TOP FLIGHT GAMEBIRDS, INC. - FORM 8-K - EX-10.1

Attached files

file	filename
8-K - TOP FLIGHT GAMEBIRDS, INC.	v230397_8k.htm
EX-10.2 - TOP FLIGHT GAMEBIRDS, INC.	v230397_ex10-2.htm
EX-99.1 - TOP FLIGHT GAMEBIRDS, INC.	v230397_ex99-1.htm

EXECUTION COPY

SHARE PURCHASE AGREEMENT

In relation to 50,000 ordinary shares in

QUANTUM MAGIC INTEGRATOR FUND CO., LIMITED

(a company limited by shares incorporated in the British Virgin Islands)

36/F, Edinburgh Tower,

The Landmark,

15 Queen's Road Central,

Hong Kong

1.	Definitions		1

2.	Sale and Purchase of Shares		7

	2.1	Sale and Purchase of Shares.	7

	2.2	Consideration.	7

	2.3	Payment.	8

	2.4	Holdback.	8

3.	Closing		9

	3.1	Closing	9

	3.2	Closing Deliverables.	9

4.	Representations and Warranties of the Sellers		10

5.	Conditions of the Purchaser’s Obligations at the Closing		10

6.	Covenants; Other Agreements		12

	6.1	Title	12

	6.2	Confidentiality	12

	6.3	Compliance with Laws	13

	6.4	Rectification	13

	6.5	Compliance with Laws Regarding Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions	13

	6.6	Covenants on Validity of Approvals	14

	6.7	Closing	14

	6.8	Conduct of Business before Closing.	14

	6.9	Non-Competition.	16

	6.10	Sellers’ Cooperation and Furnishing of Information	18

7.	Miscellaneous		18

	7.1	Termination; Survival	18

	7.2	Successors and Assigns	18

	7.3	Indemnity	19

	7.4	Tax and Social Insurance Expenses	20

	7.5	Governing Law	20

	7.6	Dispute Resolution	20

	7.7	Notices	21

	7.8	Fees and Expenses	22

	7.9	Finder’s Fee	22

	7.10	Severability	22

	7.11	Amendments and Waivers	22

	7.12	No Waiver	22

	7.13	Rights Cumulative	22

	7.14	Delays or Omissions	23

	7.15	No Presumption	23

	7.16	Headings and Subtitles; Interpretation	23

	7.17	Counterparts	23

	7.18	Entire Agreement	23

	7.19	Conflict with Articles	23

	7.20	Signing and Binding.	24

SCHEDULE A			30

SCHEDULE A-1			30

SCHEDULE A-2			31

SCHEDULE A-3			32

SCHEDULE B			33

SCHEDULE B-1			33

SCHEDULE B-2			33

SCHEDULE C			34

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “Agreement”) is made on August 3, 2011 (the “Effective Date”), by and among:

(1) GLOBAL PHARM HOLDINGS GROUP, INC., a company duly incorporated and existing under the laws of Delaware, the United States of America with its address at Room 2503-2505, New World Center, No. 6009 Yitian Road, Futian District, Shenzhen (the “Purchaser”); and

(2) the sellers whose respective details are set out in Schedule B-1 attached hereto (each a “Seller”, collectively, the “Sellers”).

Each of the parties listed above referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

Quantum Magic Integrator Fund Co., Limited is a company duly incorporated and validly existing under the laws of British Virgin Islands with its registered address at Akara Building, 24 De Castro Street, Wickhams Cay I, Road Town, Tortola, British Virgin Islands (the “Company”). The details of the Company are set forth in Schedule A-1 attached hereto.

Hong Kong Celestial Asia Pharmaceutical Investment Group Limited is a limited liability company duly incorporated and validly existing under the laws of Hong Kong (“Celestial Asia Pharm”). The entire issued shares of Celestial Asia Pharm are legally and beneficially owned by the Company and the details of Celestial Asia Pharm are set forth in Schedule A-2 attached hereto.

Shandong Hua Wei Pharmaceutical Co., Ltd. is a wholly foreign owned company duly incorporated and validly existing under the laws of the PRC (“Hua Wei”). The entire equity interest of Hua Wei is legally and beneficially owned by Celestial Asia Pharm and the details of Hua Wei are set forth in Schedule A-3 attached hereto.

D.	The Sellers desire to sell and the Purchaser desires to purchase the Sale Shares (as defined below) pursuant to the terms and subject to the conditions set out in this Agreement.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1.	Definitions.

The following terms shall have the meanings ascribed to them below:

“2011 Financial Statements” has the meaning set forth in Section 2.4 hereof.

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Agreement” has the meaning set forth in the Recital of this Agreement.

“Approval” means any approval, license, authorization, release, order, or consent required to be obtained from, or any registration, qualification, designation, declaration, filing, notice, statement or other communication required to be filed with or delivered to, any Governmental Authority or any other Person, or any waiver of any of the foregoing.

“Associated Person” means, in relation to a Person, the following persons and concerns (as appropriate): (i) any Relative of such Person; (ii) any company in which more than fifty percent (50%) of the equity share capital is held, or is otherwise Controlled, either directly or indirectly by such Person, or any Relative of such Person or a firm, or any Relative of such Person is a partner or a member as the case may be; and (iii) any Subsidiary of a company specified in clause (ii) above.

“Board” or “Board of Directors” means the board of directors of the Company.

“Business” means the business carried on by the Group at the date of this Agreement, the details of which are set forth under “Business Scope” in Schedule A-3 and Schedule A-4.

“BVI” means the British Virgin Islands.

“Celestial Asia Pharm” has the meaning set forth in the Recital of this Agreement.

“Circular 75” has the meaning set forth in Section 16(iv) of Schedule C.

“Closing” has the meaning set forth in Section 3.1 hereof.

“Closing Date” has the meaning set forth in Section 3.1 hereof.

“Company” has the meaning set forth in the Recital of this Agreement.

“Confidential Information” has the meaning set forth in Section 6.2(i) hereof.

“Consideration Shares” has the meaning set forth in Section 2.2 hereof.

“Contract” means, as to any Person, any provision of any security issued by such Person or any oral or written contract, agreement, undertaking, understanding, indenture, note, bond, loan, instrument, lease, mortgage, deed of trust, franchise, or license to which such Person is a party or by which such Person or any of its property is bound.

“Control” of a given Person means the power or authority, whether exercised or not, to direct the business, management, policies or activities of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

“Disclosing Party” has the meaning set forth in Section 6.2(iv) hereof.

“Dispute” has the meaning set forth in Section 7.6(i) hereof.

“Effective Date” has the meaning set forth in the Recital of this Agreement.

“Environmental Law” means any and all applicable PRC or non-PRC Law, authorization by any Governmental Authority, or any other requirement of any Governmental Authority relating to (i) environmental matters, (ii) the generation, use, storage, transportation or disposal of Hazardous Substances, or (iii) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to any member of the Group.

“Financial Statements” has the meaning set forth in Section 9 of Schedule C hereof.

“Foreign Exchange Authorization” has the meaning set forth in Section 16(iv) of Schedule C.

“Governmental Authority” means any nation or government or any federation, province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization.

“Governmental Order” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“Group” means the Company, Celestial Asia Pharm, Hua Wei, and any Affiliate and Subsidiary of any of the aforementioned entity. The particulars of the members of the Group as at the date of this Agreement are set forth in Schedule A attached hereto.

“Hazardous Substances” means (but shall not be limited to) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or “EP toxicity,” and specifically including petroleum and all derivatives thereof or synthetic substitutes therefore, and asbestos or asbestos-containing materials.

“HKIAC” has the meaning set forth in Section 7.6(iii) hereof.

“Hong Kong” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“Hua Wei” has the meaning set forth in the Recital of this Agreement.

“Indemnifiable Loss” means, with respect to any Person, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, other than in any event consequential, incidental, special and punitive damages. Notwithstanding anything to the contrary provided in the preceding sentence, Indemnifiable Loss shall include, but shall not be limited to, (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person and (ii) any Taxes that may be payable by such Person by reason of the indemnification of any Indemnifiable Loss hereunder, other than Taxes that would have been payable notwithstanding the event giving rise to indemnification.

“Indemnified Party” has the meaning set forth in Section 7.3(iv) hereof.

“Indemnifying Party” has the meaning set forth in Section 7.3(iv) hereof.

“Intellectual Property” means any and all (i) patents, all patent rights and all applications therefor and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the Business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.

“Key Executives” has the meaning set forth in Section 5(viii) hereof.

“Law” or “Laws” means any constitutional provision, statute or other law, rule, regulation, published official policy or published official interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.

“Liabilities” means, with respect to any Person, all liabilities owing by such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

“Lien” means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation.

“Material Adverse Effect” means with respect to any Person, any (i) event, occurrence, fact, condition, change or development that has had a material adverse effect on the operations, results of operations, financial condition, assets or liabilities of such Person, (ii) material adverse effect on such Person’s ability to perform any material obligations of such Person hereunder or under any other Transaction Document, as applicable, or (iii) material adverse effect on any material rights such Person may have hereunder or under any Transaction Document; provided that, without limiting the generality of this definition, any adverse effect resulting in any loss, directly or indirectly, of at least US$100,000 or its equivalent, to the members of the Group (taken as a whole) shall be deemed to constitute a Material Adverse Effect with respect to each member of the Group. Notwithstanding anything to the contrary contained herein, any reference to a “Material Adverse Effect” with respect to any member of the Group shall be a reference to a Material Adverse Effect on the Group, taken as a whole.

“Material Contracts” has the meaning set forth in Section 15(i) of Schedule C hereof.

“Party” has the meaning set forth in the Recital of this Agreement.

“PCAOB” means the US Public Company Accounting Oversight Board.

“Permits” has the meaning set forth in Section 19(ii) of Schedule C hereof.

“Person” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“Pledged Shares” has the meaning set forth in Section 2.3(ii) hereof.

“PRC” means the People’s Republic of China, but solely for the purposes of this Agreement and the other Transaction Documents, excluding Hong Kong, the Macau Special Administrative Region and the islands of Taiwan.

“PRC GAAP” means generally accepted accounting principles and practices in effect from time to time in the PRC applied consistently throughout the periods involved.

“Public Official” means any employee of a Governmental Authority, member of a political party, political candidate, officer of a public international organization, or officer or employee of a state-owned enterprise, including a PRC state-owned enterprise.

“Purchaser” has the meaning set forth in the Recital of this Agreement.

“Purchaser Indemnified Person” has the meaning set forth in Section 7.3(i) hereof.

“Real Property” has the meaning set forth in Section 23(i) of Schedule C hereof.

“Related Party” means any of the current or former officers, employees, directors, or any Person who beneficially owns 5% or more of the outstanding ordinary shares or equity interest of any member of the Group or any Associated Person of any of them (or any Relative of any of the foregoing).

“Relative” means, in relation to a Person, the spouse, parents, siblings and children of such Person and their respective spouses and children (as appropriate).

“Representative” has the meaning set forth in Section 17(i) of Schedule C hereof.

“RMB” means Renminbi, the lawful currency of China.

“Sale Shares” means 50,000 ordinary shares of the Company, representing 100% of the entire issued share capital of the Company, to be sold by the Sellers to the Purchaser at the Closing in accordance with the terms of this Agreement.

“SAFE” means the State Administration of Foreign Exchange of the PRC.

“SAFE Rules and Regulations” has the meaning set forth in Section 16(iv) of Schedule C hereof.

“SAIC” means the State Administration for Industry and Commerce of the PRC and/or its regional and local counterparts.

“Seller” has the meaning set forth in the Recital of this Agreement.

“Share Pledge” means the share pledge agreement entered into by and between the Purchaser and the Sellers on the date hereof in the agreed form pursuant to which each of the Sellers agrees to pledge 10% of its Consideration Shares in favor of the Purchaser with effect from the Closing Date.

“Social Insurance” has the meaning set forth in Section 25(ii) of Schedule C hereof.

“Statement Date” has the meaning set forth in Section 9 of Schedule C hereof.

“Subsidiary” means, with respect to any specified Person, any other Person Controlled by the specified Person, directly or indirectly, whether through contractual arrangements or through ownership of equity securities, voting power or registered capital.

“Tax” or “Taxes” means all applicable forms of taxation, duties, levies imposts and social security charges, whether direct or indirect including without limitation corporate income tax, wage withholding tax, national social security contributions and employee social security contributions, value added tax, business tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, dividend distribution tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional or local law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction.

“Tax Return” means any report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax.

“Transaction Documents” means this Agreement, the Share Pledge and any other agreements, instruments or certificates executed or entered into pursuant to or in connection with any of the foregoing.

“US” means the United States of America.

“US$” means the United States dollars, the lawful currency of the US.

“US GAAP” means generally accepted accounting principles and practices in effect from time to time in the US.

“Warranties” has the meaning set forth in Section 4.1 hereof.

2.	Sale and Purchase of Shares

2.1

Sale and Purchase of Shares.

(i) Subject to the terms and conditions hereof, each of the Sellers shall sell the Sale Shares set out opposite its respective name in Table 1 below free from all Liens and with all rights now attached to the Sale Shares including the right to receive all dividends and other distributions declared, made or paid on or after the Closing Date, and the Purchaser relying on the representations, warranties, undertakings and indemnities of the Sellers contained or referred to in this Agreement shall purchase the Sale Shares with effect from Closing.

Table 1

Name of Seller	Number of Sale Shares

YAU Fan Chung		735

WANG Zi Yi		20,000

WANG Yuan Yuan		8,825

LI Xian Feng		20,440

(ii) Each Seller hereby irrevocably waives and shall procure, at or prior to Closing, the irrevocable waiver of any restrictions on transfer (including rights of pre-emption) which may exist in relation to the Sale Shares, whether under the articles of association of the Company or otherwise.

(iii) The Purchaser shall not be obliged to complete the purchase of any of the Sale Shares unless the sale of all the Sale Shares is completed simultaneously in accordance with this Agreement.

2.2

Consideration.

The total purchase price for the Sale Shares is US$9,000,000 which shall be satisfied within 90 days after the Closing Date by the issue to the Sellers of common stock of the Purchaser (“Consideration Shares”), in the manner set forth in Section 2.3 and in the proportions set out in Table 2 below:

Table 2

Name of Seller	Percentage of Consideration Shares

YAU Fan Chung		1.47	%

WANG Zi Yi		40	%

WANG Yuan Yuan		17.65	%

LI Xian Feng		40.88	%

2.3

Payment.

(i) The Purchaser shall issue the Consideration Shares to the Sellers or their designees within 90 days after the Closing Date. The number of the Consideration Shares to be issued to the Sellers shall be equal to US$9,000,000 divided by the fair market value of the Purchaser’s issued and outstanding common stock as at the Closing Date, as determined by a third party valuer selected by the Purchaser at its discretion.

(ii) Ninety percent (90%) of the total Consideration Shares shall be released to the Sellers in such proportions as set forth in Table 2 in accordance with Section 2.2 and this Section 2.3 and ten percent (10%) of the total Consideration Shares (“Pledged Shares”) shall be pledged to the Purchaser in accordance with the terms of the Share Pledge upon the release of ninety percent (90%) of the total Consideration Shares. The Pledged Shares shall be released to the Sellers subject to the terms set forth in Section 2.4. The Consideration Shares shall be locked up for six months commencing from the date of its release to the Seller pursuant to Rule 506 of Regulation D. The Sellers shall promptly execute such documents as may be required by the Purchaser to provide for such lock-up obligations.

2.4 Holdback. The Sellers hereby covenant and undertake that the consolidated net revenue of the Company for the financial year ended December 31, 2011, based on the audited consolidated balance sheet and income statement of the Company (“2011 Financial Statements”), prepared in accordance with US GAAP and audited by a PCAOB registered accounting firm shall be no less than RMB275,000,000. The Purchaser shall, within twenty (20) Business Days after it receives the 2011 Financial Statements, release the following amount of Pledged Shares to the Sellers subject to the following terms:

(i) all of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is no less than RMB275,000,000;

(ii) 50% of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is below RMB275,000,000 but no less than RMB250,000,000; or

(iii) none of the Pledged Shares, if the consolidated net revenue of the Company according to the 2011 Financial Statements is below RMB250,000,000.

In the cases of (ii) and (iii) above, the Purchaser shall have the right to take any action with respect to the unreleased Pledged Shares as it desires and for the avoidance of doubt, the Sellers shall have no right, entitlement or claim whatsoever with respect to such Pledged Shares.

Closing.

3.1 Closing. The consummation of the sale and purchase of the Sale Shares shall be conducted by remote exchange of relevant documents, on a date no later than two (2) Business Days after the fulfillment (or waiver by the Purchaser) of the conditions to the Closing as set forth in Section 5 hereof, or at such other place and time as the Purchaser and the Sellers may mutually agree upon (the “Closing”, and the date of the Closing, the “Closing Date”).

3.2 Closing Deliverables.

At the Closing, the Sellers shall deliver or cause to be delivered the following items to the Purchaser:

(i) duly executed instrument of transfers of Sale Shares in favor of the Purchaser together with the relevant share certificates;

(ii) counterparts of each Transaction Document to which any Seller is a party, duly executed by such Seller;

(iii) a compliance certificate dated the Closing Date signed by each Seller or its duly authorized representative certifying that all the conditions specified in Section 5 have been fulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date;

(iv) originals of the resignation letters duly executed by each director of each of the Company and Celestial Asia Pharm, in the form satisfactory to the Purchaser;

(v) originals of the resignation letters duly executed by the auditors of the Company (if any), in the form satisfactory to the Purchaser;

(vi) all the statutory and other books and records (including financial records) (duly written up to, but not including, Closing) of the Group and its certificate of incorporation, current business registration certificate, common seal and any other papers and documents of the Group in their possession or under their control;

(vii) copies of the directors’ resolutions and/or shareholders’ resolutions of the Company and each Seller, where applicable, approving, among other things, (A) the transfer of the Sale Shares to the Purchaser; (B) the execution of and the performance of such Seller’s obligations under the Transaction Documents; and (C) any other transactions contemplated under the Transaction Documents;

(viii) an original of the resolutions of the board of directors of the member of the Group (where applicable) approving, in the form satisfactory to the Purchaser:

(a) the registration of the Purchaser as holder of the Sale Shares;

(b) the appointment of such persons as the Purchaser may nominate as directors of such member of the Group; and

(c) revocation of all authorities to the bankers of the Group relating to bank accounts of the Group and procure the giving of authority to such persons as the Purchaser may nominate to operate the same;

4.	Representations and Warranties of the Sellers.

4.1 The Sellers, jointly and severally, represent and warrant to the Purchaser that each of the Recitals and each of the warranties as set out in Schedule C (the “Warranties”) is true, accurate, complete and not misleading as of the date of this Agreement and each of the Warranties will continue to be true, accurate, complete and not misleading on each day up to and including the Closing Date as if repeated on each such day by reference to the facts and circumstances subsisting at that date and on the basis that any reference in the Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to that date.

4.2 Each of the Warranties shall be construed as a separate and independent Warranty and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Warranty or any other terms of this Agreement.

4.3 The Sellers shall, jointly and severally, procure that no act shall be performed or omission allowed, either by themselves or by any member of the Group in such interval which would result in any of the Warranties being breached or misleading at any time up to and including the Closing.

4.4 The Sellers acknowledge that the Purchaser is entering into this Agreement in reliance upon representations in the terms of the Warranties made by the Sellers with the intention of inducing the Purchaser to enter into this Agreement and that accordingly the Purchaser has been induced to enter into this Agreement relying on each of the Warranties.

4.5 The Sellers, jointly and severally, undertake to disclose in writing to the Purchaser anything which is or may constitute a breach of or be inconsistent with any of the Warranties immediately upon it coming to the notice of any of them at any time on, before or after the Closing.

4.6 Benefit of Warranties. Any rights to which the Purchaser may be or becomes entitled by reason of any of the Warranties and all remedies which may be available to the Purchaser in consequence of any of the Warranties being untrue, misleading or breached will enure for the benefit of any holding company of the Purchaser or any subsidiary of any such holding company which is the beneficial owner for the time being of the Sale Shares. Accordingly, any loss which is sustained by such beneficial owner for the time being of the Sale Shares in consequence of any of the Warranties being untrue, misleading or breached will be deemed to be that of the Purchaser and the Purchaser may bring proceedings and exercise any other remedy on the footing that it has been the beneficial owner of the Sale Shares at all times from Completion. If so requested by the Purchaser, the Sellers will represent, warrant and undertake by way of deed on the terms satisfactory to the Purchaser directly with such beneficial owner on the terms and subject to the limitations of this Agreement.

5.	Conditions of the Purchaser’s Obligations at the Closing.

The obligation of the Purchaser to purchase the Sale Shares at the Closing is subject to the fulfillment of each of the following conditions (any or all of which may be waived by the Purchaser) at or prior to the Closing:

(i) Due Diligence. The Purchaser is satisfied with the due diligence results as to the business, legal, financial, accounting, contractual, and Tax positions of each member of the Group.

(ii) Representations and Warranties. The representations and warranties made by the Sellers in Section 4 and Schedule C shall be true, correct, accurate, complete and not misleading when made, and shall be true, correct, accurate, complete and not misleading as of the Closing Date with the same force and effect as if they had been made on and as of such date, or as of another date if any representations and warranties are made with respect to such other date.

(iii) Performance. Each of the Sellers shall have performed and complied with all covenants, agreements, obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by it on or before the Closing and shall have obtained and delivered to the Purchaser all applicable government, regulatory or other approvals, consents, waivers and qualifications necessary to complete the transactions contemplated hereby and under the other Transaction Documents.

(iv) Proceedings and Documents. All corporate and other proceedings in connection with the transactions contemplated hereby and under the other Transaction Documents and all documents and instruments incidental to such transactions shall be reasonably satisfactory in substance and form to the Purchaser, and the Purchaser shall have received all copies of such documents as it may reasonably request.

(v) Authorization. Each member of the Group and each Seller shall have obtained any and all Approvals necessary for consummation of the transactions contemplated by this Agreement and under the other Transaction Documents, including any waivers of any anti dilution rights, right of first refusal or preemptive rights, put or call rights and any and all similar rights (if any) of any shareholder, on or prior to the Closing that are required to be obtained on or prior to the Closing.

(vi) Compliance Certificate. At the Closing, the Sellers shall have delivered to the Purchaser a certificate, dated the Closing Date, certifying that all the conditions specified in this Section 5 have been fulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date.

(vii) Audited Financials. The Purchaser shall have received the audited consolidated balance sheet and income statement of the Company for the financial year ended December 31, 2010, prepared in accordance with US GAAP by a PCAOB registered accounting firm and accompanied by a clean, unqualified opinion of such firm.

(viii) Key Executives. The Purchaser shall have received a duly signed employment agreement between Mr. SUN Wenjie and Mr. SUN Chengyong (“Key Executives”) and such member of the Group as determined by the Purchaser at its discretion, in such form and terms satisfactory to the Purchaser, which terms shall include, among others, that (A) Mr. SUN Wenjie and Mr. SUN Chengyong shall continue to serve as the executive officers of Hua Wei for five consecutive years from the Closing Date, and (B) without the prior written consent of the Purchaser, none of Mr. SUN Wenjie, Mr. SUN Chengyong or any of their direct relatives, including their parents, spouse and children, shall during the five years from the Closing Date, either on their own account or in conjunction with or on behalf of any other person, carry on or be engaged, concerned or interested, directly or indirectly, whether as shareholder, director, partner, agent or otherwise, in carrying on any business which competes, or do any act or omit to do any act which may assist or enable any other person to compete with the Business in the PRC.

(ix) Good Standing. The Purchaser shall have received a certificate of good standing issued by the appropriate authority of the BVI in customary form, dated no earlier than twenty (20) days prior to the Closing.

(x) No Material Adverse Change. There shall not, since the Statement Date, have been any material adverse change to the condition (financial or otherwise), results of operations, assets, regulatory status, business and prospects of the Group or the financial markets or economic conditions in general that has had a Material Adverse Effect on the Group.

6.	Covenants; Other Agreements.

6.1 Title

Each Seller, jointly and severally, covenants with the Purchaser that

(i) it has now and at all times up to and at Closing shall have full power and the right to sell and transfer the legal and beneficial title in the Sale Shares listed against that Seller's name in Table 1 on the terms set out in this Agreement;

(ii) the Company is now and at all times up to and at Closing shall be the sole legal and beneficial owner of the entire issued share capital of Celestial Asia Pharm free from all Liens; and

(iii) Celestial Asia Pharm is now and at all times up to and at Closing shall be the sole legal and beneficial owner of the entire equity interest of Hua Wei free from all Liens.

6.2 Confidentiality.

(i) Each Party acknowledges that the terms and conditions of this Agreement and the other Transaction Documents, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party and by representatives of such Party to the other Party or any of the representatives of such Party (collectively, the “Confidential Information”), shall be considered confidential information.

(ii) No disclosure or announcement relating to the Confidential Information shall be made by any Party without the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed.

(iii) The provisions of Section 6.2(ii) shall not apply to any disclosure or announcement which may be required by Law, by any regulatory body, or by the rules of any stock exchange upon which the shares of a Party or of any of its Affiliates are quoted and publicly traded. The Party making the announcement shall send to each of the other Party a copy of such public announcement prior to that announcement’s publication.

(iv) Except as set forth in Section 6.2(iii) above, in the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction) to disclose any Confidential Information, such Party (the “Disclosing Party”) shall to the extent permitted by law provide the other Parties hereto with prompt written notice of that fact and shall consult with the other Parties hereto regarding such disclosure. At the request of the other Parties, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

(v) Notwithstanding any other provision of this Section 6.2, the confidentiality obligations of the Parties under this Section 6.2 shall not apply to: (a) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (b) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) information which was in the public domain or otherwise known to the restricted party before it is furnished to it by another party hereto or, after it is furnished to that restricted party, enters the public domain without breach by that restricted party of this Section 6.2; (d) information disclosed by any director or observer of the Company to its appointer or any of its Affiliates or to any Person to whom disclosure would be permitted in accordance with the foregoing provisions of this Section 6.2; or, (e) information which a restricted party develops independently without reference to the Confidential Information.

(vi) The provisions of this Section 6.2 shall terminate and supersede the provisions of any separate nondisclosure agreement previously executed by any of the Parties hereto with respect to the transactions contemplated hereby.

(vii) Notices. All notices required under this Section 6.2 shall be made pursuant to Section 7.7 of this Agreement.

6.3 Compliance with Laws. Prior to Closing, each Seller shall cause each member of the Group to use their best endeavors to comply in all respects with all applicable Laws, including but not limited to applicable PRC rules and regulations relating to the Business, Intellectual Property, taxation, employment and social welfare and benefits.

6.4 Rectification. Without prejudicing the generality of the provisions under Section 6.3, before the Closing and upon the written request by the Purchaser, the Sellers shall cause each member of the Group to rectify any non-compliance with applicable Laws.

6.5 Compliance with Laws Regarding Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions.

(i) Prior to Closing, each Seller shall cause each member of the Group and its Representatives to comply with all anti-bribery, anti-corruption and anti-money laundering Laws as referred to in Section 17 of Schedule C.

(ii) Prior to Closing, each Seller shall cause each member of the Group and its Representatives:

(1) to remain in compliance with all applicable anti-bribery or anti-corruption Laws, including those prohibiting the bribery of Public Officials;

(2) not to authorize, offer, be a party to, make any payments or provide anything of value directly or indirectly to any Public Officials; and

(3) not to use, commit to have the intention of using the payments received, or to be received, by them from the Purchaser for any purpose that could constitute a violation of any applicable Laws.

6.6 Covenants on Validity of Approvals. Each Seller shall prior to Closing cause each member of the Group to maintain at all times the validity of, and comply with all legal and regulatory requirements with respect to, the Approvals that it has obtained for the conduct of its Business.

6.7 Closing. Each Seller shall work expeditiously with the Purchaser in good faith towards the Closing and will not, directly or indirectly, do any act or thing which is intended or might reasonably be expected to prevent or delay the Closing.

6.8 Conduct of Business before Closing. The Sellers shall procure that between the date of this Agreement and Closing each member of the Group shall (i) carry on its business, as carried on as at the date of this Agreement, in the normal course and (ii) use best efforts to preserve intact its current business organization, keep available the services of their current officers and employees, and keep and preserve its present relationships with Governmental Authorities, customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. In addition, and without limiting the generality of the foregoing, the Sellers shall procure that between the date of this Agreement and Closing each member of the Group shall not do any of the following without the prior written consent of the Purchaser:

(i) (a) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock or other equity or voting interests, (b) split, combine or reclassify any of its capital stock or other equity or voting interests, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity or voting interests, (c) purchase, redeem or otherwise acquire any shares of capital stock or any other securities or any rights, warrants or options to acquire any such shares or other securities or (d) take any action that would result in any amendment, modification or change of any terms of any of its indebtedness for borrowed money;

(ii) issue, deliver, sell, pledge, grant or otherwise encumber (a) any shares of its capital stock, (b) any other voting securities, (c) any securities convertible into or exchangeable for, or any options, warrants, calls or rights to acquire, any such shares, voting securities or convertible or exchangeable securities or (d) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units;

(iii) amend its memorandum and articles of association or other comparable organizational documents;

(iv) acquire or agree to acquire (a) by merging or consolidating with, or by purchasing all or a substantial equity or voting interest in, or by purchasing all or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (b) any assets that are material, individually or in the aggregate, to the Group, taken as a whole;

(v) (a) grant to any of its executive officers or directors any increase in compensation, (b) grant to any of its current or former executive officers or directors any increase in severance or termination pay, (c) enter into any severance or termination agreement with any such executive officer or director, (d) establish, adopt, enter into or amend any collective bargaining agreement or benefit plan or (e) take any action to accelerate any rights or benefits, or make any determinations under any of its benefit plans; provided that the foregoing clauses (a), (b), (c), (d) and (e) shall not restrict it from entering into or making available to newly hired employees or to employees (other than executive officers), in the context of promotions based on job performance or workplace requirements, in each case in the ordinary course of business, plans, agreements, benefits and compensation arrangements (including incentive grants) that have a value that is consistent with the past practice of making compensation and benefits available to newly hired or promoted employees in similar positions;

(vi) make any change in accounting methods, principles or practices affecting the reported consolidated assets, liabilities or results of operations of the Company;

(vii) convene any shareholders’ meeting (or any adjournment thereof), other than a shareholders’ meeting to vote upon the adoption of this Agreement (solely to the extent such meeting is required by this Agreement and applicable Law);

(viii) sell, lease, license, sell and lease back, mortgage or otherwise subject to any Lien or otherwise dispose of or abandon any of its properties or assets (including any shares of capital stock, equity or voting interests or other rights, instruments or securities or rights with respect to any item of Intellectual Property), except for sales or dispositions of assets in the ordinary course of business consistent with past practice;

(ix) (a) repurchase, prepay, incur or modify in any respect any indebtedness for borrowed money, except for (1) advances of credit incurred under its existing credit facilities in the ordinary course of business and consistent in scope with past practice, (2) short-term borrowings incurred in the ordinary course of business consistent in scope with past practice to finance its working capital needs, and (3) indebtedness solely involving it and any of its direct or indirect wholly owned subsidiaries, (b) issue or sell any debt securities or warrants or other rights to acquire any of its debt securities, guarantee any debt securities of another person, enter into any “keep well” or other agreement to maintain any financial statement condition of another person or enter into any arrangement having the economic effect of any of the foregoing or (c) make any loans, advances or capital contributions to, or investments in, any other Person;

(x) incur or commit to incur, or make or agree to make, any capital expenditures, or any obligations or liabilities in connection therewith;

(xi) make or change any material Tax election, adopt or change any accounting method or period in respect of Taxes, file any amended Tax Return or settle or compromise any Tax liability or refund;

(xii) (a) pay, discharge, settle or satisfy any action, litigation, claim or arbitration, (b) cancel any indebtedness (individually or in the aggregate) or waive any claims or rights of value or (c) waive any benefits of, or agree to modify in any manner, any confidentiality, standstill or similar agreement to which it is a party;

(xiii) enter into or amend, extend or terminate in a manner that is adverse to it, or waive, release or assign any rights or claims under any Material Contract or any contract that would have been deemed to be a Material Contract if entered into prior to the date hereof, in each case except in the ordinary course of business consistent with past practice;

(xiv) enter into any contract pursuant to which the consent of the other party thereto would be required to effect the consummation of the transaction contemplated hereunder;

(xv) adopt or enter into a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization;

(xvi) write down any of its assets, including any rights with respect to any item of its Intellectual Property, except pursuant to applicable Law or accounting requirements;

(xvii) adopt or enter into any collective bargaining agreement or other labor union contract applicable to its employees; or

(xviii) authorize any of, or commit, resolve or agree to take any of, the foregoing actions.

6.9 Non-Competition. Each of the Sellers undertakes severally with the Purchaser that it or he will not, without the prior written consent of the Purchaser, whether directly or indirectly and either alone or in conjunction with, or on behalf of, any other person, and whether as principal, shareholder, director, employee, agent, consultant, partner or otherwise:

(i) for a period of three years immediately following Closing, canvass, solicit or approach, or cause to be canvassed, solicited or approached, for orders any person who at any time during the 24 months immediately preceding the Closing Date is or was:

(1) negotiating with any member of the Group for the supply by any such company of goods or services;

(2) a client or customer of any member of the Group; or

(3) in the habit of dealing with any member of the Group,

where the orders relate to goods and/or services which are competitive with or of the type supplied by any member of the Group at any time during the 24 months immediately preceding the Closing Date;

(ii) for a period of three years immediately following Closing, interfere, or seek to interfere, with the continuance of supplies to any member of the Group from any supplier who has been supplying goods and/or services to any such company at any time during the 24 months immediately preceding the Closing Date if such interference causes or would cause that supplier to cease supplying, or materially reduce its supply of, those goods and/or services to any such company;

(iii) for a period of five years immediately following the Closing Date, either on its own account or in conjunction with or on behalf of any person, firm or company, carry on or participate or have an interest in, anywhere in the PRC, any business comprised in the Business and/or any other business which competes directly or indirectly with the Business; and

(iv) for a period of three years immediately following the Closing Date, either on its own account or in conjunction with or on behalf of any person, firm or company, employ or solicit or endeavour to entice away from any member of the Group any person who to its or his knowledge is at the date of this Agreement or has been during the 24 months preceding the date of this Agreement an employee of any such company and whether or not such person would commit a breach of contract by reason of leaving service or office.

Each of the undertakings in Section 6.9 is a separate and independent undertaking. If one or more of those undertakings is held to be void or unenforceable, the validity of the remaining undertakings will not be affected.

The Sellers agree that:

(a)

the restrictions and undertakings contained in Section 6.9 are reasonable and necessary for the protection of the Purchaser’s legitimate interests in the goodwill of the Group; and

(b)

if any such restrictions or undertakings are found to be void or voidable, but would be valid and enforceable if some part or parts of the restriction or undertaking were deleted, such restriction or undertaking will apply with such modifications as may be necessary to make it valid and enforceable.

Without prejudice to the above provisions, if any restriction or undertaking is found by any court or other competent authority to be void or unenforceable, the Parties to the relevant restriction or undertaking will negotiate in good faith to replace such void or unenforceable restriction or undertaking with a valid provision, which, as far as possible, has the same legal and commercial effect as that which it replaces.

The Parties acknowledge that since damages or an account of profits will not be an adequate remedy for a breach of the obligations in Section 6.9, a Party is entitled to an injunction to prevent a breach or continued breach.

6.10 Sellers’ Cooperation and Furnishing of Information. Each of the Sellers shall cooperate fully with the Purchaser and furnish all information concerning itself, its Affiliates, directors, officers and stockholders, any member of the Group and such other matters as may be reasonably necessary or advisable in connection with the transactions contemplated hereby, in the preparation of all relevant disclosure and filings to the competent authorities when so requested by the Purchaser. Subject to applicable Law, and upon reasonable prior written notice, the Sellers shall, and shall cause each member of the Group to, afford to the Purchaser and to its Representatives reasonable access during normal business hours during the period prior to the Closing Date to all of their properties, offices and other facilities, officers, personnel and books, records, contracts, permits and other information as may be requested by the Purchaser and, during such period, the Sellers shall, and shall cause each of the member of the Group to, furnish promptly to the Purchaser all financial, operating and other data, documents and information concerning its business, properties and personnel as the Purchaser may request.

7.	Miscellaneous.

7.1

Termination; Survival.

(i) This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing: (a) by mutual written agreement of the Purchaser and the Sellers; (b) by the Purchaser in the event any of the closing conditions as set forth in Section 5 herein shall have not been satisfied or waived by the Purchaser on or before the date that is 30 days after the date hereof.

(ii) The representations and warranties set forth under Schedule C and any covenants and agreements of the Sellers contained in or made pursuant to this Agreement shall survive after the Closing, and such representations, warranties, covenants and agreements shall in no way be affected by any due diligence or investigation of the subject matter thereof made by or on behalf of the Purchaser and any facts which are known to the Purchaser.

(iii) Subject to Section 7.1(ii) above, if this Agreement is terminated pursuant to Section 7.1(i) above, this Agreement shall forthwith become null and void, and there shall be no liability or obligation on the part of the Sellers or the Purchaser (or any of their respective officers, directors, employees, agents or other Representatives or Affiliates) under this Agreement or in connection with the transactions contemplated hereby, except that such termination shall not relieve any breaching party from liability hereunder from breach of any representation or warranty contained herein or any breach of any covenant or agreement contained herein.

7.2 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights hereunder, shall not be assigned, and the obligations hereunder shall not be transferred, without the mutual written consent of the Parties hereto, provided that the Purchaser may assign its rights and obligations to an Affiliate or a nominee of the Purchaser without consent of the other Parties under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or Liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

7.3 Indemnity.

(i) The Sellers hereby agree to jointly and severally indemnify and hold harmless any member of the Group, the Purchaser, and the Purchaser’s employees, Affiliates, agents and assigns (each a “Purchaser Indemnified Person”), from and against any and all Indemnifiable Losses suffered by the Purchaser, or the Purchaser’s employees, Affiliates, agents and assigns, as a result of, or based upon or arising from any breach or nonperformance of any of the certificates, representations, warranties, covenants or agreements made or given by the Sellers in or pursuant to this Agreement or any of the other Transaction Documents;

(ii) Without limiting the generality of Section 7.3(i), each of the Sellers hereby agrees to jointly and severally indemnify and hold harmless any member of the Group, the Purchaser and the Purchaser Indemnified Person, from and against any and all Indemnifiable Losses suffered by any member of the Group and/or the Purchaser or the Purchaser Indemnified Person, arising from:

(1) any penalties imposed on any member of the Group by SAIC or any other relevant government authority for non-compliance with the applicable Laws and regulations relating to any capital increase of any member of the Group carried out before the Closing;

(2) any penalties imposed on any member of the Group by SAFE or any other relevant government authority for non-compliance with the applicable Laws and regulations relating to any remittance of foreign currencies by any member of the Group carried out before the Closing;

(3) failure by the Group to obtain all the licences, permits, registrations and certificates necessary for the Group to conduct its business;

(4) failure by the Group to register or be licensed to use any of the trademarks used by any member of the Group as at the date of this Agreement; and

(5) any outstanding payments to the social security funds and/or to the housing provident fund as at the Closing Date which are requested by the relevant government authority to be repaid by the relevant member of the Group, and any penalties imposed on any member of the Group by any relevant government authority for non-compliance with any laws and regulations relating to the social security funds and/or the housing provident fund.

(iii) Tax Indemnification. Each Seller shall jointly and severally indemnify, exonerate and hold free and harmless each Purchaser Indemnified Person from and against any Indemnifiable Losses attributable to (a) all Taxes (or the non-payment thereof) of any member of the Group for all Taxable periods ending on or before the Closing Date and the portion through the end of the Closing Date for any Taxable period that includes (but does not end on) the Closing Date, (b) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Group is or was a member on or prior to the Closing Date, and (c) any and all Taxes of any person imposed on any member of the Group as a transferee or successor, by contract, or otherwise.

(iv) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “Indemnified Party”) shall give written notice to the party or parties required to provide indemnity hereunder (the “Indemnifying Party”).

(v) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity under this Section 7.3. If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party, provided, however, that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party.

(vi) This Section 7.3 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation.

(vii) For the purposes of this Section 7.3, the “Indemnifiable Losses” of an Indemnified Party shall include a quantifiable diminution in the value of any member of the Group arising out of a matter which is the subject of the indemnities in Sections 7.3(i), (ii) and/or (iii).

7.4 Tax and Social Insurance Expenses. The Sellers shall jointly and severally pay to the relevant member of the Group the full amount of any losses, liabilities, damages, liens, penalties, costs and expenses, incurred by and associated with any failure by any member of the Group to pay any Taxes or social insurance contributions owed by it (both as a taxpayer and a withholding agent) prior to the Closing or attributable to its operational period prior to the Closing.

7.5 Governing Law. This Agreement shall be governed by and construed under the Laws of Hong Kong.

7.6 Dispute Resolution.

(i) Any dispute, controversy or claim (each, a “Dispute”) arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved at the first instance through consultation between the parties to such Dispute. Such consultation shall begin immediately after any party has delivered written notice to any other party to the Dispute requesting such consultation.

(ii) If the Dispute is not resolved within thirty (30) days following the date on which such notice is given, the Dispute shall be submitted to arbitration upon the request of any party to the Dispute with notice to each other party to the Dispute.

(iii) The arbitration shall be conducted in Hong Kong and shall be administered by the Hong Kong International Arbitration Centre (the “HKIAC”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. There shall be one (1) arbitrator who shall be qualified to practice Law in Hong Kong chosen by the Secretary General of the HKIAC.

(iv) The arbitration proceedings shall be conducted in English. If the HKIAC Administered Arbitration Rules are in conflict with the provisions of this Section 7.6, including the provisions concerning the appointment of arbitrators, the provisions of this Section 7.6 shall prevail.

(v) The arbitrator shall decide any dispute submitted by the parties to the arbitration tribunal strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive Law.

(vi) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(vii) During the course of the arbitration tribunal’s adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(viii) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

(ix) The Purchaser and each of the Sellers hereby irrevocably appoint HONG KONG KING & KIRIN BUSINESS LIMITED, whose address is FLAT 01, 28/F., YAT HEI HOUSE, TUNG HEI COURT, 38 YIU HING ROAD, HONG KONG (“Agent”), to receive legal procedure documents in Hong Kong (including but not limited to, claims for reimbursement, summons, arbitration application and arbitration award) (“Legal Procedure Documents”).

(x) Each of the Parties hereby undertakes immediately notify the other Parties in writing if the Agent or its address is modified.

(xi) Each of the Parties agrees and confirms that Legal Procedure Documents which have been sent to its Agent shall be deemed as having been sent to such Party.

7.7 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such Party on the signature page of this Agreement (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties to this Agreement given in accordance with this Section 7.7). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

7.8 Fees and Expenses.

(i) Subject to Section 7.8(ii), each of the Purchaser and the Sellers shall pay for its own costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. Each Seller undertakes to the Purchaser that neither the Company nor any other member of the Group has paid or will pay (in connection with the transactions contemplated by this Agreement) any legal, accounting or other professional charges, fees, expenses or commissions relating to the sale of the Sale Shares including any such costs incurred in connection with any investigation of the affairs of any member of the Group or the negotiation, preparation, execution and carrying into effect of this Agreement and other Transaction Documents.

(ii) All transfer, documentary, sales, use stamp, registration and other such Taxes, and any conveyance fees or recording charges incurred in connection with the transactions contemplated under this Agreement and other Transaction Documents, shall be borne and paid by the Sellers when due. The Sellers will, at their own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges.

7.9 Finder’s Fee. Each of the Sellers and the Purchaser represents that it neither is nor will be obligated for any finder’s fee or commission in connection with the transaction contemplated hereunder.

7.10 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

7.11 Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Parties; provided that each Party may waive any of its rights hereunder without the consent of any other Party. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the Parties hereto.

7.12 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

7.13 Rights Cumulative. Each and all of the various rights, powers and remedies of a Party will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

7.14 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by Law or otherwise afforded to any Party, shall be cumulative and not alternative.

7.15 No Presumption. The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

7.16 Headings and Subtitles; Interpretation. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Unless a provision hereof expressly provides otherwise: (i) the term “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) the terms “herein”, “hereof”, and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) the term “including” will be deemed to be followed by, “but not limited to”, (v) the masculine, feminine, and neuter genders will each be deemed to include the others; (vi) the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive; (vii) the term “day” means “calendar day”, and (viii) all references to dollars or to “US$” are to currency of the United States of America (and shall be deemed to include reference to the equivalent amount in other currencies).

7.17 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

7.18 Entire Agreement. This Agreement and the Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. For the avoidance of doubt, this Agreement shall be deemed to terminate and supersede the provisions of any letter of intent, memorandum of understanding, confidentiality and nondisclosure agreement, or any other agreement executed between the Purchaser and any Seller prior to the date of this Agreement, none of which agreements shall continue.

7.19 Conflict with Articles. In the event of any conflict between the provisions of this Agreement and the provisions of the memorandum and articles of association of the Company, as between the Parties the provisions of this Agreement shall prevail.

7.20 Signing and Binding. Notwithstanding that any Party does not validly execute this Agreement, this Agreement shall be binding, effective and enforceable to and among all those Parties duly executing this Agreement, in which case, the “Parties” or “Party” used in this Agreement shall refer to those Parties duly executing the Agreement.

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