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AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

Purchase and Sale Agreement

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT | Document Parties: Linkwell Corporation | Parent Company of Linkwell Tech Group, Inc. | Shanghai Likang Biological High-Tech Company, Ltd | Shanghai Likang Disinfectant Hi-Tech Co | Shanghai Likang Pharmaceutical Technology Co, Ltd You are currently viewing:
This Purchase and Sale Agreement involves

Linkwell Corporation | Parent Company of Linkwell Tech Group, Inc. | Shanghai Likang Biological High-Tech Company, Ltd | Shanghai Likang Disinfectant Hi-Tech Co | Shanghai Likang Pharmaceutical Technology Co, Ltd

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Title: AMENDED AND RESTATED STOCK PURCHASE AGREEMENT
Governing Law: Florida     Date: 3/10/2009
Industry: Computer Services     Sector: Technology

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, Parties: linkwell corporation , parent company of linkwell tech group  inc. , shanghai likang biological high-tech company  ltd , shanghai likang disinfectant hi-tech co , shanghai likang pharmaceutical technology co  ltd
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EXHIBIT 10.1

 

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

 

by and among

 

Linkwell Corporation

(Parent Company of Linkwell Tech Group, Inc.)

 

Linkwell Tech Group, Inc.

(Parent Company of Shanghai Likang Disinfectant Hi-Tech Co.,Ltd)

 

Shanghai Likang Disinfectant Hi-Tech Co.,Ltd

(Acquiror)

 

Shanghai Likang Biological High-Tech Company, Ltd.

(Acquiree)

 

and the sellers

 

Xuelian Bian

 

and

 

Shanghai LiKang Pharmaceutical Technology Co., Ltd.

 

(100% Shareholders of Shanghai Likang Biological High-Tech Company, Ltd.)

 

 

 

 

 

 

 

March 5, 2009

 

 

 

 

 

 


 

 

 

 

 

AMENDED AND RESTATED STOCK PURCHASE AGREEMENT

 

 

THIS AMENDED AND RESTATED STOCK PURCHASE AGREEMENT (the “Agreement”) is made and entered into this 5th day of March, 2009, by and among Linkwell Corporation, a Florida corporation (“Linkwell”), Linkwell Tech Group, Inc., a Florida corporation and wholly-owned subsidiary of Linkwell (“Linkwell Tech”), Shanghai Likang Disinfectant Hi-Tech Co.,Ltd, a Chinese company and wholly owned subsidiary of Linkwell Tech (“Likang Disinfectant”), Shanghai Likang Biological High-Tech Company, Ltd., a Chinese company (“Likang Biological” or the “Company”), Xuelian Bian, an individual, and Shanghai Likang Pharmaceutical Technology Co., Ltd, a Chinese company (“Likang Pharmaceutical”), who together own 100% equity interest in Likang Biological (hereinafter Mr. Bian and Likang Pharmaceutical, together, shall be referred to as the “Shareholders”).

 

RECITALS:

 

 

 

 

 

 


 

 

A.

Xuelian Bian and Likang Pharmaceutical own 60% and 40% of the issued and outstanding shares of the capital stock of Likang Biological, respectively.

 

B.

Likang Disinfectant is willing to acquire 100% of the issued and outstanding capital stock of Likang Biological, making Likang Biological a wholly-owned subsidiary of Likang Disinfectant, and the Shareholders desire to exchange 100% of their shares of Likang Biological capital stock for ¥2,000,000 RMB and 500,000 restricted shares of Linkwell Corporation authorized but unissued shares of Common Stock as hereinafter provided.

 

C.

Likang Biological is doing business in China and related territories with an address of No. 1104 Jiatang Road, Jiading District, Shanghai, China 201807.

 

D.

It is the intention of the parties hereto that: (i) Likang Disinfectant shall acquire 100% of the issued and outstanding capital stock of Likang Biological in exchange for ¥2,000,000 RMB and 500,000 restricted shares of Linkwell Corporation authorized but unissued Common Stock as set forth below (the “Exchange”); and (ii) the Exchange shall qualify as a transaction in securities exempt from registration or qualification under the Securities Act of 1933, as amende , (the “Act”) and under the applicable securities laws of the state or jurisdiction where the Shareholders reside.

 

E.

This Agreement amends and restates in its entirety the stock purchase agreement, dated April 6, 2007, by and among Linkwell, Linkwell Tech, Likang Biological, Xuelian Bian and Likang Pharmaceutical whereby Linkwell Tech agreed to acquire a 100% equity interest in Likang Biological, as amended on March 28, 2008.

 

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the parties hereto agree as follows:

 

SECTION 1. EXCHANGE OF SHARES

 

1.1 Exchange of Shares. Likang Biological and the Shareholders hereby agree that the Shareholders shall, on the Closing Date of March 5, 2009, exchange 100% of their issued and outstanding shares of the capital stock of Likang Biological (the “Biological Shares”) for ¥2,000,000 RMB and 500,000 newly issued shares of Linkwell Corp. Common Stock, $.001 par value (the “Linkwell Shares”).

 

1.2 Delivery of Shares. On the Closing Date, the Shareholders will deliver to Likang Disinfectant the certificates representing 100% of the Biological Shares, duly endorsed (or with executed stock powers) so as to make Likang Disinfectant the 100% owner of Likang Biological and Likang Disinfectant shall deliver to the Shareholders or its nominee the Linkwell Shares.

 


 

1.3 Investment Intent. The 500,000 newly issued shares of Linkwell common stock have not been registered under the Securities Act of 1933, as amended, and may not be resold unless the Linkwell Shares are registered under the Act or an exemption from such registration is available. The Shareholders represent and warrant that they are acquiring the Linkwell Shares for their own account, for investment, and not with a view to the sale or distribution of such Shares. Each certificate representing the Linkwell Shares will have a legend thereon incorporating language as follows:

 

“The shares represented by this certificate have not been

registered under the Securities Act of 1933, as amended (the

“Act”). The shares have been acquired for investment and may

not be sold or transferred in the absence of an effective

Registration Statement for the shares under the Act unless in

the opinion of counsel satisfactory to Linkwell Corporation,

registration is not required under the Act.”

 

1.4. Conditions Precedent. Completion of the Exchange shall be conditional upon (a) the Shareholders completing a review of the financial, trading and legal position of Likang Biological; (b) Likang Biological has obtained all the necessary consent, authorization and approval from the relevant regulatory authorities, its board of directors and/or its shareholders.

 

SECTION 2. REPRESENTATIONS AND WARRANTIES OF LIKANG BIOLOGICAL AND THE SHAREHOLDERS

 

Likang Biological and the Shareholders hereby represent and warrant as follows:

 

2.1 Organization and Good Standing; Ownership of Shares. Likang Biological is a corporation duly organized, validly existing and in good standing under the laws of China, and is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. Likang Biological is duly licensed or qualified and in good standing as a Chinese company where the character of the properties owned by it or the nature of the business transacted by it make such licenses or qualifications necessary. There are no outstanding subscriptions, rights, options, warrants or other agreements obligating either Likang Biological or the Shareholders to issue, sell or transfer any stock or other securities of Likang Biological. Likang Biological does not have any subsidiaries.

 

2.2 Ownership of Capital Stock. The Shareholders are the beneficial owners of record and beneficially of 100% of the shares of capital stock of Likang Biological, all of which shares are free and clear of all rights, claims, liens and encumbrances, and have not been sold, pledged, assigned or otherwise transferred except pursuant to this Agreement.

 

2.3 Financial Statements, Books and Records. There has been previously delivered to Linkwell the unaudited balance sheet of Likang Biological as of December 31, 2008 (the “Balance Sheet”). The Balance Sheet is true and accurate and fairly represents the financial position of Likang Biological as at such date, and has been prepared in accordance with generally accepted accounting principles consistently applied.

 


 

2.4 No Material Adverse Changes. Since the date of the Balance Sheet on December 31, 2008 there has not been:

 

(i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of Likang Biological;

 

(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of Likang Biological, whether or not covered by insurance;

 

(iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of Likang Biological capital stock;

 

(iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by Likang Biological of any properties or assets; or

 

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

 

2.5 Taxes. Likang Biological has prepared and filed all appropriate tax returns for all periods prior to and through the date hereof for which any such returns have been required to be filed by it and has paid all taxes shown to be due by said returns or on any assessments received by it or has made adequate provision for the payment thereof.

 

2.6 Compliance with Laws. Likang Biological has complied with all federal, state, county and local laws, ordinances, regulations, inspections, orders, judgments, injunctions, awards or decrees applicable to it or its business which, if not complied with, would materially and adversely affect the business of Likang Biological.

 

2.7 No Breach. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not:

 

(i) violate any provision of the Articles of Incorporation or By-Laws of Likang Biological;

 

(ii) violate, conflict with or result in the breach of any of the terms of, result in a material modification of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract or other agreement to which Likang Biological is a party or by or to which it or any of its assets or properties may be bound or subject;

 

 

 

 


 

 

(iii) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, Likang Biological, or upon the properties or business of Likang Biological; or

 

(iv) violate any statute, law or regulation of any jurisdiction applicable to the transactions contemplated herein which could have a materially adverse effect on the business or operations of Likang Biological.

 

2.8 Actions and Proceedings. There is no outstanding order, judgment, injunction, award or decree of any court, governmental or regulatory body or arbitration tribunal against or involving Likang Biological.

 

2.9 Brokers or Finders. No broker’s or finder’s fee will be payable by Likang Biological in connection with the transactions contemplated by this Agreement, nor will any such fee be incurred as a result of any actions by Likang Biological or the Shareholders.

 

2.10 Real Estate. Likang Biological neither owns real property nor is a party to any leasehold agreement.

 

2.11 Tangible Assets. Likang Biological has full title and interest in all machinery, equipment, furniture, leasehold improvements, fixtures, vehicles, structures, owned or leased by Likang Biological, any related capitalized items or other tangible property material to the business of Likang Biological (the “Tangible Assets”). Likang Biological holds all rights, title and interest in all the Tangible Assets owned by it on the Balance Sheet or acquired by it after the date of the Balance Sheet, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts or any other encumbrances. All of the Tangible Assets are in good operating condition and repair taking into account the age of the tangible assets and subject to fair wear and tear, and are usable in the ordinary course of business of Likang Biological and conform to all applicable laws, ordinances and governmental orders, rules and regulations relating to their construction and operation.

 

2.12 Liabilities. Likang Biological does not have any direct or indirect indebtedness, liability, claim, loss, damage, deficiency, obligation or responsibility, known or unknown, fixed or unfixed, liquidated or unliquidated, secured or unsecured, accrued or absolute, contingent or otherwise, including, without limitation, any liability on account of taxes, any other governmental charge or lawsuit (all of the foregoing collectively defined to as “Liabilities”), which were not fully, fairly and adequately reflected on the Balance Sheet. As of the Closing Date, Likang Biological will not have any Liabilities, other than Liabilities fully and adequately reflected on the Balance Sheet, except for Liabilities incurred in the ordinary course of business.

 

2.13 Operations of Likang Biological. From the date of the Balance Sheet on Dec 31, 2008 and through the Closing Date on March 5, 2009 hereof Likang Biological has not and will not have:

 

 

 

 


 

 

(i) incurred any indebtedness for borrowed money;

 

(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;

 

(iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;

 

(iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);

 

(v) disposed of any assets of Likang Biological except in the ordinary course of business;

 

(vi) materially increased the annual rate of compensation of any executive employee of Likang Biological;

 

(vii) increased, terminated, amended or otherwise modified any plan for the benefit of employees of Likang Biological;

 

(viii) issued any equity securities or rights to acquire such equity securities; or

 

(ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction.

 

2.14 Capitalization. Likang Biological has registered (Y)2 million in capital. Neither Likang Biological nor the Shareholder has granted, issued or agreed to grant, issue or make available any warrants, options, subscription rights or any other commitments of any character relating to the issued or unissued shares of capital stock of Likang Biological except the Exchange pursuant to this Agreement.

 

2.15 Full Disclosure. No representation or warranty by Likang Biological or the Shareholders in this Agreement or in any document or schedule to be delivered by them pursuant hereto, and no written statement, certificate or instrument furnished or to be furnished to Likang Biological pursuant hereto or in connection with the negotiation, execution or performance of this Agreement, contains or will contain any untrue statement of a material fact or omits or will omit to state any fact necessary to make any statement herein or therein not materially misleading or necessary to a complete and correct presentation of all material aspects of the businesses of Likang Biological.

 

2.16 Representations and Warranties on Closing Date. The representations and warranties contained in this Section 2 shall be true and complete on the Closing Date on March 5, 2009 with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.

 

 

 

 


 

 

SECTION 3. REPRESENTATIONS AND WARRANTIES OF Likang Disinfectant

 

Likang Disinfectant hereby represents and warrants to Likang Biological and the Shareholders as follows:

 

3.1 Organization and Good Standing. Likang Disinfectant is a corporation, duly organized, validly existing and in good standing under the laws of China, and is the wholly owned subsidiary of Linkwell Tech Group, Inc. a Florida corporation. Linkwell Tech is entitled to own or lease its properties and to carry on its business as and in the places where such properties are now owned, leased or operated and such business is now conducted. Linkwell Tech is qualified to do business as a foreign corporation in each jurisdiction, if any, in which its property or business requires such qualification.

 

3.2 The Linkwell Shares. The Linkwell Shares to be issued to the Shareholders have been or will have been duly authorized by all necessary corporate and stockholder actions and, when so issued in accordance with the terms of this Agreement, will be validly issued, fully paid and non-assessable.

 

3.3 Financial Statements; Books and Records. There has been previously delivered to Likang Biological, the audited balance sheet of Likang Disinfectant as of December 31, 2008 (the “Balance Sheets”) and the related statements of operations for the periods then ended (the “Financial Statements”). The Financial Statements are true and accurate and fairly represent the financial position of Likang Disinfectant as at such dates and the results of its operations for the periods then ended, and have been prepared in accordance with generally accepted accounting principles consistently applied.

 

3.4 No Material Adverse Changes. Since the date of the Linkwell Balance Sheet on December 31, 2008, there has not been:

 

(i) any material adverse change in the assets, operations, condition (financial or otherwise) or prospective business of Likang Disinfectant;

 

(ii) any damage, destruction or loss materially affecting the assets, prospective business, operations or condition (financial or otherwise) of Likang Disinfectant, whether or not covered by insurance;

 

(iii) any declaration, setting aside or payment of any dividend or distribution with respect to any redemption or repurchase of Likang Disinfectant ‘s capital stock;

 

(iv) any sale of an asset (other than in the ordinary course of business) or any mortgage or pledge by Likang Disinfectant or Linkwell of any properties or assets; or

 

 

 

 


 

 

(v) adoption of any pension, profit sharing, retirement, stock bonus, stock option or similar plan or arrangement.

 

3.5 Taxes. Likang Disinfectant and Linkwell have prepared and filed all appropriate tax returns for all periods prior to and through the date hereof for which any such returns have been required to be filed by it and have paid all taxes shown to be due by said returns or on any assessments received by it or have made adequate provision for the payment thereof.

 

3.6 Compliance with Laws. Likang Disinfectant ha


 
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