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.