ASSETS PURCHASE AGREEMENT

Article 1.

Definitions

Base Purchase Price

shall refer to the meaning as defined in Article 3.1 of the Agreement.

Fixed Assets

shall mean the fixed assets as listed in Appendix 1 of the Agreement.

Intangible Assets

shall mean the intangible assets as listed in Appendix 2 of the Agreement.

Net Working Capital

shall mean Purchased Assets related account receivables plus inventory and minus account payables (e.g. account receivables + inventory - account payables).

Purchased Assets

shall mean the assets related to the formulation business of Weiqida that are agreed to by the Parties and confirmed in Appendix 1 and Appendix 2 of the Agreement, including (1) Fixed Assets; and (2) Intangible Assets.

Purchase Price

shall mean the purchase price determined according to the purchase price adjustment mechanism as provided in Article 3.2.

Purchase Price Adjustment

shall refer to the meaning as defined in Article 3.2.

Article 2.

Purchase and Sale of Assets

2.1

Purchase and Sale of Purchased Assets. Subject to the terms and conditions of this Agreement and its Appendices, Weiqida shall sell and transfer to Qianyuan, and Qianyuan shall purchase and acquire from Weiqida, all of the Purchased Assets.

2.2

Delivery of Purchased Assets. After the fulfilment of all the conditions precedent to the performance by Weiqida of the obligation to deliver the Purchased Assets as provided in Article 3.3.1 of the Agreement, Weiqida and Qianyuan shall proceed with the delivery of the Purchased Assets. During delivery, Weiqida shall deliver to Qianyuan all documents and materials containing all information necessary for Qianyuan to make full use of the Purchased Assets and to ensure that all the Purchased Assets be duly transferred and in the possession of Qianyuan, including certificates and documents evidencing ownership, technical standards, specifications, time sheets, drawings, instructions, user's guides, suppliers' statements, repair and maintenance history, insurance policies and etc. The Parties shall sign the Delivery Confirmation Letter as listed in Appendix 3 of this Agreement upon completion of the delivery of the Purchased Assets.

2.3

Transfer of Title of Purchased Assets. After the completion of the delivery of the Purchased Assets, Weiqida’s right of, title to and interest in each of the Purchased Assets under this Agreement and the risks of losses and damages of the Purchased Assets shall be fully transferred to Qianyuan.

2.4

Liabilities Not Assumed. Unless otherwise specified in this Agreement and to the extent permissible under applicable Chinese laws, except for any obligation or liability that Qianyuan agrees to assume according to the provisions of the Agreement, Qianyuan shall not assume or have any responsibility for any obligation or liability in connection with any of the Purchased Assets arising prior to the completion of delivery of the Purchased Assets (the "Excluded Liabilities"), including, without limitation: (a) all environmental liabilities or contamination which arise or result, directly or indirectly, from operation and use of any Purchased Assets; and (b) any outstanding payment relating to the Purchased Assets arising prior to the completion of delivery of the Purchased Assets.

2.5

Arrangement before Delivery of Purchased Assets After the execution of the Agreement and before the completion of the delivery of the Purchased Assets, (1) prior written permission shall be obtained if Weiqida needs to dispose of any of the Purchased Assets,

Article 3.

Price and Payment of Purchased Assets and Compensation of Net Working Capital Variance

3.1

Base Purchase Price. The Base Purchase Price for the Purchased Assets shall be RMB89,000,000.

3.2

Adjustment of Purchase Price. If and to the extent that any of the Purchased Assets are no longer in existence or functional or have been disposed of on or before the delivery of the Purchased Assets, then such assets shall be deleted from the Purchased Assets and the Purchase Price shall be adjusted accordingly.

3.3

Payment of Purchase Price.

3.3.1

As conditions precedent to the performance by Weiqida of the obligation to deliver the Purchased Assets to Qianyuan according to the provisions of Article 2 of the Agreement:

(1)

As of June 15, 2006, Qianyuan has paid RMB23,000,000 to Weiqida as down payment under the Agreement.

(2)

Qianyuan, Weiqida and Shanxi San Shen Pharmaceutical Company Limited signed a Loan Repayment Agreement in the form attached as Appendix 4 of this Agreement on June 21, 2006, according to which, the loan in the amount of RMB 41,000,000 owed by Weiqida to Shanxi San Shen Pharmaceutical Company Limited shall be repaid by Qianyuan. If, for any reason, Weiqida is still required to repay the loan to Shanxi San Shen Pharmaceutical Company Limited directly, Qianyuan shall pay to Weiqida the amount equivalent to the repayment that Weiqida is required to make directly to Shanxi San Shen Pharmaceutical Company Limited.

(3)

Qianyuan shall pay to Weiqida RMB25,000,000 in cash as part of the Base Purchase Price before June 30, 2006.

3.3.2

Before August 31, 2006, Qianyuan and Weiqida shall make settlement of the Purchase Price as adjusted according to Article 3.2 of the Agreement.

3.4

Compensation of Net Working Capital Variance

3.5

Payment of Tax. Except for the corporate income tax payable by Weiqida in respect of the transfer of the Purchased Assets, for all other taxes and fees incurred as a result of the transfer of the Purchased Assets, each Party shall undertake 50% of such taxes and fees and the Parties shall settle the taxes and fees according to relevant payment receipts.

Article 4.

Representations and Warranties

4.1

Representations and Warranties of Weiqida. Weiqida hereby, represents and warrants to Qianyuan as follows (unless otherwise provided in the Agreement):

(1)

Weiqida is an enterprise duly organized, validly existing, and in good standing under the laws of the PRC, and has all requisite corporate power and lawful authority to: (a) enter into this Agreement and to perform all of its obligations hereunder (the board resolution of Weiqida to approve its conclusion of this Agreement is attached hereto as Appendix 5 of the Agreement); (b) own, lease and operate its properties and assets; and (c) carry on its business.

(2)

Neither the execution of this Agreement by Weiqida nor the performance by Weiqida of any of its obligations hereunder will: (a) violate or conflict with any of the provisions of Weiqida’s articles of association or other corporate documents; (b) violate or conflict with any provisions of any law, regulation or order applicable to Weiqida; (c) conflict with or result in a breach of or constitute a default under any of the terms and conditions of any contract or agreement to which Weiqida is a party or by which it is bound, or to which any of Purchased Assets are subject; or (d) require any consent or approval by, or filing or notice with, any governmental body that has not been obtained.

4.2

Representations and Warranties of Qianyuan. Qianyuan hereby, represents and warrants to Qianyuan as follows (unless otherwise provided in the Agreement):

(1)

Qianyuan is an enterprise duly organized, validly existing, and in good standing under the laws of the People’s Republic of China, and has all requisite corporate power and lawful authority to: (a) enter into this Agreement and to perform its obligations hereunder (the board resolution of Qianyuan to approve its conclusion of this Agreement is attached hereto as Appendix 6 of the Agreement); (b) own, lease and operate its properties and assets; and (c) carry on its business.

(2)

Neither the execution of this Agreement by Qianyuan nor the performance by Qianyuan of any of its obligations hereunder will: (a) violate or conflict with any of the provisions of Qianyuan’s articles of association or other corporate documents; (b) violate or conflict with any provisions of any law, regulation or order applicable to Qianyuan; (c) conflict with or result in a breach of or constitute a default under any of the terms and conditions of any contract or agreement to which Qianyuan is a party or by which it is bound; or (d) require any consent or approval by, or filing or notice with, any governmental body that has not been obtained.

Article 5.

Obligations of the Parties

5.1

Obligations of Weiqida. The Obligations of Weiqida for the purpose of this Agreement are to:

(1)

perform and comply with all of the agreements, covenants and obligations required under this Agreement to be performed or complied with by Weiqida.

(2)

obtain all authorizations, consents, waivers and approvals as may be required to be obtained by Weiqida in connection with the consummation of the transaction contemplated by this Agreement or as may be necessary for the transfer to Qianyuan of the Purchased Assets.

(3)

sign with each of Weiqida’s assignment-waiting employees listed in Appendix 8 of this Agreement the written agreement in the form attached as Appendix 7 of the Agreement in respect of reception and placement within 30 days after the execution of this Agreement.

(4)

terminate the employment agreements with the employees related to the formulation business of Weiqida and accepted by Qianyuan as listed in Appendix 9 of the Agreement and assist Qianyuan to sign new employment agreements with such employees within 30 days after the execution of this Agreement.

(5)

undertake, in conjunction with Qianyuan, the transferring formalities in the PRC State Food and Drug Administration in respect of the Intangible Assets transferred to Qianyuan.