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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
PARTY B: AIBIN CHEN
Number of ID Card: 430321195801030012
Home Address: Yingbin West Rd., Yu Hu District,
Xiang Tan City
PARTY C: ZHUOBIN LI
Number of ID Card: 430721197702180192
Home Address: Chanling Rd, Group 1, Cheng Guan
Town, An Xiang County, Hunan Province;
Whereas:
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).
Whereas,
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.
Whereas:
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.
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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
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