THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND ARE BEING ISSUED IN RELIANCE UPON AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN
ACCORDANCE WITH REGULATION S THEREUNDER. THE HOLDER HEREOF AGREES
FOR THE BENEFIT OF CHINA HEALTH RESOURCE, INC. (THE
“COMPANY”) THAT THESE SECURITIES MAY BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE COMPANY, IN AN
OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S, OR IN
ACCORDANCE WITH RULE 144 UNDER THE SECURITIES ACT, IF AVAILABLE,
AND IN EACH CASE IN COMPLIANCE WITH APPLICABLE STATE SECURITIES
LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS IN RELIANCE UPON RULE
144 A LEGAL OPINION SATISFACTORY TO THE COMPANY MUST FIRST BE
PROVIDED.
FORM OF CONVERTIBLE PROMISSORY
NOTE
|
$5,710,994.00
|
Suining City, Sichuan, China
Issue Date: December 30,
2008
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For value received, China Health
Resource, Inc., a Delaware corporation (the
“Borrower”), the principal place of business of which
is located at 343 Sui Zhou Zhong Road, Suining City, Sichuan
Province, People’s Republic of China (“PRC”)
hereby promises to pay to the order of Mr. Lei Guo, a citizen
of the PRC, whose business address is No. 188 Xishan Road,
Chuanshan District, Suining City, Sichuan Province, PRC (the
“Holder”), in his capacity as Trustee under that
certain Property Trust Agreement, with Sichuan Yinfa Resource
Development Co., Ltd., as Trustor, dated December 16, 2008, the
principal sum of FIVE MILLION SEVEN HUNDRED TEN THOUSAND NINE
HUNDRED NINETY-FOUR DOLLARS (US$5,710,994.00) (the “Principal
Amount”), together with simple interest from December 30,
2008 at the fixed annual rate of one and one-half percent (1.50%)
on the Principal Amount of this Note outstanding from time to time
as long as the Note is not in default, and four percent (4%) per
annum if not paid when due or while any Event of Default is
continuing. Interest on this Note shall be computed on the basis of
a year of 365 days for the actual number of days elapsed, shall be
compounded annually and be payable at the Maturity Date (as defined
below).
Except as otherwise provided herein,
the Principal Amount due under this Note and all accrued but unpaid
interest hereunder (collectively, the “Outstanding
Amount”) shall be payable on December 30, 2010 (the
“Maturity Date”), subject to the Mandatory Conversion
(as defined below).
This Note is issued pursuant to that
certain Contract of Lease of Property, between the Borrower and the
Holder, dated December 19, 2008 (the “Lease
Agreement”). In the event of any conflict or inconsistency
between this Note and the Lease Agreement, the provisions of this
Note shall control.
The Outstanding Amount will
automatically be converted (a “Mandatory Conversion”)
in four (4) tranches into Class A Common Stock of the Borrower on
the following dates at the
closing bid price per share for the
Class A Common Stock as quoted on the OTC Bulletin Board or, if the
Class A Common Stock is listed on a national securities exchange,
at the closing price per share, in each case determined five (5)
days prior to the conversion date:
(1) On
March 30, 2009, outstanding principal in the amount of
US$2,000,000, plus accrued and unpaid interest to the date of
conversion;
(2) On
December 30, 2009, outstand
