Asset Transfer Agreement
EX-10.61 14 fs1a2ex10lxi_chinabct.htm ASSET TRANSFER AGREEMENT DATED MARCH 29, 2010 BY AND BETWEEN ZHAOPING COUNTY LAOBAIXIN PHARMACY CHAIN STORE CO., LTD. AND LIUZHOU BAICAOTANG MEDICINE RETAIL LIMITED fs1a2ex10lxi_chinabct.htm
Exhibit 10.61
Asset Transfer Agreement
Party A: All shareholders of Zhaoping County Laobaixin Parmacy Chain Store Co., Ltd.
Address: Dongning Beilu, Zhaoping County
Legal representative: Ling Lu
Title: Executive Chairman of the Board, General Manager
Party B: Liuzhou Baicaotang Medicine Retail Limited.
Address: 102 Chengzhan Road, Liuzhou, Guangxi
Legal representative: Huitian Tang
Title: Chairman of the Board of Directors
Whereas:
1. Party A is a legal enterprise registered in Liuzhou. It agrees to transfer its assets, the detailed scope and status of the transferred assets are provided in an evaluation report attached.
2. Party B agrees to accept the assets transferred from Party A
The parties reach the following agreement through negotiation:
1. Target of the transfer
The target asset which Party A agrees to transfer and Party B agrees to accept is the enterprise asset of Party A.
2. Consideration
a. The net asset value of Party A’s enterprise provided by an evaluation agency shall be the reference price for the consideration. The consideration for Party A’s transfer is RMB ###-###-####.5
b. The payment of the consideration: Party B shall pay a deposit of RMB 1 million to Party A within 5 days after signing of this agreement. The remaining balance shall be paid by the end of April.
c. If Party A breaches the agreement, Party A shall pay a liquidated damage twice the amount of Party A’s deposit in addition to other liabilities as specified in this agreement. If Party B breaches, Party A is entitled to keep the deposit.
d. Party B shall gain control over Party A’s asset after partial payment of the deposit.
3. Provision of material and information
Party A shall provide all necessary information to Party B, especially those not disclosed to the public.
4. Duties and obligations of Party A
a. Party A shall transfer all its goods in warehouse to Party B.
b. Party A shall provide a list of its fixed assets to Party B. Party A shall not dispose its fixed assets after 4/1/2010
c. Party A shall assist Party B to change its store name to “Baicaotang” after receiving all transfer considerations.
d. Party A shall assist Party B to complete all necessary registration procedures.
e. Party A shall provide a list of its liabilities to Party B prior to the signing of this agreement. Party A shall be responsible for all interest accrued and taxes prior to the asset transfer, Party B shall be responsible for all interest and taxes afterwards.
f. The breaching party shall be responsibly for all damages caused to the other party.
g. If Party A causes any damages to Party B due to its undisclosed assets, debt or tax liabilities, Party B is entitled to be compensated for its loss by Party A and Party A shall pay a liquidated damage which is 10% of the undisclosed amount.
5. Fees
Party A and Party B shall pay for its own travel expense, Party B shall be responsible for the evaluation fee of Party A.
6. Exclusivity
Party A shall not contact third party without prior written approval from Party B.
7. Confidentiality
Prior to the public announcement of this agreement, Party A and Party B agree not to unilaterally disclose the content of the agreement.
8. Termination
If the termination of the agreement is caused by breaching of the agreement, the breaching party shall pay the damages as specified in the agreement.
9. Liability
a. If Party A breaches the exclusivity clause, it shall be responsible for asset evaluation cost paid by Party B.
b. If the agreement is terminate due to Party A’s delay and Party B has explicitly expressed its willingness to accept the transferred asset, Party A shall be responsible for asset evaluation cost paid by Party B.
c. Party A confirms to Party B that all its transferred assets are free from any guarantee or any other related rights or obligations.
d. If Party A breaches its promise, Party B has the right to terminate the agreement without any liability. If Party B breaches its promise, Party A has the right to terminate the agreement without any liability.
e. Any dispute shall be resolved by the parties, if parties fail to resolve the dispute, it shall be resolve by a court at Party B’s location.
10. Other
a. There are six copies of this agreement; each party shall hold three copies.
b. the agreement shall be effective after parties apply their seals to this agreement.
Party A: Shareholders of Zhaoping County Laobaixin Pharmacy Chain Store Co., Ltd.
Signature: /s/ Zhiren Liang
/s/ Ling Lu
/s/ Shiwang Liu
/s/ Zhengjie Lu
Date: 3/29/2010
Party B: Liuzhou Baicaotang Medicine Retail Limited
Signature: /s/ Hui Tian Tang
Date: 3/29/2010
