EXCLUSIVE OPTION AGREEMENT
This Exclusive
Option Agreement (the “Agreement”) is entered into as
of 25th September, 2008 between the following parties in
Xi’an, P.R.China.
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Xi’an Huifeng Bio-Technic
Inc.
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Registered
Address: 16B/F, Ruixin Bldg, No.25 Gaoxin RD, Xi’an
China
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Pu
Jun, A citizen
of P.R.C.,
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Identity Card
Number: 610113197307152133
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Zhang
Yong, A citizen of
P.R.C.
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Identity Card
Number: 610404196907211075
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Xi’an Qinba Xintong Medical
Ltd.,
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Registered
Address: 906F/A, Zhengxin Bldg, No.5 Gaoxin Road, Xi’an
China.
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WHEREAS:
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Party A is a
wholly foreign-owned enterprise incorporated under the laws of the
People’s Republic of China (the “P.R.C.”), which
was registered at Administration of Industry and Commerce Bureau of
Xi’an (City), in P.R.C., and the registered number is 002469
Shaanxi. It legally exists to date.
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Party C is an
enterprise which was registered at Administration of Industry and
Commerce Bureau of Xi’an (City), in P.R.C., and the
registered number is6101001401713. It legally exists to
date.
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As of the date
of this Agreement Party B is the only shareholder of Party C, and
Pu Jun legally holds the 50% equity interest of Party C, Zhang Yong
legally holds 50% equity interest of Party C..
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NOW,
THEREFORE , the
Parties through mutual negotiations hereby enter into this
Agreement according to the following terms and
conditions:
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THE GRANT AND
EXERCISE OF PURCHASE OPTION
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Grant: Party B
and Party C hereby grants Party A an irrevocable exclusive purchase
option (the “Purchase Option”) to purchase all or part
of the shares of Party C currently owned by Party B (the
“Object Shares”), or to purchase the object assets
which are currently owned by Party C (the “Object
Assets”), or increase the investment until Party A holds 49%
of the issued and outstanding shares (when laws, regulations or
policies of P.R.C permitted, the investment would be increased up
to 100%) of Party C (the “Increasing Investment”). This
Purchase Option is irrevocable and shall be exercised only by Party
A (or the qualified persons appointed by Party A). The term
“person” used herein shall include any entity,
corporation, partnership, joint venture and non-corporate
organizations.
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Party A shall
notify Parties B and C in writing prior to exercising its Purchase
Option (the “Option Notice” hereinafter).
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One day
following the receipt of the Option Notice, Parties B and C
together with party A (or the qualified person appointed by Party
A), shall promptly compile all necessary documents (the
“Transfer Documents”) to submit to the government
bodies for approving the object shares or object assets transfer or
increasing investment in connection with the Purchase Option
exercise so that the shares or assets transfer can be transferred
or investment can be increased, in whole or in part.
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Upon the
completion of the compilation of all the Transfer Documents and the
Transfer Documents being confirmed by Party A, Parties B and C
shall promptly and unconditionally obtain, together with Party A
(or the qualified person appointed by Party A), all approvals,
permissions, registrations, documents and other necessary approvals
to effectuate the transfer of the object shares and object assets
or increasing investment in connection with the Purchase Option
exercise.
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Exercise
Condition: Party A could exercise the optional purchase right to
purchase object shares and object assets or increase investment, at
any time when Party A considers it is necessary and
feasible.
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Party A shall
purchase the Object Shares and Object Assets or Increase Investment
at a price agreed by all parties. When laws, regulations or
policies of P.R.C require these assets to be appraised, the
purchase or Increasing Investment price shall be the appraisal
price. Any consideration obtained by Party B and Party C shall be:
(1) returned to Party A for operation in accordance with the
Entrusted Agreement, or (2) paid back to Party A in any other way
permittable. Parties B and C shall execute any related agreements
or letters of undertaking that is necessary to pay back such
consideration. Party A has the discretion to decide the time and
arrangement of the acquisition, provided that the acquisition will
not violate any P.R.C. laws or regulations then in
effect.
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REPRESENTATIONS
AND WARRANTIES
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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.
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Party B hereto
represent to Party A that: (1) she is the legally registered sole
shareholder of Party C with full ownership of all of the issued and
outstanding shares of Party C and has paid Party C the full amount
of Party C's registered capital required under the PRC laws; (2)
Party B has not mortgaged or pledged their shares of Party C, nor
has granted any security interest or borrow against their shares of
Party C in any f
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