M
erger and Acquisition Agreement
Assigner
: Peng
Lai Jin Chuang Company ( Party A)
Address
: No.1
Shanghai lu, Penglai Wai Xiang Xing Jing Ji Jia Gong Qu, Shuan
Dong Province
Entity
Legal Representative :
Zhang
Bing Yi
Consigning
Agent :
Wang
Gui Yuan (Assistant GM)
Assignee
:
Tian
Di Ren Pharmaceutical Technology Co. ltd. ø
Party
B ÷
Address
:
No.
10 Wei Hai Lu, Ping Fang Kai Fa Qu Ji Zhong Qu, Harbin, Hei
Long Jiang
Entity
Legal Representative :
Zhang
Bing Yi
Consigner
:
Wang
Gui Yuan (Assistant GM)
Entity
Legal Representative :
Liu
Yan Qing (Director)
An
agreement regarding acquiring Peng Lai Jin Chuang Company, by
and between Party A and Party B, has been consented. Party A
agrees to assign all net assets of Peng Lai Jin Chuang
Company, its wholly owned subsidiary to Party B. Party B
agrees to acquire all above assets (including intangible
assets, exclusive production authorization). Directors on
board of both Party A and Party B have reached their mutual
agreement onto the above mentioned proposal. The agreement is
in full alliance with the Corporate Law and Contract Law of
the People’s Republic of China, detailed as the
following.
|
1. |
Evaluation
of assets and terms and means of payment
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| a. |
As
the sole owner of Peng Lai Jin Chuang Company, Party A entitles
this ownership by one hundred percent. Both parties consign Yan Tai
Hao Zheng Real Estate Appraisal Company to evaluate the assets of
Peng Lai Jin Chuang Company (including intangible asset such as the
legal right of the use of land, excluding product lot number). As
result, the evaluated total net asset is seventy million RMB,
consisting fifty million RMB of net asset and twenty million RMB
original value invested to twenty production lot numbers. As agreed
by both parties, the final acquiring value of Peng Lai Jin Chuang
Company is forty-nine million RMB. Party B will pay Party A for
this acquisition of thirty-two million RMB equal valued stocks, and
cash of seventeen million RMB.
|
| b. |
Stocks
valued thirty-two million RMB of China Sky One Pharmaceutical
Company listed on American stock market (AMEX) that Party B is
bound to pay Party A will be realized within thirty days after this
agreement taking into effect, and the agreed cash payment of
seventeen million RMB will be realized within ten days after this
agreement taking into effect. As soon as the agreed cash payment is
fulfilled, Party B is then legally entitled to the entrance of Peng
Lai Jin Chua
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