Equity Purchase Letter of Intent (2)

Equity Purchase Letter of Intent (2)

Purchaser (transferee): Zibo Xinhuada Pharmacy Chain Co., Ltd.

Transferor: Sun Qiyun, etc.

Given that

The acquirer and the transferor have conducted preliminary negotiations on the transfer of 100% equity of Zibo Tianhetang Golden Lily Pharmaceutical Chain Co., Ltd. (target company) held by the transferor, in order to further carry out investigations on equity transfer and improve the transfer procedures. The two parties reached the following equity purchase intention letter, which is intended to make an agreement on the work communication matters in the equity transfer, and the result is not binding on whether the two parties ultimately carry out the equity transfer.

First, the acquisition target

The acquisition target of the acquirer is 100% equity of the target company owned by the transferor, including the shareholder's equity of the target company's evaluation base date (the two parties agreed to be the month of 2012) and its substantive assets and business license.

Second, the acquisition method

The acquirer and the transferor agree that the purchaser will complete the acquisition in cash, and the relevant matters relating to the price of the equity transfer and the payment terms, except as agreed in this agreement, shall be signed by the parties separately to sign the Equity Transfer Agreement.

The principle of determining the purchase price is based on the asset evaluation results of the target company by the accredited evaluation agencies, and the premium % is determined based on this.

Third, the safeguard clause

1. The Transferor undertakes that, for the entire period after the intent of the Intention Agreement to the date of the signing of the Equity Transfer Agreement between the parties, the Transferor shall not, in any way, with the third party, in any way, the equity of the Target Company held by it. Negotiation or negotiation of transfer or asset transfer issues.

   2. The transferor undertakes that the transferor shall provide the transferee with the target company information and materials required by the transferee in a timely and comprehensive manner, especially the relevant information and materials that the target company has not disclosed to the public, so as to facilitate the transferee to be more comprehensive. Understand the real situation of the target company; and actively cooperate with the attorney assigned by the transferee and the transferee to conduct due diligence work on the target company.

3. The transferor guarantees that the target company is set up and validly existing in accordance with Chinese law, and has all valid government approvals, certificates and permits required for normal and legal operation in accordance with its business license.

4. All debts assumed by the Target Company prior to the signing of the Equity Transfer Agreement, including any proposals, notices, orders, rulings, judgments made by the administrative and judicial authorities on the conduct of the Target Company prior to the acquisition. To determine the obligations determined, the parties shall be specifically agreed in the equity transfer agreement after negotiation between the parties.

5. Both parties have the rights necessary to enter into and perform the agreement, and guarantee that this agreement can be legally binding on both parties; the parties have obtained all necessary authorizations to sign and perform the agreement, and the representatives signed by both parties in this agreement have been authorized. Sign this agreement and be legally binding.

Fourth, confidentiality provisions

1. Unless otherwise agreed in this Agreement, each party shall use its best endeavours to assume the confidentiality obligations of all parties involved in the performance of this Agreement in respect of the following matters:

The scope includes business information, materials, documents, contracts. This includes: the terms of this agreement; the negotiation of the agreement; the subject matter of the agreement; the trade secrets of the parties; and the confidentiality of any commercial information, materials and/or documents, including any content of this agreement and possible Other cooperation matters, etc.

2. The above restrictions do not apply to:

(1) Information and information that have become generally desirable to the public at the time of disclosure;

(2) It is not because the recipient's fault has become the publicly available information and information after disclosure;

(3) The receiving party may prove that it has been in the possession before the disclosure and that it is not obtained directly or indirectly from other parties;

(4) Either party is obliged to disclose to the relevant government department as required by law, or any party may disclose such confidential information to its direct legal counsel and financial adviser for its normal business operations;

3. If the acquisition project is not completed, both parties have the obligation to return or destroy the information provided by the other party.

4. The confidentiality obligations stated in this clause shall continue to be valid after the termination of this Agreement.

V. Cost sharing clause

Regardless of whether the acquisition is successful or not, the expenses incurred for the acquisition are apportioned as follows:

1. The various work expenses incurred by the two parties based on the acquisition, including: travel expenses, personnel salary, information printing expenses, office expenses, etc. of the relevant personnel, shall be borne by the parties themselves;

2. The fees paid by the two parties for the services of the relevant intermediary based on the acquisition, including the fees for hiring lawyers, investment consultants, financial consultants and technical consultants, shall be borne by the parties themselves;

3. Expenses for investigation and evidence related to due diligence based on acquisitions, including: enquiry fees paid to relevant state regulatory agencies, fees paid to witnesses during the process of obtaining evidence, and file enquiry fees, etc., shall be borne by the parties themselves;

The expenses for auditing and asset evaluation of the target company based on the acquisition, including: financial audit, asset assessment, land assessment and other expenses, shall be borne by Party B.

VI. Entry into force, change or termination

1. This letter of intent shall come into effect on the date of signature and seal by both parties. The contents of this letter of intent may be changed by mutual agreement.

2. If the transferor and the transferee fail to reach a substantial equity transfer agreement on the equity acquisition within a period of one month, the letter of intent is automatically terminated.

3. Before the expiration of the above period, if the transferee is dissatisfied with the due diligence result or the information provided by the transferor is false, misleading or has major omissions, it has the right to terminate this letter of intent unilaterally.

4. This letter of intent is in duplicate and each party holds one copy, all of which have the same legal effect.

Transferor: (seal)

Authorized representative: (Signature)

Transferee: (seal)

Authorized representative: (Signature)

Date of signing: