English Translation) STOCK TRANSFER AGREEMENT
Exhibit
2.1
(English
Translation)
Party
A: Heilongjiang
Weikang Bio-Technology Group Co., Ltd.
Party
B: Tianfang (Guizhou)
Pharmaceutical Co., Ltd.
Tri-H Trade (U.S.A.) Co.,
Ltd.
Beijing Shiji Qisheng Trading Co.,
Ltd.
In
consideration of Party B’s commendable manufacturing and management practices,
its depth of production experience, and its available advanced equipments,
facilities and specialized technologies, all of which conforms to Party A’s
investment requirements, the parties hereto enter into the following agreement
for acquisition after consultations:
1. Party
A shall acquire 100% of the issued and outstanding stock of Tianfang (Guizhou)
Pharmaceutical Co., Ltd. for $15 million, including 25.4% owned and held by
Tri-H Trade (U.S.A.) Co., Ltd., and 74.6% owned and held by Beijing Shiji
Qisheng Trading Co., Ltd.
2. Payment
Term: The refundable deposit made prior to this Agreement for purpose of due
diligence in the amount of $3 million shall, after completion of the due
diligence, be applied to the acquisition price, an additional $2
million is to be paid within 90 days of this Agreement, and the balance of
the purchase price is to be paid in full within 12 months of this
Agreement.
3. Payment
Method: US Dollar.
4. After
the completion of the acquisition, Party A shall have all the rights and
privileges, and shall assume all liabilities, of a shareholder.
5. Each
party hereto shall be liable for payment of such taxes as imposed by the
State.
6. Party
A shall be liable for all expenses relating to the stock transfer and the
attendant registrations and certifications thereto. Party B shall assist with
all such registration and certification proceedings.
7. After
the completion of the acquisition, the newly designated wholly foreign owned
enterprise shall carry all the liabilities of the original Sino-foreign owned
enterprise.
8. Any
dispute arising from this Agreement shall be resolved by the China International
Economic and Trade Arbitration Commission.
9. This
Agreement shall have four originals, with each party hereto holding
two.
10. This
Agreement shall become effective upon execution by the parties
hereto.
Party
A:
[Corporate
Seal of Heilongjiang Weikang Bio-Technology Group Co., Ltd.]
Party
B:
/s/ XXXXX
Xxxxxxx /s/
FANG Yishan
/s/ YUAN
Jingchun /s/
XXXX Xxxxxxx
[Corporate
Seal of Tri-H Trade (U.S.A.) Co., Ltd.]
[Corporate
Seal of Beijing Shiji Qisheng Trading Co.,
Ltd.]
