CONSOLIDATION AND REORGANIZATION AGREEMENT
PARTY A:
YANGLING DAIYING BIOTECH & PHARMACEUTICAL GROUP CO.,
LTD.
Registration
Place: No. 10 Taicheng South Rd., Yangling Hi-tech Demonstration
Zone, Shaanxi
Number of ID
Card: 430321195801030012
Home Address:
Yingbin West Rd., Yu Hu District, Xiang Tan City
Number of ID
Card: 430721197702180192
Home Address:
Chanling Rd, Group 1, Cheng Guan Town, An Xiang County, Hunan
Province;
Party A, Party
B and Party C are shareholders of Hunan Hua Yang Pharmaceutical
Co., Ltd., Party A holds 51% of the total shares, Party B and C
hold 49% of total shares together through Hong Kong Hua Tai Agent
Co., Ltd, (including 17% of shares holding by Party B and 32% of
shares holding by Party C).
Party A, Party
B and Zhongyu Lu are shareholders of Hunan Ze An Pharmaceutical
Co., Ltd., Party A holds 65% of total shares, Party B holds 20% of
total shares and Zhongyu Lu holds 15% of total share. On Dec. 5,
2005, Zhongyu Lu sales his 15% of shares to Party B and Party B
owes 1.2 million RMB to Zhongyu Lu to obtain these shares. Zhongyu
Lu is no longer shareholder of Hunan Ze An Pharmaceutical Co.,
Ltd.
Party B
proposed and Party A agreed to pay Zhongyu Lu and Party B agrees to
transfer this 15% of shares from Zhongyu to Party A. Party A will
pay Zhongyu Lu two year later started from the date of execution of
this agreement.
In order to
optimize the capital and resources and cut down operation cost and
management cost, with the agreement of shareholders of the two
companies, the Parties will reorganize Hunan Hua Yang
Pharmaceutical Co., Ltd. and Hunan Ze An Pharmaceutical Co., Ltd.
The three parties reached the following terms about the
consolidation:
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1.
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SUPPORTING
FINANCIALS FOR CONSOLIDATIONS:
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The terms of
this consolidation is based on th
