Assets Transfer Contract
Exhibit
10.1
Unofficial
Summary Translation
Party A: Shandong Traditional
Chinese Medicine College
Party B: The Traditional
Chinese Medicine College of Shandong Hongrui Pharmaceutical Factory
Party C: Laiyang Jiangbo
Pharmaceutical Co., Ltd.
NOW,
THEREFORE, after friendly negotiations, Party A, B, and C reach the following
agreements on Party B’s assets transfer:
1. Party
A agrees to transfer Party B’s (a subsidiary of Party A) entire tangible assets
and 22 approved drug numbers to Party C and Party C agrees to purchase. The
total tangible assets include manufactory buildings, lands, office buildings,
equipments and inventories, etc. Actual contents should be based on Xxx Xxx Xx
Xxx Xxxx Xx No.30 (2008) appraisal report issued by Xxxxxx Xxxxx Certified
Public Accountants, Ltd. on September 28, 2008. Items with variations occurred
subsequent to the date of the appraisal, August 31, 2008, will be determined by
the actual transferred amounts (except manufactory buildings, land, office
buildings and other important facilities shall not have any variations
incurred); the differences will be added or subtracted from original amounts in
the appraisal report after negotiations among
three parties.
2. Party
A and Party B shall assist Party C to apply to Shandong Province Food and
Drug Administration for transferring the ownership of the 22 approved drug
numbers to Party C, and Party C shall be responsible for related transactional
fees. If the ownership of the 22 approved drug numbers referenced above cannot
be transferred to Party C, Party C has the right to cancel this transfer
contract and requests Party A and Party B to refund acquisition payments and
related transactional fees made.
3. Party
A and Party B shall assist Party C to transfer the ownership of the
property title certificate and land title certificate referenced above to Party
C and Party C shall be responsible for related transactional fees. If the
ownership of the property title certificate and land title certificate
referenced above cannot be transferred to Party C, Party C has the right to
cancel this transfer contract and requests Party A and Party B to refund
acquisition payments and related transactional fees made.
4. Party
A and Party B shall guarantee that there has been no signed agreement or
contract with any creditors to restrict the assets transfer referenced above.
The assets referenced above have not been used as collaterals and the ownerships
of the assets to be transferred are clear.
5. Except
for tangible assets and the approved 22 drug numbers referenced above, all of
Party B’s creditor’s or obligor’s rights and obligations prior to the
official handover shall be shared and divided between Party A and Party B. After
the official handover, Party B shall apply to business bureau to dissolve itself
as soon as possible.
6.
Arrangement of Party B's existing staffs:
a. Prior
to the official handover, Party A and Party B shall organize and hold an
employees and workers meeting to pass relevant staff arrangements; the staff
arrangements should be accepted by relevant government departments.
b. Party
B’s staff will be selectively employed by Party C. Party A will be
responsible for arrangements for staff not employed by Party C, Party A and
Party B will burden the related arrangement costs.
c. The
work status of staff employed by Party C will be released from state owned
status, and Party A and Party B shall be responsible for the staff’s related
social insurance costs prior to the employment by Party C, and Party C
shall be responsible for the costs after the employment by Party C.
7. Assets
transfer prices:
After
negotiations, all three parties confirm the transfer price for all Party B’s
tangible assets and 22 approved drug numbers is 110 million RMB.
8. Assets
transfer payment term:
After the
provincial State-owned Assets Administration Department approves and consents
for the assets transfer and within one month of all three parties’ ( Party A,
Party B and Party C) completion of assets handover, Party C shall pay Party A an
onetime payment of 20 million RMB in cash. Another 46 million RMB (forty six
million Renminbi) will be paid after the ownership of the approval drug numbers
changed to Party C. The remaining 44 million RMB will be paid by Party C’s
shares, calculated using 10 U.S. dollars per share with an exchange rate of
6.836, totaling 643,651 shares. Shares will be issued within one year after the
signed contract date to Party A’s designated organizations or
individuals.
9.
Specific handover date is scheduled to be February 5, 2009, presence of all
three parties are required at the time of the handover. The transferred
contents include but not limit to:
a.
Property title certificate and land title certificate of the transferred
assets;
b. Related
equipment repair and maintenance documentation;
c. Related
manufacture approvals and licenses of the 22 drugs;
d.
Related legal documents for all transferred assets.
At the
time of handover, Party B shall provide the documents referenced above to Party
C and representatives of all three parties should sign off on the handover
documents.
10. After
this agreement takes effective, senior management of Hongrui guarantees not to
manufacture or sale similar pharmaceutical products that Party C manufactures
within three years, senior management of Hongrui shall not contact Party B’s
current customers with improper intention.
11.
Matters not concluded by this agreement are to be negotiated by all three
parties and the agreed-upon written terms will carry the equal legal
enforceability as this agreement.
12. This
agreement has six copies. The copies become effective after the copies are
signed and sealed by all parties and the provincial State-owned Assets
Administration Department approves and consents for the assets transfer. Each of
the three parties will hold two copies.
13. Dissensions occurred during the performance of this
agreement will be resolved by parties’ negotiations. If a resolution cannot be
reached, it shall be referred to and judged by Laiyang Municipal People’s
Court.
Party A: Shandong Traditional
Chinese Medicine College (Seal)
Legal
Representative:
Date:
January 23, 2009
Party B: The Traditional
Chinese Medicine College of Shandong Hongrui Pharmaceutical Factory
(Seal)
Legal
Representative:
Date:
January 23, 2009
Party C: Laiyang Jiangbo
Pharmaceutical Co., Ltd.(Seal)
Legal
Representative:
Date:
January 23, 2009
