PURCHASE OPTION AND COOPERATION AGREEMENTCooperation Agreement |
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CHINA YCT INTERNATIONAL GROUP, INC. | Shandong Spring Pharmaceutical Co, Ltd. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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PURCHASE
OPTION AND COOPERATION AGREEMENT
Among
Yan
Tinghe,
Shandong
Yong Chun Tang Bioengineering Co. Ltd.
and
Shandong
Spring Pharmaceutical Co., Ltd.,
Effective
as of April 1, 2008
This Purchase Option and Cooperation
Agreement ("this Agreement") is entered into in Shandong, People's Republic of
China (the "PRC") on 4th day of
April, 2008 by and among:
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Party
A:
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Shandong
Spring Pharmaceutical Co., Ltd. is a wholly-foreign owned enterprise
registered in Shandong, PRC, the registration number of its legal and
valid Business License is 074939,
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Party
B:
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Yan
Tinghe, a citizen of PRC with ID Card number 210105681115317, who owns
100% of Shandong Yong Chun Tang Bioengineering Co.
Ltd.
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Party
C:
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Shandong
Yong Chun Tang Bioengineering Co. Ltd., an enterprise incorporated and
existing within the territory of China in accordance with the law of the
People's Republic of China, the registration number of its legal and valid
Business License is 370831228000622, and the legal registered address is
Gucheng West Road Sihe Office, Sishui County,
Shandong
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WHEREAS,
The Parties hereto wish to grant Party
A the exclusive purchase option to acquire, at any time upon satisfaction of the
requirements under the PRC law, the entire or a portion of Party B's share of
the equity/assets owned by Party C.
NOW AND THEREFORE, in accordance with
the principle of sincere cooperation, mutual benefit and joint development and
after friendly negotiations, the Parties hereby enter into the following
agreements pursuant to the provisions of relevant laws and regulations of the
PRC
ARTICLE
1: THE GRANT AND EXERCISE OF PURCHASE OPTION
1.1 The
Parties hereto agree that Party A shall be granted an exclusive purchase option
to acquire, at any time upon satisfaction of the requirements under applicable
laws and conditions as agreed in this Agreement (including, without limitation,
as under applicable laws, when Party B ceases to be Party C's director, or Party
B attempts to transfer his share equity in Party C to any person, the entire or
a portion of Party C's share equity owned by Party B, or the entire or portion
of assets owned by Party C. The purchase option granted hereby shall be
irrevocable during the term of this Agreement and may be exercised by Party A or
any eligible entity designated by Party A.
1.2 Party
A may exercise the aforesaid purchase option by delivering a written notice to
Party B or Party C (the "Exercise Notice").
1.3 Within
thirty (30) days of the receipt of the Exercise Notice, Party B or Party C (as
the case may be) shall execute a share/asset transfer contract and other
documents necessary to effect the respective transfer of share equity or assets
with Party A (or any eligible Party designated by Party A).
1.4 When
applicable laws permit the exercise of the purchase option provided hereunder
and Party A elects to exercise such purchase option, Party B and Party C shall
unconditionally assist Party A to obtain all approvals, permits, registrations,
filings and other procedures necessary to effect the transfer of relevant share
equity or assets.
ARTICLE
2: REPRESENTATIONS AND WARRANTIES
Each party hereto represents to the
other parties that:
2.1 Each
party hereto represents to the other parties that: (1) it has all the necessary
rights, powers and authorizations to enter into this Agreement and perform its
duties and obligations hereunder; and (2) the execution or performance of this
Agreement shall not violate any significant contract or agreement to which it is
a party or by which it or its assets are bounded.
2.2
Party B represents to Party A that: (1) he is the legally registered shareholder
of party C and has paid Party C the full amount of Party C's registered capital
required under Chinese law; (2) Party B has not created any mortgage, pledge,
secured interests or other form of debt liabilities over the Share Equity; and
(3) Party B has not sold nor will he sell to any third party his Share Equity in
Party C.
ARTICLE
3: EXERCISE PRICE
3.1 When
it is permitted by applicable laws, Party A (or any eligible Party designated by
Party A) shall have the right to acquire, at any time, all of Party C's assets
or its share equity owned by Party B at a to be determined fair value
price If Party A (or any eligible Party designated by Party A) elects
to purchase a portion of Party C's share equity or assets, then the exercise
price for such purpose shall be adjusted accordingly based on the percentage of
such share equity or assets to be purchased over the total share equity or
assets. When Party A (or a qualified entity designated by party A) is to acquire
all or a portion of Party C's equity share or assets from Party B pursuant to
this Agreement, Party A has the right to offset any principal amounts Party C
owes Party A against the purchase price payable to Party B. When
acquiring share equity or assets from Party B or Party C pursuant to this
Agreement, Party A shall pay an actual purchase price based on the purchase
price under applicable Chinese laws or requirements of relevant authorities, if
the purchase price under applicable laws or requirements of relevant authorities
is higher than the purchase price under this Agreement.
3.2 In
satisfaction of all or part of the purchase price payable to Party B, Party A
shall be entitled to deliver shares of the common stock of China YCT
International Group, Inc., if the common stock is listed on the New York Stock
Exchange, the American Stock Exchange or the NASDAQ Stock Market. Any
shares delivered in payment of the purchase price will be valued at the last
trade price reported on the primary exchange for the shares on the day
immediately preceding the date on which Party A gives written notice to Party C
of the exercise of the option.
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