Supplementary Agreement to Asset Acquisition between Chongqing Jiafu Health Industry Co., Ltd. and Individual Proprietor

Summary

This agreement is between Chongqing Jiafu Health Industry Co., Ltd. (Party B) and an individual proprietor (Party A). It supplements a previous asset acquisition agreement, allowing Party B to operate and control the individual proprietor’s business, assets, and finances. Party B has full decision-making authority and assumes all profits and risks. Party A must cooperate and has no further rights unless otherwise stated. The agreement remains in effect until Party B converts the business into a subsidiary or branch, or provides written notice to terminate.

EX-10.8 14 v219629_ex10-8.htm Unassociated Document

Supplementary Agreement

This Supplementary Agreement (hereinafter, “this Agreement”) is entered into in Chongqing, China on ____________ by and between:

Party A: ____________. ID card No.: __________________.

and

Party B: Chongqing Jiafu Health Industry Co., Ltd.

Whereas: Party A is an individual proprietor (Registered No.: __________) (“Individual Proprietor”); Party A and Party B entered into an asset acquisition agreement on ___________ (hereinafter, the “Asset Acquisition Agreement”), by which Party B has acquired the target assets from the Individual Proprietor located at _______________________ (see Asset Acquisition Agreement for the definition of “target assets”).

NOW, THEREFORE, the Parties hereto have reached the following supplementary agreement to the Asset Acquisition Agreement:

Section 1 The Parties agree that, after signing of the Asset Acquisition Agreement, Party A entrusts Party B to continue with the operation of the Individual Proprietor(’s business) under the original license. In addition, Party A shall, pursuant to the Asset Acquisition Agreement, transfer all of its controls in the target assets, economic benefits, and business and finance matters of the Individual Proprietor to Party B.

Section 2 The Parties agree that, from the date of signing to the date of termination hereof, Party A shall authorize Party B to operate the Individual Proprietor(’s business), and Party B shall have the right to make independent decisions on the Individual Proprietor’s operation, revenues and assets, and Party A shall cooperate with Party B to execute the decisions.

Section 3 After signing of this Agreement, Party A shall be entitled to no rights in the Individual Proprietor(’s business), unless otherwise agreed upon herein.

Section 4 Party B has the right to lawfully change the Individual Proprietor to a subsidiary or branch company of Party B, as needed by the businesses and at its own discretion, in which Party A will provide necessary cooperation.

Section 5 The Parties agree that, within the validity term hereof, they shall observe the following provisions:

(1)

Party B shall have the control and decision-making rights to all matters of the Individual Proprietor, including but not limited to the decision-making rights to the Individual Proprietor’s business and finance matters and control rights to the Individual Proprietor’s incomes, expenditures, employment, business development plans, etc.; and

(2)

Party B shall have the right to collect all the profits of the Individual Proprietor and bear all the risks in operating the Individual Proprietor.

Section 6 This Supplementary Agreement shall become effective upon signing.

Section 7 This Agreement shall be terminated if, and only if, the following conditions are met:

(1)

Party B lawfully changes the Individual Proprietor to a subsidiary or branch company of Party B or any other form of legal entity; or

(2)

Party B notifies Party A in writing to request the termination of this Agreement.

(NO TEXT BELOW)

(SIGNATURE PAGE)

Party A:

By:

Party B:

By:

(Authorized Representative)