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Exhibit 10.1
China Southern Bio-Pharma, Inc.
Yunnan Nanyao Jiaoxiong Pharmaceutical Co., Ltd.
Joint Venture Agreement
China Southern Bio-Pharma, Inc. ("China Southern")
Yunnan Nanyao Jiaoxiong Pharmaceutical Co., Ltd. ("Yunnan
Pharmaceutical")
Section 1 Generals
This agreement is drafted and passed under the Sino-Foreign Joint
Venture
Enterprise Law and other related Chinese laws. Two related parties are China
Southern Bio-Pharma, Inc. ("China Southern") and Yunnan
Jiaoxiong
Pharmaceutical Co., Ltd. ("Yunnan Pharmaceutical")
Section 2 Joint Venture Parties
1
China Southern Bio-Pharma, Inc. ("China Southern"), registered
in
Florida, USA. The registered address is 9858 Glades Road #213 Boca
Raton, Fl
33434. Legal representative: Tuanjai Zhou Position:President,
Nationality:
Thailand.
2
Yunnan Jiaoxiong Pharmaceutical Co., Ltd. ("Yunnan
Pharmaceutical")
registered in Yunnan Province, China. The registered address is, Dali
Hi-tech
Industry Development Zone, Yunnan Province. Legal representative:
Zhou Yong Kang
Position: Chairman
& CEO, Nationality: Chinese.
Section 3 Joint Venture Company
1
China Southern and Yunnan Pharmaceutical agree to create Yunnan
Hero
Pharmaceutical Co., Ltd. ("Hero Pharmaceutical") as a joint venture
company
under the guidelines of the Sino-Foreign Joint Venture Enterprise
Law and other
related Chinese laws (the "Joint Venture").
2 Name of Joint
Venture: Yunnan Hero Pharmaceutical Co., Ltd.
Registered Address: Hi-Tech Plaza, Kunming City, Yunnan Province,
China.
3 All
activities of the joint venture must obey the laws, rules, and
related regulations of the People's Republic of China.
4 The
joint venture is a limited liability company. China Southern
and
Yunnan Pharmaceutical are responsible for their shares of
responsibilities only.
Any excessive debts related or not, will not be the
responsibilities of either
party. Either party carries risks or share profits according to
shares held.
Section 4 Purpose Products and Size
1 The
purpose of the joint venture between China Southern and Yunnan
Pharmaceutical is to enhance economic cooperation, implement
advanced and
applicable method in management, develop new business, be
competitive in the
international market and improve value, as result, create economic
values for
shareholders.
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2
Joint Venture Business Scope
The business scope of the Joint Venture includes the research,
development and
transfer of plant medicines production; manufacturing and
distribution of health
care product made by Hero Pharma.
3
Joint Venture Sales Revenue
The annual sales revenue for the joint venture company is expected
to reach
$4.38 MM USD (35 MM RMB) .
Section 5 Total
Investment and Registered Capital
1 Yunnan
Pharmaceutical will contribute total $3.68 MM USD (29.40 MM
RMB)
as the registered capital for the joint venture.
2
Either party who wants to transfer any shares to a third party
must notify and approve from the other party, along with the
approval of the appropriate agencies.
Section 6
Responsibilities
Yunnan Pharmaceutical and China Southern are responsible for the
following
responsibilities respectively:
1
Responsibilities of Yunnan Pharmaceutical:
o
Establish the joint venture company in China and other related
document preparation, e.g. application, registration, and licensing
of the
joint venture company;
o
Apply for
land use rights to land management department; Organize
the planning, building, and other related issues of the joint
venture
facilities;
o
Provide
financial support, machineries, factory facility, and other
agreed upon support;
o
Purchase
or rent equipment, production raw materials, office
equipment, transportation, and communication equipment;
o
Responsible for the infrastructures including the supply of
water,
power, telephone line and other public utilities;
o
Hire and
train local management, technical, and employees of all
functions;
o
Help foreign
staff to apply for business visa, work permit, or
travel permit; Assist in other joint venture related
responsibilities.
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2
The
Responsibilities of China Southern:
o
Provide cash upon the agreement;
o
Assign management team and assist partner to manage the
manufacturing and distribution business;
o
Train
technicians and workers; o Assist in other joint venture
related responsibilities.
Section 7 Board of Directors
1 The
registration date for the joint company is the starting date of
the
joint company Board of Directors.
2 The
Board of Directors consists of four directors. Two directors
are
appointed by Yunnan Pharmaceutical and two are appointed by China
Southern.
Chairman of the board will be appointed by Yunnan Pharmaceutical.
Chairman of
the board and board members are on three-year term and can be
reappointed.
3 The
Board of Directors is the highest authority of the joint
venture
company. The Board makes all significant of decisions of the
company (in term of
the guideline of Sino-Foreign Joint Venture Enterprises Regulation
No. 36.). All
major decisions must be passed unanimously by all Board members.
Other minor
decisions can be passed based on the majority vote.
4 The
Chairman of the Board is the legal representative of the joint
venture company. In the event that the Chairman is absent to
perform his/her
duties, he/she can grant other board member to be the temporary
Chairman
Representative.
5 The
Chairman of the Board will hold board meetings at least once a
year.
Any meeting of the Board may be convened by proposal from at lease
one third of
the Board members. Each meeting minutes should be recorded and
filed.
Section 8 Joint
Venture Management Authority
1 The
joint venture company establishes management responsible for
daily
company operation. One general manager will be appointed by the
Board.
2 The
general manager must execute all resolutions passed by the Board.
In
addition, the general manager leads the daily operat
