Contract for Joint Venture Between Hebei Huaxing Pharmaceuticals Co., Ltd. And Kiwa Bio-Tech Products Group Corporation
Contract
for Joint Venture
Between
Hebei
Huaxing Pharmaceuticals Co., Ltd.
And
Chapter
1 General Rules
According
to “Law
of
the People's Republic of China on Chinese-Foreign Joint Ventures,” “Company Law
of the People’s Republic of China” and other applicable regulations and based on
principles of equality and mutual benefit, after discussion, Hebei Huaxing
Pharmaceuticals Co., Ltd. and Kiwa Bio-Tech Products Group Corporation agreed
to
jointly make investment to set up a joint venture - Hebei Kiwa Huaxing
Bio-Pharmaceuticals Co., Ltd. in Shijiazhuang City, Hebei Province, P.R. China.
Both parties have made the contract as follows.
Chapter
2 Parties for Joint Venture
Clause
1.
The
parties are as follows:
Hebei
Huaxing Pharmaceuticals Co., Ltd ( hereinafter referred to as
“Party
A” ) , a
company established and existing under laws of P.R. China with its legal
domicile in No. 3 (Fu), Xuefu Xxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxxxxxxx
Xxxx, Xxxxx Xxxxxxxx.
Legal
representative: Xx Xxxxxx, Chairman of the Board of Directors. Nationality:
Chinese.
Kiwa
Bio-Tech Products Group Corporation(hereinafter
referred to as “Party B”), registered and existing in DELAWARE
State, U.S.A. with its legal domicile in 000 Xxxx Xxxxxxxx Xxxx, Xxxxx000
Xxxxxxxxx, Xxxxxxxxxx, X.X.X.
Legal
representative: Xx Xxx, Chairman of the Board of Directors. Nationality:
Chinese.
Chapter
3 Establishment of Joint Venture
Clause
2.
Both
parties agreed to set up a joint venture (hereinafter referred to as “the joint
venture”) in China in accordance with “Law of the People's Republic of China on
Chinese-Foreign Joint Ventures” and other applicable regulations.
Clause
3. Name
of
the joint venture: Hebei Kiwa Huaxing Bio-Pharmaceuticals Co., Ltd.
Domicile:No.
3 (Fu), Xuefu Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxxxxxx Xxxx, Xxxxx Xxxxxxxx,
Xxxxx.
Clause
4.
Applicable Chinese laws, regulations and rules shall be observed for all
activities of the joint venture.
Clause
5.
The
joint venture is a liability limited company. Each party shall take
responsibilities for liabilities of the joint venture, share profits and bear
risks and loss in proportion of its ownership to the joint venture.
Chapter
4 Purpose, Scope and Scale of Production and Operation
Clause
6.
Purposes
of the joint venture: to fully use Party A’s market network and reserved
products, and Party B’s advantages in funds and technology to develop new animal
medicine and expand market shares so as to gain satisfactory economic benefits
for both parties.
Clause
7.
Scope of
operations: (1) Research, develop, produce and marketing of animal medicine;
(2)
Technological development, transference and technical license utilization.
Chapter
5 Total Amount of Investment, Registered Capital and Investment made by Each
Party
Clause
8.
Total
amount of investment of the joint venture is USD 2,700,000.
Clause
9.
Both
parties shall invest USD 2,110,000 in total, among which USD 1,920,000 as
registered capital of the joint venture and the remaining balance of USD 190,000
as investment premium of Party B.
Clause
10. Methods
and proportion of investments made by each party:
| (1) |
Party
A shall invest USD 576,000, all of which constitutes its 30% of registered
capital, which means Party A holds 30% ownership of the joint venture.
Party A’s investment to the joint venture is based on its asset appraisal
value RMB 4,200,000 (appraisal benchmark date: December 31, 2007),
certified by the appraisal firm and confirmed by both parties. The
exchange rate (1US dollars = RMB 7.3046) is the trading price on
December
31, 2007. The asset appraisal report is Exhibit A to the contract
thereto.
|
| (2) |
Party
B shall invest USD 1,534,000 in cash, among which USD 1,344,000
constitutes 70% of registered capitals which means Party B holds
70%
ownership of the joint venture. The remaining balance of USD 190,000
shall
be deemed as premium, recorded as additional paid-in capital in the
joint
venture’s book. Such premium is the consideration of Party A’s existing
marketing and sales network.
|
Clause
11. All
legal
procedures for the investment to be made by Party A, including but not limited
to transference of the lessee of Party A’s existing lease agreement of site of
operation to the joint venture, transference of beneficiary of GMP license
for
production of animal medicine, all animal medicine manufacturing license,
approval numbers of animal medicine products, of the beneficiary of registered
trademark “Jinxing” to the joint venture, shall be completed within two months
after issuance of business license to new joint venture by relevant authority.
Party
B’s
investment shall be made in installments: 25% shall be made within one month
after issuance of business license and another 25% shall be made within two
months after issuance of business license. The remaining shall be made within
one year after issuance of business license.
Clause
12. In
case
that any party transfers its part or whole ownership to any third party, consent
of the other party shall be obtained and approval shall be gained from the
authorities. Either party has the priority to purchase the ownership transferred
by the other party.
Chapter
6 Commitment and Responsibility of both Parties
Clause
13. Representations
and Warranties of Party A
(
1 )
Party
A
has undertaken internal approval procedures for investing and setting up joint
venture under Chinese laws and its articles of incorporation, including
approvals of shareholders meeting and board of directors.
(
2 )
Party
A
promised being in possession of statutory licenses for production and sales
of
animal medicine required by Chinese laws, regulations and policies, including
but not limited to animal medicine manufacturing license, approval numbers
of
animal medicine products, some of which are held through its related parties.
Such licenses shall be changed to the joint venture within two months after
establishment of the joint venture in order to ensure the joint venture to
have
such statutory licenses for production and sales of animal medicine required
by
Chinese laws, regulations and policies.
(
3 )
Party
A
undertakes authenticity, accuracy and integrality of all materials such as
legal
document and financial data provided during due diligence by Party B and asset
appraisal by asset appraisal firm.
(
4 )
Party
A
made the following promises regarding its investments:
(
i )
It
possesses entire proprietary of the assets, contained in the assets appraisal
report, as its investment to the joint venture. These assets had not been used
as collateral or pledge against any indebtedness.
(
ii )
Inventory
can be utilized during normal course of business of the joint venture.
(
iii )
Party
A
shall make up in cash the accounts receivables, which has been invested by
Party
A but not been settled within one year after issuance of business license,
except those cancelled by the Board of Directors of the joint venture and
treated as sales commission. The corresponding creditor’s rights shall be
transferred to Party A. The appraisal report has provided 10% of bad debt
provision against Party A’s account receivables, RMB 148,000, which has not been
contained in Party A’s investment. If the joint venture collect full amount of
accounts receivable in the future, Party B agrees the joint venture deliver
this
amount to Party A.
(
iv )
Guarantee
good conditions and normal operation of production facilities to be invested
to
the joint venture.
(
v )
Validity
of lease agreement of land use right of joint venture’s site of operation to
satisfy the normal utilization of buildings, constructions and underground
works
during the period of joint venture set forth in clause 42. In case that the
lessor revokes the lease agreement prior to the due date and renewal cannot
be
achieved, for any reason (exclusive of force majeure set out in Clause 53),
Party A shall pay compensations to joint venture in cash. The compensation
shall
be calculated on a pro rata basis, in accordance with the proportion of
unexecuted term of the joint venture period and total period.
(
vi )
Except
for liabilities presented in the asset appraisal report, no liabilities and
warranty (if any) made by Party A, its shareholders or relevant parties before
establishment of the joint venture, shall be taken by the joint venture.
(
vii )
To
ensure
funds invested by Party B have been employed in joint venture’s operation, Party
A promises that it has extended the due date of the liabilities listed in
Exhibit B prior to this agreement. In case creditors of the liabilities listed
in Exhibit B claims settlement prior to the extended date due to Party A’s
failure in obtaining creditors’ consent of extend, Party A shall be responsible
for the settlement.
(
5 )
Party
A
shall made every possible effort to ensure pass Party A’s existing market
system, network, sales team to the joint venture; during the period of joint
venture, except for services for the joint venture, Party A, its shareholders
or
related parties shall not conduct businesses same as or identical to the joint
venture in any way so as to avoid horizontal competition.
(
6 )
Party
A
promised to operate its business and manage its assets as investment bona fade
before establishment of the joint venture to avoid the assets from being
devalued; in case of devalue, Party A shall make it up in cash; profit generated
from the operation during the benchmark date of asset appraisal date and the
date of joint venture’s establishment shall belong to Party A. Further, Party A
shall keep complete accounting records from the benchmark date of asset
appraisal (December 31, 2007) to the date of the joint venture establishment.
When establishing, the assets invested, together with accounting records shall
be delivered to the joint venture.
(
7 )
Party
A
shall provide assistance to go through procedures with relevant authorities,
such as application for approval, registration and etc.
(
8 )
Party
A
shall be responsible for any other issues entrusted by the joint venture.
Clause
14. Representations
and Warranties of Party B
(
1 )
Party
B
has undertaken internal approval procedures for investing and setting up joint
venture under laws and its articles of incorporation, including approval of
the
board of directors.
(
2 )
Party
B
shall make the investment on schedule in accordance with the provisions set
forth in Clauses 10 and 11.
(
3 )
After
establishment of the joint venture, Party B agreed to apply for “Registration
Certificate of New Animal Medicine” and “Approval Number of Animal Medicine
Product” for its AF-01 anti-viral aerosol technology under the name of the joint
venture. Therefore, necessary arrangement for experiment, construction and
certification of production facilities shall be contained in the plan of the
joint venture’s new product development and operation plan. Payment for
technical license fee may be made as compensations for Party B’s AF-01
anti-viral aerosol technology. Both parties shall enter into other agreement(s)
for license application matters and distribution of profit.
(
4 )
Party
B
shall be responsible for handling other issues entrusted by the joint venture.
Chapter
7 Board of Directors
Clause
15. The
joint
venture shall set up Board of Directors on the date when relevant authorities
issues business license to the joint venture.
Clause
16. The
Board
of Directors shall be made up of five directors, among which two Directors
shall
be appointed by Party A and the remaining three directors shall be appointed
by
Party B. The Chairman of the Board of Directors (“Chairman”) shall be appointed
by Party B; and the Vice Chairman of the Board of Directors (“Vice Chairman”)
shall be appointed by Party A. Term of members of the Board, the Chairman and
Vice Chairman shall be four years, which can be extended subject to the
appointment of the party.
Clause
17. The
Board
of Directors is the paramount of the joint venture. Scope of authorities of
the
Board of Directors shall be as follows:
(
1 )
To
ratify
annual business plan, annual budget and report of operations;
(
2 )
To
ratify
annual financial report and plan of profit distribution;
(
3 )
To
approve bylaws of the joint venture;
(
4 )
To
pass
resolution of establishment or repealing of branch;
(
5 )
To
pass
resolution of appointment or dismissal of General Manager and Vice General
Manager;
(
6 )
To
pass
resolutions on disposal of principal assets;
(
7 )
Acquire
or provide loans to any third party ( including shareholders or their related
parties ) ;
(
8 )
Provide
collateral or pledge to any third party’s indebtedness ( including shareholders
or their related parties ) ;
(
9 )
Make
amendments to the articles of incorporation of the joint venture;
(
10 )
Pass
resolutions on increase or decrease amount of registered capital of the joint
venture;
(
11 )
Pass
resolutions of merge with other entities;
(
12 )
Terminate
or extend joint venture period;
(
13 )
Pass
resolutions on liquidation after termination or expiry of the joint venture;
(
14 )
Other
principal issues.
Clause
18. The
resolutions on issues sets forth by items (9) to (12) of Clause 17 hereof shall
be passed unanimously by all the members of the Board of the Directors;
Resolutions on other issues thereto shall be passed at least by half members
of
the Board of Directors.
Clause
19. The
Chairman is the legal representative of the joint venture. The chairman shall
have the authority of signing documents on behalf of the joint venture. In
accordance with the authorization of the Chairman, other members of Board of
Directors are entitled to sign documents on behave of the joint venture during
the absence of the Chairman.
Clause
20. Board
meeting shall be held at least once a year (annual meeting). Venue of the
meeting shall be the domicile of the joint venture or other place designated
by
the Board of Directors. The Chairman shall call for and emcee the meeting.
Upon
proposal by two or more directors, the Chairman shall call for a temporary
Board
meeting.
Clause
21. Notice
for board meeting shall include date, venue, agenda and be sent out to all
directors by fax or email five days prior to the meeting. Minutes of meeting
shall be archived into files.
Clause
22. Each
director has one ticket of voting right. Annual meeting and temporary meeting
is
valid only when four directors participate.
Clause
23. Both
parties are obligated to ensure directors it appointed to attend annual meeting
and temporary meeting. In case any director cannot attend the board meeting
for
any reason, the director shall issue a proxy to other people to attend the
board
meeting. In the event that a director fails to attend a board meeting in person
and appoint others on behalf of him (her) to attend it after the Chairman sends
the meeting notice of the same proposal to him (her) twice, the resolution
is
deemed to be voted for by the director when he (she) fails to
respond.
Chapter
8
Operation and Management Organs
Clause
24. The
joint
venture shall set up relevant management organs in charge of its daily
operation, which constitutes General Manager, Chief Financial Officer and Vice
General Manager.
Clause
25. The
system of job responsibility of General Manager under the Board of Directors
is
adopted by the joint venture. General Manager shall be responsible for carrying
out all resolutions of the Board of Directors, organizing and supervising daily
operations and administration of the joint venture. General Manager shall be
nominated by the Chairman and appointed by the Board of Directors. The Chairman
shall be responsible for appointment, dismissal and examination of General
Manager’s performance. Both parties could recommend candidate for General
Manager.
Clause
26. The
Chief
Financial Officer of the joint venture shall be appointed by Party B. The Chief
Financial Officer shall be directly report to the Chairman of the joint venture
and Chief Financial Officer of Party B. Chief Financial Officer of the joint
venture have the responsibility of providing necessary assistance to General
Manager to perform his (her) duties. Chief Financial Officer of the joint
venture shall be responsible for personnel arrangement ( cashier shall be
appointed by Party B and one accountant may be appointed by Party A ) , daily
financial management and examination of employee performance of finance and
accounting department.
Clause
27. Board
of
Directors of the joint venture reserves the following rights. General Manager
or
Chief Financial Officer shall submit proposals regarding the following issues
to
the Board of Directors for approval, or approval from the Chairman subject
to
the authorization of Board of Directors:
(
1 )
Amendment
of annual business plan or annual budget, or making expenditures or suffering
liability on specific issues, if actual settlement amounts exceeding more than
10% of the approved amounts.
(
2 )
Transactions
of acquiring or bettering property, plant and equipment not included in the
annual business plan or budget with a single payment exceeding RMB 10,000 Yuan
or monthly accumulated amount exceeding RMB 20,000 Yuan.
(
3 )
Entering
into any single transaction of sales or purchase, with the amount exceeding
RMB500,000 during normal course of business.
(
4 )
Entering
into any single transaction purchasing services including but not limited to
advertisement, management consultant, market plan, etc. of which the amount
(through one transaction or a series of relevant transactions) exceeds RMB
70,000 Yuan.
(
5 )
Loans
to
any third party, excluding advanced payment for business travel expenses, or
prepayment under purchase agreement.
(
6 )
Directly
or indirectly provide collateral or pledge to any indebtedness of any third
party.
(
7 )
Acquiring
any stocks or securities.
(
8 )
Entering
into any other contract or commitment rather than ordinary course of business
of
the joint venture.
Clause
28. Several
Vice General Managers may be appointed subject to demand of business management
to assist General Manager. Vice General Managers shall be nominated by General
Manager and appointed by the Board of Directors.
Clause
29. The
joint
venture may set up several departments. Department Managers shall be in charge
of corresponding management functions, execute tasks assigned by General Manager
and Vice General Managers.
Clause
30. General
Manager, Chief Financial Officer and Vice General Managers shall not be any
part
time or full time employee of other entities, or engage in any other commercial
activities which compete with the joint venture.
Clause
31. Party
B
agreed to issue stock options as compensation to members of senior management
or
other key personnel subject to their performance, contributions and positions.
Clause
32. The
board
of directors may dismiss General Manager, Chief Financial Officer or Vice
General Managers or other managerial staff at any time by resolution due to
jobbery, serious abuse or fault. Claims against them for loss may be made.
In
case of violence against criminal laws such as embezzlement of the joint
venture’s asset, criminal lawsuits may be made.
Chapter
9 Labor Force Management and Labor Union
Clause
33. The
board
of directors shall work out programs, pursuant to “Law of Labor Contract of the
People’s Republic of China,” “Regulations for Labor Force Management in
Sino-Foreign Joint Venture” and other applicable Chinese regulations, in terms
of employment, dismissal, salary, labor insurance, welfare and reward or
punishment of employees. Labor contracts shall be signed between the joint
venture and employees collectively or separately.
Clause
34. The
employees of the joint venture shall have the right to set up labor union
pursuant to “Law of Labor Union of the People’s Republic of China” Tasks of the
union are as follows: to legally protect employees’ democratic right and
material interest, assist the joint venture to arrange and reasonably use reward
and welfare funds; organize employees to study professional skills, scientific
and technical knowledge, conduct art or sport activities; educate employees
to
observe labor disciplines; carry out labor contract and fulfill all kinds of
tasks of the joint venture.
Clause
35. The
joint
venture shall pay 2% of total actual salaries paid to employees each month
as
funds of labor union. The labor union shall employ such funds pursuant to
“Method of Management of Labor Union Fund” stipulated by General Labor Union of
P.R. China.
Chapter
10 Tax, Accounting, Audit and Foreign Exchange
Clause
36. The
joint
venture and employees shall pay taxes pursuant to relevant Chinese laws and
regulations.
Clause
37. The
joint
venture shall accrue statutory accumulation fund pursuant to “Company Law of the
People’s Republic of China” and “Law of the People's Republic of China on
Chinese-Foreign Joint Ventures”. Reserve fund, social benefit fund, development
fund and welfare and reward fund shall be accrued in proportion approved by
the
Board of Directors.
Clause
38. The
joint
venture’s fiscal year starts on January 1 and ends on December 31 each year.
Vouchers, bills of document, financial records (statements) and book keeping
shall be made in Chinese.
Clause
39. The
joint
venture shall employ Chinese CPA to conduct annual audit. Audit report shall
be
submitted to General Manager and Board of Directors.
In
case
that Party A or Party B deems it is necessary to employ American CPA or Chinese
CPA to conduct annual audit or interim audit, the joint venture shall agree
with
it and provide necessary assistance.
Clause
40. The
Chief
Financial Officer shall be responsible for compiling balance sheets, income
statement and proposal of profit distribution of previous fiscal year in the
first two months of each year. These financial statements shall be submitted
to
board meeting for approval.
Clause
41. All
matters in connection with foreign exchange shall be processed pursuant to
“Regulations on Foreign Exchange Control of the People’s
Republic of China” and other relevant regulations.
Chapter
11 Term of the Joint Venture and Asset Disposal after Expiry of the
Term
Clause
42. Term
of
the joint venture shall be fifteen years commencing on the date the joint
venture’s business license has been issued by relevant authorities.
Clause
43. Application
for extend of the joint venture term shall be submitted to relevant authorities
within six months prior to the expiry of term subject to proposal from any
party
and unanimous resolution of the Board of Directors.
Clause
44. Liquidation
shall be conducted pursuant to relevant laws and regulations after expiry of
term or termination of the joint venture. Liquidated assets shall be distributed
to the parties after payment of income tax in proportion of ownership.
Chapter
12 Liabilities for Breach
of Contract
Clause
45. In
case
of fundamental breach of this contract due to Party A’s failure of performance
of provisions sets forth by item (1) of Clause 14 hereof, or its failure of
the
extend of the lease agreement of the operation site within two months after
issuance of business license, Party B may suspend to perform its obligation
of
investment until Party A completes relevant procedures of transference and
extend; In case that Party A fails to complete such procedures within three
months after issuance of business license, Party B has the right to terminate
this contract with approval of the relevant authorities and Party A shall be
responsible for paying expenses occurred in connection with the attempt of
setting up of the joint venture.
Clause
46. In
case
that any party fails to make investment on schedule set forth by Chapter 5
hereof, the defaulting party shall pay to the other party 1% of the overdue
contribution each month starting from the first month after exceeding the time
limit. In case the defaulting party delays contributing investment for over
three months, 3% of overdue contribution shall be paid to the other party as
liquidation damages and the other party shall have the right to terminate the
contract in accordance with Clause 52 hereof with approval of the authorities
and demand the defaulting party to pay compensations for actual economic loss.
Clause
47. Party
A
shall be responsible for handling and repaying any indebtedness of itself or
its
related parties when claimed by any third party against the joint venture,
which
are not contained in the asset appraisal report and occurred prior to
establishment of the joint venture (if any). Party A shall make compensations
for losses suffered by the joint venture or Party B resulting from the
above-mentioned issue.
Clause
48. In
case
that Party A breaches provisions set forth in item (5) of Clause 13 hereof
to
conduct business competing with the join venture, it shall stop such business
upon receiving notice from the joint venture or Party B. In case that Party
A
fails to stop such business within one month after receiving notice, it shall
pay RMB 100,000 Yuan to Party B as compensation. The compensation shall increase
by 50% each month.
Clause
49. In
case
that the agreement and/or its Exhibits thereof cannot be partially or fully
executed due to fault of any party, such party shall bear the responsibility
for
breach; in case that fault is made by both parties, both parties shall take
the
responsibility for breach respectively.
Chapter
13 Modification, Change and Termination
Clause
50. Any
amendment to this contract or its Exhibits thereof shall be made by written
agreement of both parties and approved by the relevant authorities. Otherwise,
amendments shall not be effective.
Clause
51. In
case
of inability to fulfill the contract or to continue operation due to heavy
losses in successive years as a result of force majeure, the duration of the
joint venture and the contract shall be terminated before the time of expiration
after being unanimously agreed upon by the board of directors and approved
by
the original approval authority.
Clause
52. Should
the joint venture be unable to continue its operation or achieve its business
purpose due to the fact that one of the contracting parties fails to fulfill
the
obligations prescribed by the contract and articles of association, or seriously
violates the provisions of the contract and articles of association, that party
shall be deemed to have unilaterally terminated the contract. The other party
shall have the right to terminate the contract in accordance with the provisions
of the contract after approval by the original approval authority, and to claim
damages. In case Party A and Party B of the joint venture company agree to
continue the operation, the party who fails to fulfill its obligations shall
be
liable for the economic losses caused thereby to the joint venture.
Chapter
14 Force Majeure
Clause
53. Should
either of the parties to the contract be prevented from executing the contract
by force majeure, such as earthquake, typhoon, flood, fire, war or other
unforeseen events, and their occurrence and consequences are unpreventable
and
unavoidable, the prevented party shall notify the other party in written form
without any delay, and within 15 days thereafter provide detailed information
of
the events and a valid document for evidence issued by the relevant public
notary organization explaining the reason of its inability to execute or delay
the execution of all or part of the contract. Both parties shall, through
consultations, decide whether to terminate the contract or to exempt part of
the
obligations for implementation of the contract or whether to delay the execution
of the contract according to the effects of the events on the performance of
the
contract.
Chapter
15 Applicable Laws
Clause
54. Laws
of
P.R. China shall be applicable to and govern establishment, validity,
interpretation, performance of the contract and settlement of dispute.
Chapter
16 Settlement of Dispute
Clause
55. Any
disputes arising from the execution of, or in connection with, the contract
shall be settled through friendly consultations between both parties. In case
no
settlement can be reached through consultations, the disputes shall be submitted
to the Foreign Economic and Trade Arbitration Commission of the China Council
for the Promotion of International Trade for arbitration in accordance with
its
rules of procedure. The arbitral award is final and binding upon both
parties.
Clause
56. Except
for provisions hereof under process of arbitration, other provisions hereof
shall be performed without any affect.
Chapter
17 Language
Clause
57. The
agreement has been written in Chinese.
Clause
58. The
agreement is made into five sets, of which each party holds one set, two sets
are submitted to approval authorities and registration authorities respectively
and one set is maintained as file.
Chapter
18 Effectiveness and Others
Clause
59. The
following exhibits shall be an integrated part to the contract:
(
1 )
Party
A’s
Asset Appraisal Report.
(
2 )
Party
A’s
Loan Breakdowns.
(
3 )
Articles
of Association of the Joint Venture. In case that there is any conflict or
discrepancy between the Articles of Association and the contract, the contract
shall be prevailing.
Clause
60. The
parties are obligated to inform the other party by registered mail of any notice
related to rights or obligations of the counterparties after sending it by
fax
or email. The addresses of the parties specified in the contract shall be the
notice address. In case that any party changes its address, it shall inform
the
other party in advance.
Clause
61. The
contract and its Exhibits thereof shall be approved by Shijiazhuang Municipal
Bureau of Commerce, Hebei Province. The contract shall become effective at
the
date of approval.
Clause
62. The
agreement has been signed and executed by representatives of both parties on
May
22, 2008 in Shijiazhuang City, China.
Party
A: Hebei Huaxing Pharmaceuticals
Co., Ltd.
Signature:
__________________________
Chairman:
Xx Xxxxxx
Date:
May
22, 2008
Party
B: Kiwa Bio-tech Products Group Corporation
Signature:
__________________________
chairman:
Xx Xxx
Date:
May
22, 2008
Exhibits
Exhibit
No.1: “The
Assets Appraisal Report of Hebei
Huaxing Pharmaceuticals
Co.,
Ltd.”
[Jinboping zi (2008) No.3], issued by Beijing Xxxxxx Appraisal Co.,
Ltd.
Exhibit
No.2: Breakdowns
of the extended Loans of Hebei
Huaxing Pharmaceuticals
Co.,
Ltd.
Exhibit
No.3: The
Articles of Association of the joint venture
