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:
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A.
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Xuelian Bian
and Likang Pharmaceutical own 60% and 40% of the issued
and outstanding shares of the capital stock of Likang
Biological, respectively.
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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.
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Likang
Biological is doing business in China and related territories
with an address of No. 1104 Jiatang Road, Jiading
District, Shanghai, China 201807.
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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.
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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.
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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