TONGJITANG CHINESE MEDICINES COMPANY AND THE BANK OF NEW YORK as Depositary AND OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2007Deposit Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
DEPOSIT AGREEMENT dated as of , 2007 among TONGJITANG CHINESE MEDICINES COMPANY, incorporated under the laws of the Cayman Islands (herein called the Company), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and Beneficial Owners from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
This Indemnification Agreement (the “Agreement”) is entered into as of [ ], 200[ ] by and between Tongjitang Chinese Medicines Company, a Cayman Islands company (the “Company”) and the undersigned, a director and/or officer of the Company (“Indemnitee”).
FORM OF EMPLOYMENT AGREEMENTForm of Employment Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of (the “Effective Date”) by and between Tongjitang Chinese Medicines Company, a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its subsidiaries and affiliated entities (collectively, the “Group”).
SHARE PURCHASE AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 and Tongjitang Chinese Medicines Company November 8, 2006Share Purchase Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
Share Purchase Agreement (the “Agreement”), dated November 8, 2006 among ML Global Private Equity Fund, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”) and Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV” and together with the MLGPE, the “Buyers”) and Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of the Cayman Islands (the “Company”);
Regional Distribution Contract of Guizhou Tongjitang Pharmaceutical Co., Ltd.Tongjitang Chinese Medicines Co • February 26th, 2007
In order to regulate and protect the distribution market of Party A’s products and protect Party A’s legal interests, based on the cooperation principle of “mutual benefit” and “win-win”, both Parties agreed as follows through friendly consultation:
Patent License ContractTongjitang Chinese Medicines Co • February 26th, 2007
After friendly negotiation, party A and party B agree on the following articles about the patent license of toothache treatment and processing technology:
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Both parties hereby agree to the following, through friendly negotiations, in respect of the transfer of certain equity interests of Tongjitang Pharmaceutical:
SHAREHOLDERS AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 Samtung Investment Limited Hanmax Investment Limited S-Yangtse Holdings Limited Paraway Investment Limited Lodway Investment Limited Raywill Holdings...Shareholders Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
SHAREHOLDERS AGREEMENT (this “Agreement”), dated November 8, 2006, is by and among ML Global Private Equity Fund, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”), Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV”, and together with MLGPE, the “Buyers”), GLHH Fund I, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands, GLHH Fund II, L.P., an exempted limited partnership organized and existing under the laws of the Cayman Islands, Himark Group (Holdings) Company Limited, a company organized and existing under the laws of the British Virgin Islands (together with GLHH Fund I, L.P. and GLHH Fund II, L.P., the “Recent Investors”), Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Both parties hereby agree to the following, through friendly negotiations, in respect of the transfer of certain equity interests of Tongjitang Pharmaceutical:
SUBSCRIPTION AGREEMENT relating to ordinary shares in UNISOURCES ENTERPRISES LIMITEDAgreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • Hong Kong
Equity Transfer AgreementEquity Transfer Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co
Whereas, according to the shareholders resolutions of Tongjitang Pharmaceutical, the Transferor intends to transfer a 60% equity interest held by the Transferor in Guizhou Tongjitang Culture and Communication Co., Ltd. to Mr. Xiaochun Wang for zero consideration;
REGISTRATION RIGHTS AGREEMENT among ML Global Private Equity Fund, L.P. Merrill Lynch Ventures L.P. 2001 the Additional Shareholders and Tongjitang Chinese Medicines Company November 8, 2006Registration Rights Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 8, 2006, is by and among Tongjitang Chinese Medicines Company, an exempted limited liability company organized and existing under the laws of the Cayman Islands (the “Company”), ML Global Private Equity Fund, L.P, an exempted limited partnership organized and existing under the laws of the Cayman Islands acting by its general partner MLGPE Ltd. (“MLGPE”), Merrill Lynch Ventures L.P. 2001, a limited partnership organized and existing under the laws of the State of Delaware, United States of America (“MLV,” and together with MLGPE, the “Buyers”) and the shareholders of the Company listed on Exhibit A (the “Additional Shareholders,” and together with the Buyers, the “Holders”).
Regional Distribution Contract of Guizhou Tongjitang Pharmaceutical Co., Ltd.Tongjitang Chinese Medicines Co • February 26th, 2007
In order to regulate and protect the distribution market of Party A’s products and protect Party B’s legitimate interests, based on the cooperation principle of “mutual benefits” and “win-win”, both Parties have agreed as follows through friendly consultation:
and Sale and Purchase Agreement in relation to the entire issued share capital of Unisources Enterprises Limited Dated as of June 15, 2006Agreement • February 26th, 2007 • Tongjitang Chinese Medicines Co • New York
