Unassociated Document


    Loan
      Contract

    (Yun
      Ying
      Shuang) Nong Ying Jie Zi (2007) No. 12

    


    Borrower
      (Full Name): Kunming
      Sheng Huo Pharmaceutics (Group) Co., Ltd.

     

    Lender
      (Full Name): Agricultural Bank of China Kunming
      Shuanglong Sub-branch

     

    Pursuant
      to the relevant PRC
      laws
      and regulations, the two parties, following consultations, mutually agree to
      enter into this Contract (“Contract”) as follows.

     

    Article
      1 Loan

     

    1.  Type
      of
      loan: Loan
      toward mid-term current capital;
      

     

    2.  Purpose
      of loan: Current
      capital;

     

    3.  Currency
      and amount of loan (in Capital): RMB
      FIFTY MILLION YUAN

     

    4.  Term
      of
      loan

     

    	(1)  	
            As
              shown in the following table: 

          


     

    
      	
              From

            	
              To

            
	
              Year

            	
              Month

            	
              Day

            	
              Amount

            	
              Year

            	
              Month

            	
              Day

            	
              Amount

            
	
              2007

            	
              August

            	
              16

            	
              ¥50,000,000.00

            	
              2009

            	
              August

            	
              16

            	
              ¥50,000,000.00

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 


    

     

    (In
      case
      of insufficient space therein, additional paper can be attached thereto as
      supplement to form an integral part hereof.) 

     

    	(2)  	
            If
              any inconsistency exists between the amount and the from-to dates of
              the
              loan recorded herein and those recorded in the loan certificate, the
              latter shall prevail. As an integral part hereof, the loan certificate
              has
              equal legal force and effect as this
              Contract;

          


     

    	(3)  	
            If
              the loan hereunder is in foreign exchange, the Borrower shall repay
              the
              principal and interest of the loan in the original currency as per
              the
              schedule.

          


     

    5.  Loan
      Interest Rate

     

    The
      interest rate of loans in RMB is determined as per Method 1
      below:
      

     

    	(1)  	
            Floating
              Interest Rate 

          


     

    The
      loan
      interest rate floats upward by 10%
      from
      benchmark interest rate to stand at 7.722%
      per
      annum. The benchmark interest rate for loans with a term of five years or less
      shall be the benchmark RMB interest rate for the same term announced by the
      People’s Bank of China, while that for loans with a term of more than five years
      shall be the above benchmark interest rate plus _____________ (in words)
      percentage point(s).

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    Adjustment
      to the interest rate shall be made once in every TWELVE-month
      period. In case of adjustment made to benchmark RMB interest rate by the
      People’s Bank of China, the Borrower shall, starting from the corresponding day
      of loan in the first month of the next 12-month period after the adjustment,
      pay
      interest according to the adjusted benchmark interest rate for the relevant
      term
      and the new interest rate determined as per the above calculation method,
      without further notice. If the adjustment day of benchmark interest rate falls
      on the same day as the loan issuance day or the corresponding day of loan in
      the
      first month of the 12-month period, the new loan interest rate shall apply
      starting on the adjustment day of benchmark interest rate. If there is no
      corresponding day of loan, the last day of such month shall be deemed as the
      corresponding day of loan. 

     

    	(2)  	
            Fixed
              Interest Rate

          


     

    The
      loan
      interest rate floats upward/downward by  %
      to
      stand at ___% per annum. The benchmark interest rate for loans with a term
      of
      five years or less is the benchmark RMB interest rate for the same term
      announced by the People’s Bank of China, while that for loans with a term of
      more than five years is the above interest rate plus ___ (in words) percentage
      point(s).

     

    The
      interest rate of loans in foreign exchange shall be determined as per Method
      _____ below: 

     

    (1)
      Floating loan interest rate for a term of _____ months shall be _____-month
      _________________ (LIBOR/HIBOR) + ___
      %
      margin.
      LIBOR/HIBOR is the interbank offered rate of London/Hong Kong announced by
      Reuters for the corresponding term two working days prior to the interest
      bearing date.

     

    (2)
      An
      annual interest rate of _____ % shall apply till the loan expiration
      date.

     

    (3)
      Other
      methods:                                                                                           .

     

    6.
      Interest Settlement

     

    The
      interest on the loan hereunder shall be settled on a quarterly
      basis,
      with the date of settlement falling on the
      20th
      day of
      each quarter-end month. The Borrower shall pay up the interest on every interest
      settlement day. If the last loan repayment day is not an interest settlement
      day, the outstanding interest shall be paid up immediately together with the
      principal (daily interest rate = monthly interest rate/30).

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Article
      2
      Where
      the Borrower fails to meet the following conditions, the Lender shall have
      the
      right to refuse granting the loan hereunder: 

     

    1.
      The
      Borrower opens a general
      account
      with the Lender. 

     

    The
      debt
      service schedule:

     

    Repay
      5 million yuan on or before December 30, 2007;
      

     

    Repay
      5 million yuan on or before June 30, 2008;
      

     

    Repay
      10 million yuan on or before December 30, 2008;
      

     

    Repay
      30 million yuan when the term expires in August 2009.

     

    Article
      10 Contract Effectiveness

     

    This
      Contract shall come into force as of the date of execution and sealing by both
      parties. 

     

    Article
      11 Counterparts

     

    This
      Contract shall be executed in four
      original
      copies, one for each party and one
      for each
      guarantor. The four
      counterparts
      shall have equal force and effect.

     

    Article
      12 Reminder

     

    The
      Lender has reminded the Borrower of the need to have a complete and accurate
      understanding of the provisions hereof and, at the request of the Borrower,
      explained the provisions as necessary. The signing parties have a common
      understanding of the meanings hereof. 

     

     

    Borrower
      (Seal
      & Signature):   

     

    “KUNMING
      SHENG HUO PHARMACEUTICS (GROUP) CO., LTD.” (Seal) 

    Legal
      Representative or Authorized Agent: Lan Guihua (Signature)   

     

    Lender
      (Seal
& Signature):

     

    “AGRICULTURAL
      BANK OF CHINA KUNMING SHUANGLONG SUB-BRANCH” (Seal)

     

    Principal
      or Authorized Agent: Ma Bo (Signature)

     

    


    Date
      of
      Execution: August
      16, 2007

    Place
      of
      Execution: Agricultural
      Bank of China Kunming Shuanglong Sub-branch

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Contract
      for Entitlement Pledge 

    (Yun
      Ying
      Shuang) Nong Yin Quan Zhi Zi (2007) No. _____

    


    Pledgee
      (Full Name): Agricultural Bank of China Kunming
      Shuanglong Sub-branch

    Pledgor
      (Full Name): (1) Lans
      International Medicine Investment To., Limited

     

    (2)                                    
      

    (3)                                    
      


     

    To
      ensure
      the faithful performance of the
      Loan Contract (Yun Ying Shuang) Nong Ying Jie Zi (2007) No. 12
      (“Master
      Contract”) entered into by and between Kunming
      Sheng Huo Pharmaceutics (Group) Co., Ltd.
      (“Debtor”) and the Pledgeeôthe
      Pledgor is willing to provide pledge guarantee for the debts formed between
      the
      Debtor and the Pledgee under the Master Contract. Pursuant to the relevant
      PRC
      laws and regulations, the two parties, following consultations, mutually agree
      to enter into this Contract as follows.

     

    


    Article
      1 Category of Guaranteed Principal Creditor’s Right and Amount of
      Principal

    The
      guaranteed principal creditor’s right is the
      loan toward mid-term current capital
      and the
      amount of principal (currency and amount in capital) is RMB
      FIFTY MILLION YUAN.
      

    


    Article
      2 Scope of Pledge Guarantee

    The
      scope
      of pledge guarantee covers the principal of the debt under the Master Contract
      and the related interest, overdue penalty, compound interest, default penalty,
      liquidated damages as well as all costs and expenses incurred by the Pledgee
      to
      realize its creditor’s right, including legal costs, attorney fee, pledge right
      disposal fees and transfer costs. 

    


    Article
      3 Creation of Entitlement Pledge

    	1.  	
            The
              Pledgor agrees to use the entitlement to the following properties
              _____ 
              (shown in detail in the List of Pledge (Yun
              Ying Shuang) Quan Zhi Zi (2007) No. 001)
              as pledged entitlement. The above list shall form an integral part
              of this
              Contract;

          


    	2.  	
            The
              above pledged entitlement is tentatively valuated at RMB (in capital)
               ,
              but the final value shall be the net income of actual disposal when
              the
              pledged entitlement is realized. 

          


     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Article
      4 The Pledgor hereby undertakes that: 

    	1.  	
            it
              has full and undisputable ownership or right of disposal to the pledged
              entitlement; 

          


    	2.  	
            the
              pledged entitlement can be transferred de jure.


          


    


    Article
      12 Contract Effectiveness

    This
      Contract shall be made as of the date of execution and sealing the both parties
      hereto and shall take effect as of the date when the entitlement certificate
      is
      delivered. Where registration is required, the Contract shall take effect as
      of
      the date of registration. 

    


    Article
      13
      This
      Contract is executed in four
      original
      copies, one for each party. All four
      counterparts shall have equal force and effect.

    


    Article
      14 Reminder

    The
      Pledgee has reminded the Pledgor of the need to have a complete and accurate
      understanding of the provisions hereof and, at the request of the Pledgor,
      explained the provisions as necessary. The signing parties have a common
      understanding of the meanings hereof.

    


    Pledgee
      (Seal & Signature): 

    “AGRICULTURAL
      BANK OF CHINA KUNMING SHUANGLONG SUB-BRANCH DEDICATED SEAL FOR LOAN CONTRACT”
(Seal) 

    


    Principal
      or Authorized Agent: Ma Bo (Signatrue)

    


    


    


    Pledgor
      (Seal & Signature): 

    “LAN’S
      INT’L MEDICINE INVESTMENT TO., LIMITED” (Seal)

    


    Legal
      Representative or Authorized Agent: Lan Guihua (Signature)

    


    


    Date
      of
      Execution: ____________________

    Place
      of
      Execution: Agricultural Bank of China Kunming
      Shuanglong Sub-branch

    


    
      
         

      

      
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