Share Purchase Agreement (English Translation)
Exhibit
10.22
(English
Translation)
Article I.
Parties
This
Share Purchase Agreement (the “Agreement”) was
entered into by and among the following parties on May 13, 2007 in Changchun,
Jilin Province, People’s Republic of China.
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(1)
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▇▇▇▇▇▇▇
▇▇▇, a P.R.C. citizen, owns 51% of all shares of Changchun Yongxin Dirui
Medical Co., Ltd. (“Yongxin
Dirui”). Yongxin Dirui is a company organized under the laws of
China. The registered address of Yongxin Dirui is 2152 Nana Huan Rd., ▇▇▇
▇▇▇▇ District, Changchun. The legal representative of Yongxin Dirui is
▇▇▇▇▇▇▇ ▇▇▇. ▇▇. ▇▇▇▇▇▇▇ ▇▇▇ is also the president of Yongxin
Dirui.
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(2)
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▇▇▇▇▇▇▇
▇▇▇, a P.R.C. citizen, owns 49% of all shares of Yongxin
Dirui. ▇▇▇▇▇▇▇ ▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇ are collectively referred as
the “Sellers.”
Yongxin Dirui is a company organized under the laws of China. The
registered address of Yongxin Dirui is 2152 Nana Huan Rd., ▇▇▇ ▇▇▇▇
District, Changchun. The legal representative of Yongxin Dirui is ▇▇▇▇▇▇▇
▇▇▇.
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(3)
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Digital
Learning Management Corp. (the “Purchaser”), a
company incorporated in the United States with its registered business
address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. The legal
representative and president of the Purchaser is ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, a U.S. citizen.
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Article II.
Transferring
Shares and Price
Whereas:
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(1)
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Yongxin
Dirui is a domestic limited liability company owned by ▇▇▇▇▇▇▇ ▇▇▇ and
▇▇▇▇▇▇▇ ▇▇▇ and is conducting business on the sales of drugs, health
products, medical facilities, sanitary materials, food, construction
materials, textiles and household electronic
appliances.
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Shareholders
of Yongxin Dirui:
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·
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▇▇▇▇▇▇▇
▇▇▇, a 51% shareholder who paid a capital contribution of RMB 7,600,000 to
Yongxin Dirui.
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·
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▇▇▇▇▇▇▇
▇▇▇, a 49% shareholder who paid a capital contribution of RMB 7,400,000 to
Yongxin Dirui.
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(2)
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As
resolved in the shareholders meeting held on April 12, 2007, all
shareholders of Yongxin Dirui agreed that Yongxin Dirui shall sell 80% of
its total shares to the Purchaser for a purchase price of $5,000,000,
among which, 40% of Yongxin Dirui’s shares shall be acquired from ▇▇▇▇▇▇▇
▇▇▇ for $2,500,000 and 40% of Yongxin Dirui’s shares shall be acquired
from ▇▇▇▇▇▇▇ ▇▇▇ for $2,500,000.
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As
agreed, after the share transfer:
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(1)
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Digital
Learning Management Corp. shall become an 80% shareholder by paying a
capital contribution of RMB 12,000,000.
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(2)
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▇▇▇▇▇▇▇
▇▇▇ shall become an 11% shareholder who has a capital contribution of RMB
1,650,000.
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(3)
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▇▇▇▇▇▇▇
▇▇▇ shall become a 9% shareholder who has a capital contribution of RMB
1,350,000.
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Article III. Payment
Term
The
Purchaser shall pay the purchase price of $5,000,000 in one payment within three
months after the registration date of the corporate change. The Sellers shall be
responsible for submitting request of approval to the proper government
authorities in China.
Article IV. Rights and
Duties
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1.
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The
Purchaser shall succeed 80% of all current or future rights and
liabilities of Yongxin Dirui.
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2.
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The
Purchaser shall pay the capital contribution pursuant to the terms and
conditions under this Agreement.
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Article V. Breach of
Agreement
Any
breaching party shall compensate to the non-breaching party for all damages
caused by the breach of the Agreement. The non-breaching party has the right to
terminate this Agreement.
Article
VI. Applicable Laws
The laws
of the People’s Republic of China shall be applicable to this
Agreement.
Article VII. Force
Majeure
If any
party is rendered incapable to perform this Agreement due to the occurrence of
any unexpected event, such as war, flood, typhoon and earthquake (“Force Majeure
Event”), such party may continue its performance after the end of the
Force Majeure Event. If both parties are rendered incapable to perform this
Agreement, the parties may consult for a solution, or submit any dispute to
arbitration.
Article VIII. Dispute
Resolution
Any
dispute arising from this Agreement shall be resolved by consultation between
both parties. If no resolution can be reached by consultation, the dispute shall
be submitted to arbitration at the China International Economic and Trade
Arbitration Commission in Beijing. The arbitration shall be final and binding to
both parties. No party shall appeal the decision. The losing party of the
arbitration shall pay the arbitration fees. This Agreement shall remain
effective during the arbitration period except for the arbitrated terms under
the Agreement.
Article IX. Effect and
Termination of the Agreement
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1.
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The
Agreement shall become effective upon the execution by both parties and
approval of the relevant government authority. If no government approval
is issued within ninety (90) days after the execution of the Agreement,
the Agreement shall be terminated. In this case, no party shall claim for
damages.
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2.
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The
exhibits of this Agreement shall have the same effect as the
Agreement.
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3.
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Any
amendment of the Agreement shall be made in writing through consultation
of both parties. The amended terms and conditions shall have the same
effect as the Agreement.
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4.
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Upon
the execution of this Agreement, any previous agreements made by the
parties shall become void.
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5.
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Any
notice sent by one party to other parties shall be made in
writing.
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6.
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Unsettled
matters under this Agreement shall be resolved according to common
business practices.
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7.
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This
Agreement is executed into seven duplicates. Each party shall hold two
duplicates.
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Purchaser:
Digital Learning Management Corp. (Stamp & Signature)
Seller:
▇▇▇▇▇▇▇ ▇▇▇ (Signature)
▇▇▇▇▇▇▇
▇▇▇ (Singature)
May 13,
2007