Stock Ownership Transfer Contract between AXM Pharma (Shenyang), Inc. and Shenyang Boai Dazhong Medicine Co., Ltd. dated April 2, 2007
AXM Pharma (Shenyang), Inc. agrees to purchase 100% of the stock of Shenyang Boai Dazhong Medicine Co., Ltd. for 1,100,000 RMB. After the sale, all original shareholders of Party B will leave the company. Party B remains responsible for all debts, taxes, and employee-related matters that arose before the sale, while Party A assumes responsibility for obligations arising after the purchase. Party B must provide all necessary company documents and cooperate with the transfer of legal representation. The agreement is effective upon signing by both parties.
Stock Ownership Transfer Contract
Party A: AXM Pharma (Shenyang), Inc. (“Party A”)
Registered address: No. 2 Feiyun Road, Hunnan New District, Shenyang
Party B: Shenyang Boai Dazhong Medicine Co., Ltd (“Party B”)
Registered address: No. 206 Shenyang Road, Shenhe District, Shenyang
Through mutual friendly negotiation by and between both parties hereto, in the principle of mutual benefit, Party A and Party B reach the following agreement:
1.
Party A purchases 100% stock ownership of Party B at the expense of 1,100,000 RMB. All the original shareholders of Party B thus secede.
2.
Party B should be responsible for all its creditor’s rights and debts as well as taxes accrued prior to the purchase of Party A.
3.
Party B should make arrangements for its original employees and is responsible for any economic dispute relating the working relationship, salaries, social insurance (endowment insurance, medical insurance, unemployment insurance, insurance for work injury and birth ) as well as all creditor’s rights and debts regarding economic problems that are not mentioned above, and Party A shall not bear any responsibility for the above-mentioned. Party B should present the written solutions to Party A how they’ve solved the problems. Party B should be responsible for any economic liability that is caused by serving as a guarantor to others.
4.
Party A will be responsible for all the creditor’s rights and debts after its purchase of Party B.
5.
After this contract is signed, Party B should immediately provide Party A with all the licenses and certificates as well as seals that can testify that Liaoning Boai Dazhong Medicine Co., Ltd is a company that is validly existing and in good standing under the laws, and Party B promises to fully cooperate with Party A during the process of the alternation of the legal representative.
6.
This contract is made into 4 copies, effective after execution of both parties.
Party A: AXM Pharma (Shenyang), Inc.
/s/ Wang Wenxiu_ (Seal)
Representative: (Wang Wenxiu)
Party B: Liaoning Boai Dazhong Medicine Co., Ltd.
/s/ Lin Jingda___(Seal)
Representative: (Lin Jingda)
April 2, 2007
