STOCK SALE AND PURCHASE AGREEMENT
THIS STOCK SALE AND PURCHASE AGREEMENT (the
"Agreement") is made and entered as of 25th day of March 2009 by
and among Sunwin International Neutraceuticals, Inc., a Nevada
corporation, (the “Company”) and the shareholders of
Qufu Shengren Pharmaceutical, Co., Ltd., a limited liability
company organized under the laws of the Peoples Republic of China,
including Lingrong Kong, Qianfu Yan, Yuqing Jia, Chang’e Liu,
Wenyang Li, Xiangsheng Kong, and Xiangzhu Kong (collectively the
“Buyers”).
RECITALS
A. Sunwin
International Neutraceuticals, Inc. is a Nevada
corporation.
B. The Buyers sold
their 100% interest in Qufu Shengren Pharmaceutical Co., Ltd., a
Chinese limited liability Company (“Qufu
Shengren”) to the Company’s wholly owned subsidiary,
Qufu Natural Green Engineering Co., Ltd., a Chinese limited
liability company, (“Qufu Natural Green”) for a price
equal to $3,097,242 in cash based upon, in part, the
Company’s agreement to sell, and the Buyers’ agreement
to buy a total of 21,434,201 shares (the “Shares”) of
the Company’s common stock, $0.001par value (the
“Common Stock”) at a price of $.145 per share for an
aggregate price of $3,097,242, payable at the Exchange and subject
to the terms and conditions of this Agreement (the “Qufu
Shengren Sale”);
In order to complete the Company’s plan to
acquire a 100% interest in Qufu Shengren as part of the Qufu
Shengren Sale, the Company shall sell to the Buyers a total of
21,434,201 shares of the Company’s Common Stock at a price of
$.145 per share for an aggregate price of $3,097,242, payable at
the Exchange and subject to the terms and conditions of this
Agreement; and
C. The offer and sale
of the Shares shall qualify as a transaction in securities exempt
from registration or qualification under the Securities Act of
1933, as amended, (the "Act").
NOW, THEREFORE, in consideration of the mutual
covenants, agreements, representations and warranties contained in
this Agreement, the parties hereto agree as follows:
Subject to the terms and conditions of this
Agreement, the Buyers shall acquire a total of 21,434,201 shares of
the Company’s Common Stock at a price of $.145 per share for
a total consideration of $3,097,242 in cash payable at the Exchange
(the “Purchase Price”). The per share
purchase price is equal to the average of the closing price of the
Company’s Common Stock as listed on the OTC Bulletin Board
during the five trading days prior to March 25, 2009, less
15%. The Purchase Prices is equal to 100% of the value
of the net tangible assets of Qufu Shengren as of December 30, 2008
as determined by an independent asset appraiser in accordance with
government-issued assets appraisal principles in China.
a. The exchange
of the stock for cash shall take place not later than April 30,
2009 (the “Exchange”).
b. Procedure at
the Exchange . At the Exchange, the parties agree to
take the following steps in the order listed below (provided,
however, that upon their completion all of these steps shall be
deemed to have occurred simultaneously):
(i) the Company shall deliver the
Shares to the Buyers; and
(ii) the Buyers will pay the Purchase
Price to the Company and execute such documentation as may be
reasonably requested by the Company.
3.
REPRESENTATIONS AND WARRANTIES OF
THE COMPANY
The Company hereby represents and warrants as
follows:
a. Organization
and Good Standing and Ownership of Company . The
Company is duly organized, validly existing and in good standing
under the laws of the state of Nevada, and is entitled to own or
lease its properties and to carry on its business in the places
where such properties are now owned, leased or operated and as such
business is now conducted. The Company is duly licensed
or qualified and in good standing as a Nevada corporation where the
character of the properties owned by it or the nature of the
business transacted by it make such licenses or qualifications
necessary. Laiwang Zhang is the President and Chairman
of the Board of Directors of the Company which owns Qufu Natural
Green.
b. Capitalization
of the Company . The authorized capital of the
Company consists of 1,000,000 shares of preferred stock, $.001 par
value, none of which are issued or outstanding and 200,000,0000
shares of common stock, $.001 par value, of which 127,679,916
shares are outstanding as of the date
hereof. Additionally, the Company has issued and
outstanding 9,199,090 warrants to purchase 9,199,090 shares of
common stock with an exercise price of $0.15 per share and
26,666,666 five-year warrants to purchase 26,666,666 shares of
common stock with an exercise price of $0.35 per share.
c. Common
Stock . The shares of the Company’s Common
Stock to be issued to the Buyers have been duly authorized by all
necessary corporate and stockholder actions and, and when so issued
in accordance with the terms of this Agreement, will be validly
issued, fully paid and non-assessable.
d. Information on
the Company. The Buyers have been furnished with or
has had access at the EDGAR Website of the Securities and Exchange
Commission (the “Commission”) to the Company’s
10-KSB (and any amendments thereto) for the fiscal year ended April
30, 2008 and all periodic and current reports filed with the
Commission thereafter (the “Reports”). In
addition, the Buyers have received in writing from the Company such
other information concerning its operations, financial condition
and other matters as the Buyers have requested in writing (such
other information is collectively, the “Other Written
Information”).
e. 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 or similar
doctrines of the Company;
(i) 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 the Company is a party or by or to which
it or any of its assets or properties may be bound or
subject;
(ii) violate any order,
judgment, injunction, award or decree of any court, arbitrator or
governmental or regulatory body against, or binding upon, the
Company, or upon the properties or business of the Company;
or
(iii) 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 the
Company.
f. Authority to
Execute and Perform Agreements . The Company has the
full legal right and power and all authority and approval required
to enter into, execute and deliver this Agreement and to perform
fully its obligations hereunder. This Agreement has been
duly executed and delivered and is the valid and binding obligation
of, enforceable in accordance with its terms, except as may be
limited by bankruptcy, moratorium, insolvency or other similar laws
generally affecting the enforcement of creditors'
rights. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby and the
performance by this Agreement, in accordance with its respective
terms and conditions will not:
(i) require the
approval or consent of any governmental or regulatory body, the
shareholder of the Company, or the approval or consent of any other
person;
(ii) conflict with or
result in any breach or violation of any of the terms and
conditions of, or constitute (or with any notice or lapse of time
or both would constitute) a default under, any order, judgment or
decree applicable to the Company, or any instrument, contract or
other agreement to which is a party or by or to
which is bound or subject; or
(iii) result in the
creation of any lien or other encumbrance on the assets or
properties of the Company.
g. Full
Disclosure . No representation or warranty by the
Company in this Agreement or in any document or schedule to be
delivered by them pursuant hereto, and no written statement,
certificate or instrument furnished o
