Cooperation Agreement, dated May 18th , 2021 between the Company and Dr. Tsai
Exhibit 2.1
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
Agreement
AMERICA GREAT HEALTH (CA)
1609 W Valley Blvd., #338, Alhambra, CA 91803
Mike Qingkun Wang
David Liu
Queena Wang
Aimin Wang, Liping Ren
32-0522173
***@***
Party A: AMERICA GREAT HEALTH (CA)
Registered address: 1609 W Valley Blvd., #338, Alhambra, CA 91803
Chairman of the Board (Corporate Legal Person): Mike Qingkun Wang
Chief Operating Officer: David Liu
Secretary of the Board: Queena Wang
Technical Leader: Aimin Wang, Liping Ren
Tax ID: 32-0522173
Email: ***@***
(David Tsai)
586760823 (USA)
469 Gerona Avenue, San Gabriel, CA
951 ###-###-####
***@***
Party B: Cai Menghui, (David Tsai)
Passport number: 586760823 (USA)
Address: 469 Gerona Avenue, San Gabriel, CA
Phone: 951 ###-###-####
Email: ***@***
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
Party A is a listed company in the United States with the stock code AAGH. Party A has mature high-tech projects with good income expectations, such as: quantum heart detector, the world's fourth generation electronic stethoscope, proton beam cancer treatment equipment, stem cell factor, skin stem cells, hair follicle stem cells, myocardial stem cells, biopharmaceuticals, high-efficiency and specific dietary supplement products, etc., and have set up basic research and development, consulting, operation and management teams, with an organizational structure that fully meets SEC requirements. Party A has signed or plans to sign acquisition and merger agreements with 6-8 US and Chinese enterprises. After the acquisition and merger, the benefits of the enterprise are very considerable, which can fully meet the performance requirements of NASDAQ main board listing. AMERICA GREAT HEALTH shares, which were originally expected to be listed on the main board in 3-5 years, are expected to be listed on the NASDAQ main board within 2 years.
AMERICA GREAT HEALTH, a wholly-owned subsidiary of Party A, brings together doctors and professors from different countries and regions in the world. Its research fields include biomedicine, clinical medicine, health management, information technology, data analysis, software development, artificial intelligence, industrial planning and financial investment. The experts of the research institute are outstanding elites in their respective research fields, with many years of practical experience, mastering a variety of core technologies, owning a number of invention patents, and developing a large number of products with practical value. On the basis of giving full play to their individual professional strengths, the experts cooperate and collaborate with each other, and under the guidance of the theoretical principles, research results and practical experience of integrated, evidence-based and translational medicine, they combine scientific, professional, evidence-based, authoritative, advanced and practical medicine and health technologies and products from the United States and other countries and regions of the world with the specific reality of individuals, to research and develop a series of safe, effective, accurate, reliable and practical medicine and health-related instruments, equipment, technologies and products as well as standardized, refined and personalized health service systems. This will provide a continuous supply of products and technical support for the comprehensive, long-term and sustainable development of AAGH.
Party B graduated from the Department of Pharmacy of Kaohsiung Medical College in Taiwan in 1975, graduated from the Institute of Biochemistry of National Taiwan University Medical College in 1978 with a master's degree, and obtained a doctor's degree in biochemistry from Purdue University in the United States in 1986. He served as a postdoctoral researcher (1986-1987) in a well-known Roche pharmaceutical factory for two years, during which he focused on the anti-cancer research of oncogene RAS. From 1988 to 1991, he worked in Cleveland Clinic, the fourth largest hospital in the United States, focusing on the use of fat as an anti-cancer research. He has published many important academic papers in well-known scientific journals such as Science, Cell and MCB, obtained many research patents, and received three research grants from the US federal government. From 1992 to 1997, he worked for Amgen (the world's largest biotechnology company) to conduct research on testing methods. In the course of 40 years of research, Party B creatively invented, discovered and developed a number of theories, technologies, means and methods related to anti-cancer polypeptide research, and developed a variety of anti-cancer embryonic protein and polypeptide compounds, mixtures and dietary supplement products with clinical application prospects.
After full negotiation, Party A and Party B have decided by the board of directors of Party A to employ Party B as the partner and shareholder of AAGH Company in this project and as the vice chairman of Party A's technical committee. Party A and Party B sign this Agreement in accordance with the relevant laws, regulations and provisions of the United States and the principles of voluntariness, equality and consensus through consultation. The specific contents are as follows:
I. Purpose of Cooperation
Promote the development of industrialization of science and technology, make full use of and give full play to the market, resources, platform advantages, technology, experience and scientific research capabilities of both sides, and realize the direct alliance of technology research and development, product transformation and market operation.
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
II. Cooperation Contents
1. After the contract is signed, Party B shall transfer the research results and data related to anticancer protein peptide, oral insulin and activation technology that held by Party B to Party A;
2. After the contract is signed, the corporation between Party A and Party B, have the research results related to anti-cancer protein peptide, oral insulin and activation technology shall be converted into dietary supplements, functional foods, health foods and new drugs in different countries and regions;
3. Party A shall apply for invention patents related to anticancer protein peptide, oral insulin and activation technology;
4. The corporation between Party A and Party B, for further research and development of new products related to anticancer protein peptide, oral insulin and activation technology;
5. Party A shall establish laboratories for testing, analysis, quality control, research and development of new products and preparation of raw materials;
6. Further corporation and development of the following new products using unique activation technologies by Party A and Party B:
1) Secondary development of dietary supplements, functional foods, health foods and medicines from different countries and regions, which have many research data in the market, wide clinical application, high acceptance, general recognition, safety and effectiveness, in order to obtain higher oral absorption rate, better membrane permeability and stronger activity updated products;
2) Researching and developing anticancer polypeptide products with higher oral absorption rate, better membrane permeability and stronger activity;
3) Developing polypeptide products with other functions with higher oral absorption rate, better membrane permeability and stronger activity;
4) Developing non-polypeptide anticancer products with higher oral absorption rate, better membrane permeability and stronger activity;
5) Developing non-polypeptide products with other function, which have higher oral absorption rate, better membrane permeability and stronger activity;
7. Other relevant work agreed upon by both parties through friendly negotiation;
8. This cooperation is a long-term cooperation, which is revised and renewed every 5 years.
III. Rights and Obligations of Party B
Party B shall, without reservation, hand over all information and details related to anti-cancer protein peptide, oral insulin and activation technology, such as theory, technology, means, methods, raw material sources, processing and production technology, quality standards, quality control methods, etc. share with Party A. Party B shall be responsible for the whole process of production, application and implementation of technology and products, as well as professional technical support, consultation and cooperation in the process of product verification, publicity, promotion and sales.
Party B's specific cooperation obligations are as follows
1. Party B is employed as a partner of AAGH Company to become a shareholder of Party A and perform the duties of a shareholder;
2. Serve as vice chairman of Party A's Technical Committee, vice president of the International Institute of Health and director of the Natural Medicine Research Center, and perform corresponding duties;
3. Provide all technical data related to anticancer protein peptide, oral insulin and activation technology;
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
4. Hand over the above core technical data and process details to Party A within 2 months after the signing of the Agreement, and hand over all technical data to Party A within one year. Set up a handover working group with C, M and A as members to carry out the handover work. Summarize the handover contents and data once a month, and the data shall be kept in triplicate by three people respectively. All the above information is confidential to the Company and is only known to the three members of the handover team; It is not allowed to be disclosed to the public without authorization, and it can only be disclosed after M signs and agrees when necessary;
5. During the period of cooperation with Party A, it is not allowed to provide any other individual or institution with information related to anti-cancer protein peptide, oral insulin and activation technology and carry out project cooperation; After the signing of this Agreement, any disputes arising from the relevant cooperation between Party B and Party A and other individuals and institutions before the cooperation between Party B and Party A shall be handled by Party B itself and have nothing to do with Party A's company;
6. During his tenure in AAGH Company, AAGH Company owned the declared invention patents of anti-cancer protein peptide, oral insulin, activation technology and other products and the ownership of optimized or developed new products;
7. After the contract is signed, use activation technology to cooperate with Party A to develop natural aphrodisiac products;
8. Provide technical guidance, monitoring and quality control for the whole process of production and processing of raw materials for related products;
9. Responsible for the collation and writing of invention patent application materials related to anti-cancer protein peptide, oral insulin and activation technology;
10 Responsible for the design, construction, operation and daily technical management of relevant laboratories;
11. Responsible for the collation, writing and application of new drug application materials for anti-cancer protein peptides in China and the United States;
12. Responsible for the collation, writing and declaration of new drug application materials for oral insulin in China and the United States;
13. Responsible for the research and development of polypeptides and other non-polypeptide products based on activation technology;
14. Assist other departments of the Company to carry out publicity, education, promotion and sales of related products;
15. Daily work shall be reported directly to the president of the research institute, and business objectives and work progress shall be provided quarterly;
16. Accept other work related to technology arranged by the Company;
17. Carry out product promotion, product sales and other businesses on behalf of the Company, and provide professional suggestions on the optimization of product formula and the selection of new products.
18. Participate in other social activities on behalf of the company.
19. Do not take advantage of his position to seek business opportunities for himself or others that should belong to the company. It is not allowed to operate similar businesses with the Company on its own or for others.
20. Do not disclose company secrets without authorization.
21. Do not use insider information to seek benefits for yourself or others.
22. According to this Agreement, Party B has the right to receive the annual salary + stock + commission and welfare given by Party A.
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
IV. Rights and Obligations of Party A
Party A shall make every effort to provide financial and technical support in product research and development, patent application, product declaration and registration, product processing, production and packaging design, product publicity, promotion and sales, etc.
Party A's specific cooperation obligations are as follows:
1. Party A shall invest US $100,000 as the start-up capital for the establishment of the laboratory and the operation of the project. The fund is invested twice, with 50,000 US dollars each within 1-6 months and 7-12 months after the contract is signed;
2. Party A shall be responsible for all funds needed for the promotion and development of this project in the United States and China, which is mainly used for establishing laboratories, applying for patents, producing, processing, publicizing, promoting and selling products, applying for registration of health food, applying for and conducting clinical trials of new drugs, purchasing land in China, establishing new factories, developing the Chinese market and operating management, with a total investment of about 50 million US dollars;
3. Fully responsible for and promote the landing plan of anti-cancer protein peptide, oral insulin and activation technology projects in Yangtze River Delta Hi-Tech City, China;
4. The patent rights of invention patents related to anti-cancer protein peptide, oral insulin and activation technology, and the ownership of dietary supplement products, health food and new drug products are all owned by AAGH Company;
5. Ensure the legality and authenticity of stock transactions of listed companies in the United States, and have a standardized operating system of listed companies in line with international financial law;
6. Provide Party B with true relevant information and give feedback in time to ensure that the work is carried out as scheduled according to Party B's operation direction;
7. Party A shall perform the obligations of stock + monthly salary + commission and welfare to Party B as agreed in this Agreement, and ensure that Party B's salary, reward and expense reimbursement are paid on time and in full.
V. Exit Mechanism:
Both parties have the right to terminate the cooperation if the following circumstances occur during the cooperation.
1) The start-up capital of US $100,000 promised by Party A cannot be put in place within one year;
2) Party B fails to provide complete technical data in accordance with the agreed terms and time;
3) The research and development of Party B's products fails to complete the work objectives set by both parties for a long time;
4) The relevant patent cannot be applied for or approved within 2 years due to various reasons;
5) The new drug clinical trial cannot be applied for or approved due to various reasons;
6) Other interference factors recognized by both parties.
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
VI. Wages and Benefits of Party B
Party A and Party B shall jointly promote the research and development, production and sales of anti-cancer protein peptide, oral insulin and activation technology related products. This cooperation project is accounted for independently. Party B's salary and welfare benefits adopt the mode of stock + bonus + monthly salary + performance commission + welfare benefits, as follows:
1. In view of the research results of Party B's anti-cancer protein peptide, oral insulin and activation technology and years of hard work, Party A gave Party B 8 million shares of AAGH shares. From the date of signing the Agreement, 2 million shares will be handled for Party B, and the remaining 6 million shares will be handled for 2 million shares every year, which will be paid off in three years.
2. After the contract is signed, Party B will start working full-time from June. Party A will give Party B a basic monthly salary of $5,000/month, and then increase it by $1,000 every year until the monthly salary reaches $10,000/month.
3. From June onwards, Party B's salary shall be paid at 60% of the monthly salary, i.e. $3,000/month, and the remaining 40% shall be paid before the end of December this year, i.e. $14,000.
4. During Party B's work in AAGH, Party B owns 14% of the intellectual property value and net sales profit of all such cooperation projects. Benefit dividends are paid once a year, and the payment method is yet to be determined. If Party B withdraws, all interests owned by Party B shall become invalid from the date of withdrawal. If Party B is unable to work or dies due to health reasons, Party B's heirs have the right to inherit.
5. Stock award: The Company will give a one-time stock award at the end of each year according to the comprehensive assessment of performance and performance.
6. According to the Company's regulations, if Party B suspends this Agreement before working for 5 years, the AAGH shares that Party B has acquired or should acquire in Party A shall be repurchased by Party A in cash at a price of 50% of the average market price in the year prior to the date of Party B's resignation. If Party B leaves or dies after working for 5 years, the repurchase price shall be 100% of the average market price in the year before the date of Party B's resignation. If the company does not buy back, Party B's shares can be traded in the stock market by itself.
7. Performance commission:
1) Financing commission: For all investments and loans introduced by Party B for Party A, according to the actual amount received, Party A shall give Party B 6% of the financing commission, of which 50% shall be paid in cash and the other 50% shall be paid in AAGH stock at a fixed price (the fixed price is the average market price of AAGH stock in the 3 months before the date of receipt of the financing money). If it is stock financing, it shall be calculated at the price of this stock financing);
2) If Party B recommends to Party A and assists in the acquisition of high-tech enterprises in the medical and health sector with annual profits exceeding US $1 million in the United States, Party A shall give Party B a stock reward based on 6% of the Company's equity in the acquired enterprise. The price of the stock is the average market price of the last 3 months;
3) If Party B completes the above financing or sales with the assistance of the team or others (including but not limited to Party A's employees or consultants), the commission ratio will remain unchanged, and Party B will distribute the rewards received by itself;
8. Dividend: After the Company makes profits, dividends will be paid every year. The specific amount will be implemented according to the Company's unified system.
9. The travel expenses incurred by Party B during the working period, such as transportation, accommodation and other expenses, shall be reimbursed by Party A. Expenses such as meal allowance and social entertainment expenses shall be paid or reimbursed according to Party A's company system;
10. Party B shall enjoy 6 paid holidays every year: New Year's Day, Memorial Day, National Day, Labor Day, Thanksgiving Day and Christmas Day.
11. After the expiration of 12 months of employment, Party B shall enjoy 7 days paid leave. Starting from the second year, Party B will increase one paid holiday every year. The maximum number of paid holidays per year is 15 days. The annual salary leave must be completed within three months after the expiration of one year, and will not be paid after the expiration. According to the company rules and regulations, Party B will not be paid during sick leave and personal leave. Party B can join Party A's health insurance plan, and the premium shall be borne by Party A at 70% and Party B shall pay 30%.
12. If Party B makes significant outstanding contributions during his work and obtains significant benefits to the Company, the board of directors of the Company shall give heavy awards as appropriate.
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
IX. Others
1. Confidentiality Clause
All documents, materials, data, situation descriptions, etc. provided by each other due to information exchange during the cooperation process, as well as the words and deeds of both parties during the negotiation and cooperation process, are kept confidential (unless otherwise agreed by both parties).
The project research and development members shall ensure that the confidential information and special technologies they come into contact with during the product research and development shall be kept confidential, and shall not directly, indirectly, orally or in writing provide confidential contents to third parties without the written consent of both parties.
In case of violation of the confidentiality provisions of this Agreement, the leaking party shall be responsible for the consequences of disclosure of relevant information and loss of resources.
2. Information Exchange
Important documents exchanged between Party A and Party B shall be written in both Chinese and English, with English as the main content and Chinese as the auxiliary.
Both parties agree that English and Chinese are the working languages.
All notices, requests, business letters, data materials, etc. shall be sent to the other party in the form of official documents. Documents and materials that have not been confirmed by stamping or signing, as well as opinions expressed orally, cannot be regarded as official basis.
Express delivery, fax, letter, etc., once sent, shall be deemed to have been conveyed to the other party. E-mail must be reconfirmed by telephone before it can be deemed to have been conveyed to the other party.
3. Legal Effect of the Agreement
Once this Agreement is signed, it shall have legal effect. Neither Party A nor Party B shall unilaterally break the Agreement or refuse to implement this Agreement on the grounds of major misunderstanding, obviously unfair or similar reasons.
4. Force Majeure
Events or circumstances beyond the control of both parties shall be regarded as force majeure events, including but not limited to fire, wind disaster, flood, earthquake, explosion, war, rebellion, riot, infectious disease and plague. If the party suffering from the Force Majeure Event fails to perform its obligations under the Agreement, the time for performing the Agreement shall be extended to the same time as the delay caused by the Force Majeure Event.
The party affected by the Force Majeure Event shall immediately notify the other party of the occurrence of the Force Majeure Event by email, together with relevant evidence. If the delay caused by force majeure exceeds 60 days, both parties shall settle the performance of the Agreement through friendly negotiation.
5. Dispute Resolution
In case of unforeseen disputes between the two sides in the process of cooperation, they should be settled through consultation based on the principle of "seeking common ground while reserving differences and friendly consultation". If negotiation fails, either party may apply to the local court in Los Angeles for arbitration. The arbitration award is final and binding on both parties.
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| 1609 W VALLEY BLVD STE 338 ALHAMBRA CA 91803 USA TEL ###-###-#### FAX ###-###-#### WWW.AMERICAGREATHEALTH.US |
6. Others
If both parties find any gross negligence or omission after the signing of this Agreement, they may sign a supplementary agreement separately, which has the same legal effect as this Agreement.
If any provision of this Agreement is deemed invalid or unenforceable in violation of SEC and U.S. laws and regulations, the invalid or unenforceable part of such provision shall cease to have effect and shall be deemed not to be included in this Agreement, but the remaining provisions of this Agreement shall remain valid. In this case, each party shall use its reasonable efforts to replace the invalid or unenforceable clauses with valid and enforceable substitute clauses. The effect of the substitute clause should be as close as possible to the effect that the invalid or unenforceable clause should have.
7. This Agreement shall be made in duplicate, with the same legal effect, and shall come into force after being signed by both parties.
| America Great Health (CA) | (David Tsai) |
| Mike Q. Wang | David Tsai |
| Aimin Wang, Liping Ren | |
| Party A: America Great Health (CA) | Party B: Cai Menghui, (David Tsai) |
| Corporate Legal Person Signatory: Mike Q. Wang | Signatory: David Tsai |
| Signature of technical person in charge: | |
| Aimin Wang, | |
| Liping Ren | |
| Date of signing: 05-18-2021 | Date of signing: May 18, 2021 |
