CONSULTING SERVICES AGREEMENT (English Translation)Consulting Services Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Consulting Services Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Beijing En Ze Jia Shi Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at Middle Shuang Qiao Road, Chao Yang District, Beijing, PRC. Party A and Party B are referred to collectively in this Agreement as the “Parties.”
LEASE CONTRACTLease Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
LOAN CONTRACTLoan Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
In accordance with provisions of Contract Law of the Peoples Republic of China and Bank of China, after reviewing the status and the request of the Borrower, the Lender agrees to grant the Borrower a line of credit on 11,305,000 RMB. The Borrower and Lender through friendly negotiation, have executed this Contract as follows:
OPTION AGREEMENT (English translation)Operating Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Operating Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the People’s Republic of China (“Party B”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C., and shareholders holding 100% outstanding shares of Party B (the “Shareholders”). Party A and Party B, and Shareholders are referred to collectively in this Agreement as the “Parties.”
OPERATING AGREEMENT (English Translation)Operating Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Operating Agreement (this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China by and among Lotus Pharmaceutical International, Inc., a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America, (“Party A”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC (“Party B”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C., and shareholders holding 100% outstanding shares of Party B (the “Shareholders of Party B”). Party A and Party B, and Shareholders of Party B are referred to collectively in this Agreement as the “Parties.”
GENERAL PARTNERSHIP AGREEMENTGeneral Partnership Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Agreement is made and entered into as of the 15 day of March, 2006 between Genesis Equity Partners, LLC, a US limited liability partnership (referred to as “GEP”) and Liang Fang Pharmaceutical, Ltd., registered in the People’s Republic of China (referred to as the “Company”).
Rockwall, Texas 75087Letter Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This letter agreement (this “Letter Agreement”) shall confirm our understanding with respect to certain matters in connection with S.E. Asia Trading Company, Inc.’s (the “Company”) Revolving Credit Arrangement with Lynn Management, LLC (“Lynn”) dated January 28, 2004 (“Revolving Credit”) and Building Lease with Dynacap Holdings Limited LLC (“Dynacap”) dated November 10, 2004 (“Building Lease”). As a material condition to the Company’s performance under the Share Exchange Agreement by and among the shareholders of Lotus Pharmaceutical International, Inc., a Nevada corporation on the one hand, and the Company, Thomas Miller, Gary V. Pilant, and Verle Pilant on the other hand, dated September 6, 2006 (the “Share Exchange”), you, as President of Lynn and Dynacap, have agreed to the following:
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc. a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and Liang Fang Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC, a limited liability company organized under the laws of the PRC (“Party B” or “Liang Fang”), with a registered address at No.18 Jian She Road, Liang Xiang Kai Xuan Street, Fangshan District, Beijing, P.R.C.
EQUITY PLEDGE AGREEMENT (English Translation)Equity Pledge Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Equity Pledge Agreement (hereinafter this “Agreement”) is dated September 6, 2006, and is entered into in Beijing, China between Lotus Pharmaceutical International, Inc. a company incorporated under the laws of the State of Nevada, the United States, located at Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America (“Pledgee”), and each of the shareholders of Party B listed on the signature pages hereto (collectively, the “Pledgors”), and En Ze Jia Shi Pharmaceutical Co., Ltd., a limited liability company organized under the laws of the PRC, a limited liability company organized under the laws of the PRC (“Party B” or “En Ze Jia Shi”), with a registered address at Middle Shuang Qiao Road, Chao Yang District, Beijing, PRC.
Thomas G. MillerShare Exchange Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This letter will confirm that immediately prior, and effective automatically as of, the closing of the Share Exchange as contemplated by the Agreement, I will resign as SEAA’s Chief Executive Officer, President and sole director.
BILL OF SALEBill of Sale • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
This Bill of Sale is delivered pursuant to that certain Share Exchange Agreement dated September 6, 2006 (the “Agreement”), by and among shareholders of Lotus Pharmaceutical International, Inc., a Nevada corporation on the one hand, and S.E. Asia Trading Company, Inc., a Nevada corporation (the “Company”), Thomas Miller, Gary V. Pilant, and Verle Pilant on the other hand, and upon the terms and subject to the conditions set forth in the Agreement and this Bill of Sale. As of this date, the Company hereby conveys, sells, transfers, assigns, and delivers to Charles Smith, and Charles Smith shall purchase from the Company for $100.00 immediately prior to the date of the Share Exchange (as defined in the Agreement), all right, title, and interest of Seller as of the Closing in Southeast Asia Trading Company, LLC, a Texas limited liability company (“Southeast”). This Bill of Sale may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all o
Proxy AgreementProxy Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Lotus Pharmaceutical International, Inc. Registered Address: Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America Chairman: Liu Zhongyi
LEASE CONTRACTLease Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Proxy AgreementProxy Agreement • October 5th, 2006 • S.E. Asia Trading Company, Inc. • Retail-miscellaneous retail
Lotus Pharmaceutical InternationalôInc. Registered Address: Boca Corporate Plaza, 7900 Glades Road, Suite 420, Boca Raton, Florida 33434, the United States of America Chairman: Liu Zhongyi
