TRANSLATION] Equity Transfer Agreement
[TRANSLATION]
[PARTIES]
Vendors:
Nationality:
People’s
Republic of China (“China” or “PRC”)
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Vendor/Shareholder
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Capital
(ten
thousand RMB)
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Payment
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Share
Percentage (%)
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Share
Price
(ten
thousands RMB)
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JiangPeiHeng
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15
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currency
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25.86
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77.58
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GaoHongWu
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16
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currency
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27.59
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82.77
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GuoSen
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27
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currency
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46.55
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139.65
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Transferee:
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▇▇▇▇▇▇
▇▇▇▇ Di Ren Medical Science and Technology Company
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(The
“Transferee”)
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Place
of registration:
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China
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Authorized
Officer:
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Yan
▇▇▇▇ ▇▇▇
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Nationality:
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China | ||
Heilongjiang
Haina Pharmaceutical, Inc., is a company registered in PRC, business
license: 230199100062946, with a registered capital of 580,000 RMB. All
Shareholders (“Shareholders” or “Vendors”) agree to transfer 100% stock equity
to the Transferee, and the Transferee agrees to buy all such stock equity.
This
agreement is made by the parties pursuant to the regulation of PRC and
principles of equality and mutual benefit.
Article
1. Name and share of the transferred stock equity.
All
shareholders are agree to transfer 100% stock equity and related rights of
registered capital of Heilongjiang Haina Pharmaceutical, Inc. (“Haina”) to
Transferee in exchange for value of 3,000,000 RMB. The Vendors agree to transfer
the stock equity. After the acquisition, Transferee will be vested with 100%
of
the stock equity of Haina and, Vendor will not own the stock equity of
Heilongjiang Haina Pharmaceutical, Inc. (“Haina”) and the Transferee will own
all the stock equity of Haina.
Article
2. Transfer value.
Through
the negotiation, the parties agree that the fair market value and purchase
price
of the 100% stock equity of Haina is 3,000,000RMB; the price should be paid
to
the Vendors according to the list at the beginning of this
Agreement.
Article
3. The time of Payment; Time limit and the Closing method.
Payment
shall be made
within
one month of entry into this agreement with title to transfer upon receipt
of
appropriate government consents.
1
Article
4. Tax.
According
to PRC law, each of the two sets of parties shall be responsible for their
own
taxes incurred by the transfer of shares and payment respectively.
Article
5. Arrangement of officers and workers.
After
the
acquisition, ▇▇ ▇▇▇▇▇ Yukun will be the authorized officer of Haina, the
managers of Haina will be appointed by the Transferee.
Article
6. Damages for Breach of Contract.
After
the
execution of this agreement, it is binding on the all parties.
Should
either party default the breaching party shall assume responsibility for costs
of the other party.
1.
If the
Vendors do not arrange the transfer of ownership to the Transferee, for the
Vendor shall pay as damages, in accordance with the transfer of ownership,
1,200
RMB of Value as a daily penalty in the form of the reduction in the purchase
price paid herein; and, if Vendors do not cause the closing for more than three
months, the Transferee has the right to terminate this contract.
2.
If the
Transferee does not arrange for payment of funds to the vendor,
the
daily
late payment penalty amount to the Vendor shall be 1,200 RMB penalty in the
form
of an increase in the purchase price paid herein; and, if Transferee does not
cause the funding for a closing for more than three months, the Vendor has
the
right to terminate this contract.
3.
If any
of the parties are in any other violation, breach of contract, the other party
shall be compensate for all the economic losses.
4. The
financial statements and the list of Vendors which have provided must have
a
real property legitimacy, fair responsible for the assignment or in the process
and, if the financial situation and property inventory and the actual situation
in any inaccuracies, vendor assume s the corresponding liability.
Article
7. Procedures for Dispute Resolution.
Disputes
arising from or relating to the contract shall be settled through friendly
consultations; if consensus can not be reached, either party has the right
to
files suit in the district court.
Article
8. Applicable law.
This
contract shall be construed in accordance with PRC law for effectiveness,
performance, interpretation, liability for breach of contract, dispute
settlement.
Article
9. The commencement and termination.
The
shall
agreement become effective on the date that both sides have executed this
agreement.
This
contract shall be deemed terminated after registration change and the transferee
pay equity transfer price.
Article
10. Other Matters.
1.
If
there are any unaddressed issues or interpretations relating to this contract,
the same shall be resolved by both sides in good faith by a supplementary
agreement.
2.
The
contract shall be executed in 4 copies, each of the Vendor, the Transferee,
and
two for the related government offices.
3.
The
contract signed by the Vendors, the Transferee or authorized representatives
of
the both sides on December 31, 2007 in Harbin, China.
2
vendor:
signature:
transferee:
3