Merger & Acquisition Agreement-Supplementary Agreement
Party A: Lv Xinjuan ID No. 370831198208100763;
Kong Lingjin ID No. 370831198210100711;
Party B: Taian Senlin Pharmaceutical Co., Ltd.
Party C: Shandong Global Pharm Co., Ltd.
Merger & Acquisition Agreement: The Merger & Acquisition Agreement signed by Party A, Party B and Party C on May 24, 2011
Whereas:
Party A, Party B and Party C have entered the merger & acquisition agreement on Party C fully acquiring Party B on May 20, 2011. Through negotiation of three parties, matters unmentioned in the former merger & acquisition agreement has been supplemented and entered the supplement agreement, which shall be observed by all parties.
Article 1 Benefit transfer day:
|
1.
|
Party A, Party B and Party C agree that May 31, 2011 is the benefit transfer day of Party B. On the benefit transfer day, Party A shall transfer the management right, operating right, relevant seals, financial seal, contract seal and bank account seal of Party B to Party C or the person designated by Party C. After the benefit transfer day, Party C has the full disposal right to Party B’s assets, liabilities and benefits, and assumes the operation, management and the relevant legal risk of Party B.
|
Article 2 M&A payment:
|
1.
|
Through negotiation, except for RMB 5 million registered capital paid by Party C to Party A agreed in Article 1 and 2 of the former merger and acquisition agreement, Party C shall pay RMB 2 million to Party A as the network compensation for Party C acquiring Party B within 30 working days after the benefit transfer day. All shareholders of Party A shall unconditionally lend 50% of the network compensation to Party B as the supplement working capital of Party B within 3 working days after receiving the network compensation. Party B shall fully repay it to Party A at the expiration date of the borrow money in the next year.
|
|
If Party C fails to pay to Party A in accordance with the acquisition payment and compensations agreed in the Merger & Acquisition Agreement and Supplementary Agreement, Party A has the right to request to terminate the Agreement, and restore its pre-changed registration information. Party A shall return the prophase M&A payment, network compensation and investment payment to Party C without interests, and deduct RMB 0.5 million from these amount as the liquidated damages compensation of Party C’s breach of the Agreement.
|
1
Article 3 Amendment of agreement
The amendment of the Supplement Agreement shall be negotiated by three parties and entered the written amendment agreement.
Article 4 Applicable laws and dispute solution
|
1.
|
The Supplement Agreement is governed by the related laws and regulations of the People’s Republic of China.
|
|
2.
|
Any dispute or disagreement aroused by the Supplement Agreement or related to the Supplement Agreement shall be solved by the partied concerned through friendly negotiation; if the negotiation fails, it shall be solved by the court through lawsuit.
|
Article 5 Others
|
1.
|
The Supplement Agreement shall come into force after being signed by the parties concerned.
|
|
2.
|
The Supplement Agreement has six copies, with each party holding two respectively, covering equal legal force.
|
2
This page is intentionally left blank without body text, for signature only.
Parties concerned:
Party A: Lv Xinjuan and Kong Lingjin (shareholders of Party B)
Party B: Taian Senlin Pharmaceutical Co., Ltd.
Representative: Lv Xinjuan
Party C: Shandong Global Pharm Co., Ltd.
Representative: Song Yanliang
Signing place: Jinan City of Shandong Province
Signing date: May 25, 2011
3
