Exhibit 1
The agreement is signed in Suzhou
City, Jiangsu
Province of China on
June 11,
2005 by the following parties
Party A:
38 persons including and represented by Shi Mingsheng
Address:
No. 859, Panxu Road, Canglang District, Suzhou City
Tel:
86-512-68207173
Fascimile:
86-512-68202801
Representative: Shi Mingsheng
Nationality: Chinese
Party B:
China Biopharmaceuticals Holdings Inc.
Contact
Address: Suite 2005, 156 West 56th St., New York 10019, USA
Tel:
917-650-9201
Fascimile:
212-3101682
Representative: MAO, Peng
Nationality: Canada
(1) Party A (consisting of 38 persons) is all the shareholders (For
details of shareholders, please see attached List of
Shareholders) of
Suzhou Erye
Pharmaceutical Limited
Company (Referred to as "Erye"
hereafter), a legally registered limited liability company
established
according to the laws
of the People's
Republic of China ("China")
laws, who authorizes its representative Shi Mingsheng to represent
all
the shareholders to
sign this agreement (For details, please see the
Trust Deed); Party B is a legally registered limited liability
company
according to Delaware Law of the United States of America
("U.S.A.").
(2) In Accordance with The Company Law
of China, The Contract Law of China
as well as other
prevailing laws and
regulations, Part B
decides to
make investment
in Erye, and Erye will become a foreign-invested
company according to
Chinese laws (Referred to as the "Joint Venture"
hereafter).
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(3) The Joint Venture will maintain
its original business scope of Erye
(4) If the remaining issues regarding
the operation and development of the
Joint Venture related
to this cooperation
are not fully provided for
in detail in this agreement, the both parties will make
supplementary
provisions and conduct negotiations to resolve the issues according
to
the relevant
regulations and specified principles stipulated within
this agreement.
1.
Representations and Warranties
1.1. The
representations
and warranties
jointly made by the
both parties
are listed as
follows:
(1) The both parties have all the
civil rights and capacity of disposition
and are qualified for signing and implementation of this agreement,
and at the same time, the signing and implementation of this
agreement
will not violate any or all the legal documents such as regulations
on
the Company
Regulation, Contract
and Agreement which imposes certain
restrictions on it.
(2) The both parties have already
carried out all the required actions or
will do so, to obtain the consent, approval, authorization and permit
required by signing and implementation of this agreement.
(3) In keeping with the principles of
reliability and
creditability
and
responsibility, both parties will make utmost efforts to work in
close
cooperation to promote the smooth implementation of this agreement.
The parties
will follow the principles set forth within this
agreement, and will not impede the implementation of this
agreement.
The representations and warranties that Party A makes to Party B are
as
flows:
1.2. The
representations
and warranties that
Party A makes to Party B are
listed as
follows:
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(1) All the materials having been or to be provided by party A are
authentic, complete, accurate with no misleading information.
(2) The registered capital of Erye has
been fully
contributed; Erye
owns
the legal ownership and use rights of the total assets.
(3) Erye has obtained necessary rights and permits, authorizations,
approvals and consent
required for medicine
production and
business
operation (At least include business license issued by the Industry
and Commerce
Administrative
Bureau). The business scope of Erye does
not go beyond the
operational scope
approved as well as the rules of
the Company's articles.
(4) Within 30 working days after this
agreement is signed, Party B will
dispatch an auditing
recognized by SEC of U.S.A. to conduct auditing
of Erye, Party A and
Erye promise to make full cooperation with the
auditing firm.
(5) Both parties promise that the signing and implementation of this
agreement will not generate any serious negative impacts on operation
and profit contribution of Erye.
(6) Party A shall reveal all the
issues regarding the
mortgage of assets,
sponsor and related lawsuit and arbitration as well as administrative
penalties received etc.
(7) Party A hereby agrees with Party B
that it will effect the appropriate
registration for the Company with the State Administration of
Industry
and Commerce
within 14 working days of the execution of this
agreement. Both parties agree that before the Joint Venture's
business
license is obtained, unless Party B agrees in writing :
i. There will be
no material change in
the contributed
assets and
debt of Erye and Party A will maintain normal cash flow for the
operational activities;
ii. Erye is not
allowed to distribute
dividends to Erye's
existing
shareholders;
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iii. Erye will not
change its status of actual control and its
articles.
(8) Within 14 working days of
obtaining the business
license of the Joint
Venture, both parties
shall convene the first meeting of the board of
directors of the Joint Venture.
1.3. The
representations
and warranties that
Party B makes to Party A are
listed as
follows:
(1) All the materials having been or to be provided to party A are
authentic, timely and complete.
(2) Duly implement the capital
contribution obligations.
(3) Party B recognizes all the contracts entered into before the
establishment of Joint
Venture, and will cause the Joint Venture
to
duly fulfill the implementation of this agreement.
2.
Investment
2.1.
The scope of the
capital assets of this cooperation refers to the
total assets
appearing on the financials of Erye.
2.2. This joint
investment adopts method of increasing registered c
