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CHINA HEALTH HOLDING, INC.
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(CHHH: OTCBB NASDAQ)
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ACQUISITION DEFINITIVE AGREEMENT
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THIS ACQUISITION DEFINITIVE AGREEMENT (this "Agreement") is dated
as of Jan 1st.
2007.
BY AND AMONG:
CHINA HEALTH HOLDING, INC., a corporation formed pursuant to the
laws of the
State of Nevada and having a business address located at101
Convention Center
Drive, Suite 700, Las Vegas, NV 89107-2001 USA and mailing address
at PO Box
#48610 - 595 Burrard St. Vancouver, British Columbia, Canada V6C
2X8.
(Hereinafter called the "Purchasers", "CHINA HEALTH" or the
"Company")
AND:
Xi'An Meichen Pharmaceutical Co. Ltd., a company formed pursuant to
the laws of
the People's Republic of China and having an office for business
located at
#1803 Xi-Gue-Ma Building, Mi-Jia-Qiao, Gao-Xin Road, Xi'An, and #
108 East
Guo-Tao, Ma-Zhu-Zhen, Zhou-Zhi County, Xi'An, Shaanxi Province,
P.R. China
(Hereinafter called "Xi'An Meichen" or the "Acquiree")
RECITALS:
CHINA HEALTH and Xi'An Meichen desire to complete an acquisition
transaction
pursuant to which CHHH, through itself, or one of its wholly owned
subsidiaries,
shall acquire 100% ownership of a total 25 MU Lands along with all
the
buildings, and a China SFDA Certified GMP Pharmaceutical Drugs
Manufacturing
Facilities, and a total of Fourty-Three (43) China SFDA Certified
Pharmaceutical
Drugs Pipelines from Xi'An Meichen, free from all liens, mortgages,
charges,
pledges, encumbrances or other burdens with all rights now or
thereafter
attached thereto, to China Health Holding, Inc. ( CHHH :OTCBB NASD)
legally
fully financially according the terms set forth in this Acquisition
Agreement
mutually legally agreed and signed/consented and sealed by both
CHHH and Xi'An
Meichen. The consideration should compose of cash and common stock
of the
Company. The Company shall pay a total of 20,000,000 restricted
common stocks of
the Company plus a total of $ 12,000,000 RMB in cash to Xi'An
Meichen on the
acquisition transaction completion day.
The Board of Directors of CHINA HEALTH and the Board of Directors
of Xi'An
Meichen have each approved the proposed transaction, contingent
upon
satisfaction prior to closing of all of the terms and conditions of
this
Agreement; and
THE SHAREHOLDER are the owners of 100% ownership of Xi'An Meichen;
and
THE PARTIES desire to make certain representations, warranties and
agreements in
connection with completion of the proposed acquisition
transaction.
<PAGE>
NOW, THEREFORE, in consideration of the foregoing recitals, which
shall be
considered an integral part of this Agreement, and the covenants,
conditions,
representations and warranties hereinafter set forth, the parties
hereby agree
as follows:
ARTICLE I
THE ACQUISITION
1.1 THE ACQUISITION. At the Closing (as hereinafter defined), CHINA
HEALTH shall
acquire 100% ownership of a total 25 MU Lands along with all the
buildings, and
a China SFDA Certified GMP Pharmaceutical Drugs Manufacturing
Facilities, and a
total of Fourty-Three (43) China SFDA Certified Pharmaceutical
Drugs Pipelines
from Xi'An Meichen, free from all liens, mortgages, charges,
pledges,
encumbrances or other burdens with all rights now or thereafter
attached
thereto, to China Health Holding, Inc. ( CHHH :OTCBB NASD) legally
fully
financially according the terms set forth in this Acquisition
Agreement mutually
legally agreed and signed/consented and sealed by both CHHH and
Xi'An Meichen.
The consideration should compose of cash and common stock of the
Company. The
Company shall pay a total of 20,000,000 restricted common stocks of
the Company
plus a total of $ 12,000,000RMB in cash to Xi'An Meichen on the
acquisition
transaction completion day.
Xi'An Meichen was established in 2004 as a private company in
Xi'An, Shaanxi
Province, PR China under Chinese Government Laws and Regulations.
Xi'An Meichen
engages in the businesses of developing, manufacturing and
marketing of various
kinds of pharmaceuticals products. The Acquisition shall take place
upon the
terms and conditions provided for in this Agreement and in
accordance with
applicable law.
1.2 The Agreement is governed by the laws of China and reflects
customary
business practices in China. As such, it does not contain all of
the customary
representations and warranties, indemnification and other
applicable provisions
that are generally included in an acquisition agreement
contemplating the
purchase of all outstanding capital shares of a company.
1.3 CLOSING AND EFFECTIVE TIME. Subject to the provisions of this
Agreement, the
parties shall hold a closing (the "Closing") on (i) the first
business day on
which each and all of the conditions set forth in Article V to be
fulfilled
prior to the Closing is fulfilled or waived or (ii) on a date
mutually agreed
(the "Effective Time").
ARTICLE II
REPRESENTATIONS AND WARRANTIES
2.1 REPRESENTATIONS AND WARRANTIES OF CHINA HEALTH. CHINA HEALTH
represents and
warrants to Xi'An Meichen and the SHAREHOLDERS as follows:
(a) ORGANIZATION, STANDING AND POWER. CHINA HEALTH owns and
operates subsidiary
that is corporation duly organized, validly existing and in good
standing under
the laws of China and has all requisite power and authority to own,
lease and
operate its properties and to carry on its business as now being
conducted, and
is duly qualified and in good standing to do business in each
jurisdiction in
which the nature of its business or the ownership or leasing of its
properties
makes such qualification necessary.
(b) CERTIFICATE OF INCORPORATION, BYLAWS, AND MINUTE BOOKS. The
copies of the
Articles of Incorporation and of the Bylaws of CHINA HEALTH which
have been
delivered to Xi'An Meichen are true, correct and complete copies
thereof. The
minute book of CHINA HEALTH, which has been made available for
inspection,
contains accurate minutes of all meetings and accurate consents in
lieu of
meetings of the Board of Directors (and any committee thereof) and
of the
shareholders of CHINA HEALTH since the date of incorporation and
accurately
reflects all transactions referred to in such minutes and consents
in lieu of
meetings.
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(c) AUTHORITY. CHINA HEALTH has all requisite power and authority
to enter into
this Agreement and to consummate the transactions contemplated
hereby. The
execution and delivery of this Agreement and the consummation of
the
transactions contemplated hereby have been duly authorized by the
Board of
Directors of CHINA HEALTH. No other corporate or shareholder
proceedings on the
part of CHINA HEALTH are necessary to authorize the Acquisition, or
the other
transactions contemplated hereby
(d) CONFLICT WITH OTHER AGREEMENTS; APPROVALS. The execution and
delivery of
this Agreement does not, and the consummation of the transactions
contemplated
hereby will not result in any violation of, or default (with or
without notice
or lapse of time, or both) under, or give rise to a right of
termination,
cancellation or acceleration of any obligation or the loss of a
material benefit
under, or the creation of a lien, pledge, security interest or
other encumbrance
on assets (any such conflict, violation, default, right of
termination,
cancellation or acceleration, loss or creation, a "violation")
pursuant to any
provision of the Articles of Incorporation or Bylaws or any
organizational
document of CHINA HEALTH or, result in any violation of any loan or
credit
agreement, note, mortgage, indenture, lease, benefit plan or other
agreement,
obligation, instrument, permit, concession, franchise, license,
judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to
CHINA HEALTH
which violation would have a material adverse effect on CHINA
HEALTH taken as a
whole. No consent, approval, order or authorization of, or
registration,
declaration or filing with, any court, administrative agency or
commission or
other governmental authority or instrumentality, domestic or
foreign (a
"Governmental Entity") is required by or with respect to CHINA
HEALTH in
connection with the execution and delivery of this Agreement by
CHINA HEALTH or
the consummation by CHINA HEALTH of the transactions contemplated
hereby.
(e) BOOKS AND RECORDS. CHINA HEALTH has made and will make
available for
inspection by Xi'An Meichen upon reasonable request all the books
of CHINA
HEALTH relating to the business of CHINA HEALTH. Such books of
CHINA HEALTH have
been maintained in the ordinary course of business. All documents
furnished or
caused to be furnished to Xi'An Meichen by CHINA HEALTH are true
and correct
copies, and there are no amendments or modifications thereto except
as set forth
in such documents.
(f) COMPLIANCE WITH LAWS. CHINA HEALTH is and has been in
compliance in all
material respects with all laws, regulations, rules, orders,
judgments, decrees
and other requirements and policies imposed by any Governmental
Entity
applicable to it, its properties or the operation of its
businesses.
(g) SEC FILINGS. CHINA HEALTH has filed all periodic reports
required to be
filed with the Securities and Exchange Commission and as of the
date hereof, is
current in its filing obligations.
(h) FINANCIAL STATEMENTS AND TAX RETURNS. Copies of CHINA HEALTH's
audited
financial statements for the fiscal year ended December 31, 2005
and December
31, 2006 and of its tax return for the fiscal year 2004 have been
delivered to
Xi'An Meichen.
(i) LITIGATION. There is no suit, action or proceeding pending, or,
to the
knowledge of CHINA HEALTH, threatened against or affecting CHINA
HEALTH which is
reasonably likely to have a material adverse effect on CHINA
HEALTH, nor is
there any judgment, decree, injunction, rule or order of any
Governmental Entity
or arbitrator outstanding against CHINA HEALTH having, or which, in
so far as
reasonably can be foreseen, in the future could have, any such
effect.
(j) TAX RETURNS. CHINA HEALTH has duly filed any tax reports and
returns
required to be filed by it and has fully paid all taxes and other
charges
claimed to be due from it by any federal, state or local taxing
authorities.
There are not now any pending questions relating to or claims
asserted for,
taxes or assessments asserted upon CHINA HEALTH.
(k) Indemnity CHINA HEALTH agree to indemnify and save harmless
Xi'An Meichen
from and against any and all claims, demands, actions, suits,
proceedings,
assessments, judgments, damages, costs, losses and expenses,
including any
payment made in good faith in settlement of any claim (subject to
the right of
the CHINA Pharmaceutical Shareholders to defend any such claim),
resulting from
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the breach by any of them of any representation or warranty of such
party made
under this Agreement or from any misrepresentation in or omission
from any
certificate or other instrument furnished or to be furnished by
Xi'An Meichen or
the CHINA HEALTH to Xi'An Meichen and shareholders hereunder.
2.2 REPRESENTATIONS AND WARRANTIES OF XI'AN MEICHEN. Xi'An Meichen
represents
and warrants to CHINA HEALTH as follows:
(a) ORGANIZATION, STANDING AND POWER. Xi'An Meichen is a
corporation duly
organized, validly existing and in good standing under the laws of
China, has
all requisite power and authority to own, lease and operate its
properties and
to carry on its business as now being conducted, and is duly
qualified and in
good standing to do business in each jurisdiction in which the
nature of its
business or the ownership or leasing of its properties makes such
qualification
necessary.
(b) CERTIFICATE OF INCORPORATION, BYLAWS AND MINUTE BOOKS. The
copies of the
Certificate of Incorporation and of the other corporate documents
of Xi'An
Meichen which have been delivered to CHINA HEALTH are true, correct
and complete
copies thereof. The minute books of Xi'An Meichen which have been
made available
for inspection contain accurate minutes of all meetings and
accurate consents in
lieu of meetings of the Board of Directors (and any committee
thereof) and of
the shareholders of Xi'An Meichen since the date of incorporation
and accurately
reflect all transactions referred to in such minutes and consents
in lieu of
meetings.
(c) AUTHORITY. Xi'An Meichen has all requisite power to enter into
this
Agreement and, subject to approval of the proposed transaction by
the
shareholders of 100% of its ownership which are entitled to vote to
approve the
proposed transaction, has the requisite power and authority to
consummate the
transactions contemplated hereby. Except as specified herein, no
other corporate
or shareholder proceedings on the part of Xi'An Meichen are
necessary to
authorize the Acquisition and the other transactions contemplated
hereby.
(d) CONFLICT WITH AGREEMENTS; APPROVALS. The execution and delivery
of this
Agreement does not, and the consummation of the transactions
contemplated hereby
will not, conflict with, or result in any violation of any
provision of the
Certificate of Incorporation or Bylaws of Xi'An Meichen or of any
loan or credit
agreement, note, mortgage, indenture, lease, benefit plan or other
agreement,
obligation, instrument, permit, concession, franchise, license,
judgment, order,
decree, statute, law, ordinance, rule or regulation applicable to
Xi'An Meichen
or its properties or assets. No consent, approval, order or
authorization of, or
registration, declaration or filing with, any Governmental Entity
is required by
or with respect to Xi'An Meichen in connection with the execution
and delivery
of this Agreement by Xi'An Meichen, or the consummation by Xi'An
Meichen of the
transactions contemplated hereby.
(e) BOOKS AND RECORDS. Xi'An Meichen has made and will make
available for
inspection by CHINA HEALTH upon reasonable request all the books of
account,
relating to the business of Xi'An Meichen. Such books of account of
Xi'An
Meichen have been maintained in the ordinary course of business.
All documents
furnished or caused to be furnished to CHINA HEALTH by Xi'An
Meichen are true
and correct copies, and there are no amendments or modifications
thereto except
as set forth in such documents.
(f) COMPLIANCE WITH LAWS. Xi'An Meichen is and has been in
compliance in all
material respects with all laws, regulations, rules, orders,
judgments, decrees
and other requirements and policies imposed by any Governmental
Entity
applicable to it, its properties or the operation of its
businesses.
(g) LIABILITIES AND OBLIGATIONS. Xi'An Meichen has no material
liabilities or
obligations (absolute, accrued, contingent or otherwise) except (i)
liabilities
that are reflected and reserved against on the Xi'An Meichen
financial
statements that have not been paid or discharged since the date
thereof and (ii)
liabilities incurred since the date of such financial statements in
the ordinary
course of business consistent with past practice and in accordance
with this
Agreement.
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<PAGE>
(h) FINANCIAL STATEMENTS AND TAX RETURNS. Copies of Xi'An Meichen's
audited
financial statements for the fiscal year ended December 31, 2005
and December
31, 2006 and of its tax return for the fiscal year 2004 have been
delivered to
China Health.
(i) LITIGATION. There is no suit, action or proceeding pending, or,
to the
knowledge of Xi'An Meichen threatened against or affecting Xi'An
Meichen, which
is reasonably likely to have a material adverse effect on Xi'An
Meichen, nor is
there any judgment, decree, injunction, rule or order of any
Governmental Entity
or arbitrator outstanding against Xi'An Meichen having, or which,
insofar as
reasonably can be foreseen, in the future could have, any such
effect.
(j) TAXES. Xi'An Meichen has filed or will file within the time
prescribed by
law (including extension of time approved by the appropriate taxing
authority)
all tax returns and reports required to be filed with all other
jurisdictions
where such filing is required by law; and Xi'An Meichen has paid,
or made
adequate provision for the payment of all taxes, interest,
penalties,
assessments or deficiencies due and payable on and with respect to
such periods.
Xi'An Meichen knows of (i) no other tax
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