Reorganization Agreement January 19, 2006
Exhibit
10.1
January
19, 2006
This
agreement is entered into between Yangling Daiying Biotech & Pharmaceutical
Group Co., Ltd (“Yangling Daiying”) and Hunan Xxx Xxxx Pharmaceutical Co., Ltd.
(“Xxx Xxxx” formerly Hunan Changde Huaan Pharmaceutical Co., Ltd.) and its
shareholder Xxxxx Xxxx, Xxxxxxx Xx (Xxx Xxxx’x shareholder).
Yangling
Daiying Biotech & Pharmaceutical Group Co., Ltd is a stock-based company
incorporated at No.10 Xxx Xxxxx South Road, Yangling Demonstration Zone,
Shaanxi, P.R. China, and with Xxxxxx Xxx as its legal
representative.
Hunan
Xxx
Xxxx Pharmaceutical Co., Ltd is a limited company incorporated at Anxiang
Industrial Park, Hunan, P.R. China, and with Xxxxx Xxxx as its legal
representative.
In
order
to optimize and coordinate Yangling Daiying and Xxx Xxxx’x resources, promote
the cross-province development, satisfy the requirements of the market, two
parties agree to reorganize under the following terms and conditions after
carefully considering the advantages of the two parties:
| 1. |
Shareholders
of Yangling Daiying and Xxx Xxxx agree that the Reorganization Agreement
is entered based on the principles of equality, free-will and mutual
benefit. This agreement is made in accordance with the Chinese laws
and
Xxxxx Xxxx is the legal representative of Xxx Xxxx who is also the
entitled person to sign on this agreement.
|
| 2. |
The
total assets of Xxx Xxxx is RMB7,829,400 confirmed by Yangling Daiying
and
Xxx Xxxx and the final assets shall subject to the international financial
audit.
|
| 3. |
Yangling
Daiying shall use 482,800 shares of common stocks of its parent company,
“Worldwide Biotech and Pharmaceutical Co., Ltd to exchange 51% of Xxx
Xxxx. The unit price of common stocks is calculated as the negotiable
price say, $1 per share and the total amount of which equals to
RMB3,992,800 using the agreed upon exchange rate of RMB8.27 to US$1.00.
After the reorganization, Yangling Daiying controls 51% of Xxx Xxxx
while
Xxxxx Xxxx controls 34% and Zhuobin Li controls
15%.
|
| 4. |
With
the cooperation of Xxx Xxxx, Worldwide Biotech & Pharmaceutical
Company, Yangling Daiying’s parent company, shall issue 482,800 shares of
its common stocks to shareholders of Xxx Xxxx. Among these, 337,960
shares
are for Xxxxx Xxxx, 144,840 shares are for Zhuobin
Li.
|
| 5. |
Shareholders
of Xxx Xxxx acknowledge that Xxx Xxxx does not have any undisclosed
debts,
liabilities, assets lost, on-going lawsuit and potential lawsuit against
Xxx Xxxx. Otherwise, shareholders of Xxx Xxxx shall take all legal
responsibilities.
|
| 6. |
With
the cooperation of Xxx Xxxx, Yangling Daiying has the responsibility
to do
the necessary filings for the reorganized company, such as registration,
tax report, registrations at the State Food and Drug Administration,
intellectual properties, trademarks, and related processes after the
acquisition.
|
| 7. |
The
reorganized company must be audited by international accountant firm,
shareholders of Xxx Xxxx must assist the accountant firm to review
the
financials for the former financial
years.
|
| 8. |
The
reorganized company shall appoint new Board of Directors. Yangling
Daiying
shall be the legal representative of the reorganized
company.
|
| 9. |
Upon
finishing the transaction, the new company shall be the share-controlling
company of Yangling Daiying, all of the operation activities shall
be in
accordance of Law of Corporations of P.R. China and Article in Law
of the
new company. Yangling Daiying has responsibilities to supervise, inspect
and direct the operation activities of the new company.
|
| 10. |
Upon
closing the transaction, the two parties shall cooperate with each
other
to finish the necessary registration process, and authorize international
accountant firm to start audit on Xxx Xxxx’x
financials.
|
| 11. |
The
agreement can be amended with the written permissions from both parties.
|
| 12. |
Breaches
of the agreement: If there’s any party breaches any terms of the
agreement, the other party have the right to terminate the contract
and
request for compensation for all related damages, the disputed shall
be
resolved through arbitration or legal proceedings. The
agreement is governed by China law and under the jurisdiction of the
court
in Xi’an, P.R. China.
|
| 13. |
The
contract takes into effect from and after the legal representatives
or
agents of all parties sign and affix their companies' seal. The original
of the contract are 6 copies which Yangling Daiying takes two, Xxx
Xxxx
takes two and the other two copies are backed up at the related
authorities.
|
| Yangling Daiying: Yangling Daiying Biotech Engineering Co., ltd | ||
| |
|
|
| Date: January 19, 2006 | By: | /s/ Xxxxxx Xxx |
|
|
||
| Legal Representative | ||
| Xxx Xxxx: Hunan Xxx Xxxx Pharmaceutical Co. Ltd. | ||
| |
|
|
| Date: January 19, 2006 | By: | /s/ Xxxxx Xxxx |
|
|
||
| Legal Representative | ||
