMB 2,980,000 and Party B shall contribute RMB 1,600,000. The
newly increased capital will be used in the development of retail business
in Jilin Province of the New
Company.
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IV.
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The
New Company shall be legally established and shall be independent from any
interference in terms of operation and accounting. The New Company shall
bear its own profit and loss. The profit of the New Company shall be
distributed according to the proportion of investment by each
shareholder.
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V.
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The
capital of the New Company shall be RMB
6,920,000.
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VI.
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The
percentage of shareholding of the New Company will be as
follows:
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Party A:
65%
Party B:
35%
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VII.
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Date
of Capital Increase
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1.
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Party
A shall start working on the capital increase from May 31,
2008.
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2.
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To
ensure the performance of this Agreement and protect the interest of Party
B, Party A agrees to pay a deposit of RMB 500,000 to Party B within 15
days from the execution date of this
Agreement.
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VIII.
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Breach
of Agreement
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If Party
A fails to complete the payment of the agreed capital contribution within the
time provided by this Agreement, Party A shall not get the refund of the
deposit.
If
Party A discovers any omission or misrepresentation in the documents, data, or
other materials provided by Party B, Party A has the right to request an
explanation from Party B and unilaterally terminate the Agreement. In this case,
Party B shall return the deposit without any condition.
If Party
B unilaterally terminates the Agreement, Party B shall pay double the amount of
the deposit to Party A.
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IX.
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Party
B guarantees that Party B’s execution of this Agreement has been
authorized by all shareholders of
Baokang.
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X.
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The
chairman of the board of directors and the financial officers of the New
Company shall be appointed by Party A; the general manager shall be
appointed by Party B.
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XI.
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All
shareholders of the New Company shall comply with the Bylaws of the New
Company and Corporate Laws and other relevant rules and regulations to
perform its rights and duties.
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XII.
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Any
unsettled matters shall be executed into a supplemental agreement by both
parties through further consultation. The supplement agreement shall have
the same effect of this Agreement.
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XIII.
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Force
Majeure
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If this
Agreement is rendered unable to be performed by any event of force majeure, it
shall be voided automatically.
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XIV.
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Dispute
Resolution: any dispute arising from the performance of this Agreement may
be resolved through litigation in court at the location of any
party.
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XV.
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This
Agreement is executed into four duplicates. Each party shall hold two
duplicates.
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Party A:
Jilin Province Yongxin Chain Drugstore Ltd. (Seal)
Party B:
Xxxxx Xxxx (Signature)
Date: May
15, 2010