Summary Translation of Cooperation Agreement

Contract Categories: Business Operations - Cooperation Agreements
EX-10.54 57 v412796_ex10-54.htm EXHIBIT 10.54

 

Exhibit 10.54

 

Summary Translation of Cooperation Agreement

 

Party A: Shaanxi Pharmacy Sunsimiao Drugstore Chain Co., Ltd.

 

Party B: An'kang Longevity Pharmaceutical (Group) Co., Ltd.

 

Both of the parties agreed to create a joint venture.

 

1. Plan of Cooperation

 

1) The new company will be named temporarily as Shaanxi Pharmacy Susimiao Drugstores Ankang Chain Co., Ltd. with RMB 4,000,000 registered capital, among which Party A contributed RMB 2,040,000, accounting for 51% of shares and Party B contributed RMB 1,960,000, accounting for 49% of shares.

 

2) Party B shall be responsible for obtaining Pharmaceutical Trade License for the new company. Eleven of the direct sales stores belonging to An'kang Longevity Pharmaceutical Group Chain Co., Ltd. will be reorganized. They will be cancelled first, and then will be applied for establishment under the name of new company. The rest of the franchised stores and contracted stores will still be operated by An'kang Longevity Pharmaceutical Group Chain Co., Ltd.

 

3) New company will have no Board of Directors but one executive director assigned by Party A. The executive director is the legal representative of the new company. The general manager and person in charge of financial affairs would be recommended by Party A, and employed or dismissed by executive director.

 

4) New company will reorganize the chain direct sales stores of An'kang Longevity Pharmaceutical Group Chain Co., Ltd., and use the business market it has built to form a company with a certain market base.

 

5) The investment amount contributed by Party A will be paid back by means of bonus of the new company within 4 years of the establishment of the new company. The amount paid back every year shall not be lower than RMB 510,000. Party B will compensate any deficiency after one month of bonus in the form of cash.

 

6) Party A and Party B should cooperate with each other to help the new company stay in steady development, and expand market when time is proper.

 

2. Related Matters

 

1) All the credits and debts incurred by Party B’s branches, subsidiaries and related companies will be the responsibility of Party B’s branches, subsidiaries and related companies and are unrelated to new company and Party A.

 

 
 

 

2) Party B will be responsible for obtaining Pharmaceutical Trade License for new company. The pharmaceutical trade process of the former direct sales stores will be processed under the name of new company.

 

3) The credits and debts incurred by An'kang Longevity Pharmaceutical Group Chain Co., Ltd. and its direct sales stores will be the responsibility of An'kang Longevity Pharmaceutical (Group) Co., Ltd. and An'kang Longevity Pharmaceutical Group Chain Co., Ltd. without relation to the new company. All the economic disputes and legal liability will be undertaken by An'kang Longevity Pharmaceutical (Group) Co., Ltd. and An'kang Longevity Pharmaceutical Group Chain Co., Ltd. without relation to the new company.

 

4) The fixed assets of An'kang Longevity Pharmaceutical Group Chain Co., Ltd. which was evaluated at RMB 378,007, will be purchased by the new company.

 

3. Employee Arrangement

 

1) The employees of Party B’s subsidiary An'kang Longevity Pharmaceutical Group Chain Co., Ltd. (includes only 11 direct sales stores) will be employed by the new company based on good performance, and they will sign employment contract according to laws and regulations.

 

2) New company will undertake proper responsibility according to rules, regulations and law of the country. The duty before the enrollment of new employment will be undertaken by Party B and its related subsidiaries.

 

4. Cost and Fees

 

1) The cost of audit, evaluation and registration incurred relating to the new company’s establishment will be undertaken equally by Party A and Party B. Once the cooperation succeeds, the new company will undertake the cost.

 

2) All the cost incurred due to the obtainment of the Pharmaceutical Trade License and related qualifications shall be undertaken by Party B.

 

3) In the execution process after the official effectiveness of the cooperation agreement, Party A and Party B shall respectively be responsible for its own cost and fees.

 

5. Breach of Contract

 

The non-breaching party has the right to claim for damage if any party of the two breaches the agreement and causes damage to the non-breaching party. The breaching party should compensate the non-breaching party for damages. The compensation amount shall be calculated by the direct or indirect damage caused by the breaching party. The period of recovery will not end.

 

 
 

 

6. Termination by Agreement

 

If Party B does not obtain the Pharmaceutical Trade License and its related qualification within two months of the new company’s establishment, Party A has the right to terminate this agreement.

 

If the new company is terminated due to the above reason, Party A and Party B should timely liquidate the new company, and allocate the remaining capital according to investment rate.