EXHIBIT
10.2
Reorganization Agreement
January 19, 2006
This
Reorganization Agreement is entered between Yangling Daiying
Biotech & Pharmaceutical Group Co., Ltd (Yangling) and Hunan Ze
An Pharmaceutical Co., Ltd (used to be named “Hunan Jin Jin
Pharmaceutical Co., Ltd)(Ze An Pharmaceuticals) and its
shareholders Zhongyu Lu, Aibin Chen and Weiliang Wu (Shareholders
of Ze An Pharmaceuticals).
Yangling Daiying Biotech & Pharmaceutical
Group Co., Ltd (Yangling), a corporation registered at Shaanxi
Province, located at #10 Tai Cheng South Rd., Yangling High-tech
Demonstration Zone, Shaanxi, P.R. China. The legal representative
of Yangling is Wenxia Guo.
Hunan
Ze An Pharmaceutical Co., Ltd (Ze An Pharmaceuticals), a company
registered at Hunan Province, located at An Xiang Industrial Park,
An Xian County, Hunan, P.R. China. The legal representative of Ze
An Pharmaceuticals is: Zhongyu Lu.
In order to
optimize company’s resources, promote the cross-province
development, satisfy the requirements of the market, Yangling and
Ze An Pharmaceuticals would like to reorganize subject to terms and
conditions hereunder after carefully considering the advantages of
the two parties:
|
1.
|
Yangling and Ze
An Pharmaceuticals agree to reorganize with the other party based
on the principles of equality, free-will and mutual benefit. The
Agreement shall be construed in accordance with the laws of
People’s Republic of China. Zongyu Lu is the legal
representative of Ze An Pharmaceuticals and has been fully
authorized to sign this agreement by all the shareholders of Ze An
Pharmaceuticals.
|
|
2.
|
Yangling and Ze
An Pharmaceuticals has acknowledged and confirmed that Shareholders
of Ze An Pharmaceuticals invested totally eight million Ren Min Bi
(RMB) to Ze An Pharmaceuticals as its capitals.
|
|
3.
|
Yangling shall
invest 1,440,000 RMB in cash to purchase 18% of shares of Ze An
Pharmaceuticals held by Weiliang Wu. Yangling shall invest
1,960,000 RMB in cash and 120,900 shares of common stocks of
Worldwide Biotech & Pharmaceutical Company (WWBP) which is
worth of 1,000,000 RMB (the share price of the WWBP’s common
stocks is $1 per share, the exchange rate for RMB is $1 US for 8.27
RMB based on the foreign exchange rate on December 31, 2004) agreed
by both Yangling and Ze An Pharmaceuticals to purchase 37% of
shares of Ze An Pharmaceuticals held by Zhon
|
|
