Agreement
on Registration of Accounts Receivable Transfer




No:__________________




Transferor(Party A):Kunming
Shenghuo Pharmaceutical (group) Co., Ltd.




Address:No.2 Jing You Road,
Kunming Economy and Technology Developing District




Post Code:650217




Legal Representative(person-in-charge):Gui
Hua Lan




Fax:+86-871-7282672




Tel:+86-871-7282691




Transferee(Party B):HepingBranch, China
Construction Bank




Address:No.
300 South Ring Road




Post Code:650000




Person-in-charge: Tao
Yang




Fax:+86-871-3512821




Tel:+86-871-3546917





Since the
entering of the Domestic Factoring Contract
with RecourseNo.HPBL20100001
(hereinafter referred to as “Factoring Contract”), both parties, upon
negotiation, mutually agree to conclude this Agreement regarding to the
registration of accounts receivable according to relevant laws, rules and
regulations.




1.
Registration of Pledge/Transfer





Both
parties agree that, after the Agreement is entered into, it is Party B’s
liability to register the accounts receivable under the Factoring Contract
through the AR Registration Notification System of Credit Centre, People’s Bank
of China. The contents of registration shall be solely determined by the Party
B, which include but not limited to Party A’s basic information, AR description
and term of registration. Party A shall provide all kinds of necessary
assistance as per the requirement of Party B. It is Party A’s liability to bear
the relevant expenses on registration.


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2.
Party A promises that all the documents and information provided are accurate,
true, complete, legal and effective, otherwise it shall bear all the
subsequences.





Party A
shall inform truthfully all of its valid names (if Party A is a natural person,
it shall inform Party B all of its valid names and ID Number) to Party B within
4 months prior to the date of signing this Agreement. Where Party B suffers from
damages due to Party A’s failure in truthful notification, it is Party A’s
liability to bear all responsibilities of indemnity.





3.
After the Agreement becomes effective, if the registration turns to be invalid
caused by any reason, Party B is entitled to go through the re-registration
procedure as per this Agreement, without signing an additional agreement; If
relevant laws and rules or relative authorities require Party A to sign the
agreement on registration extension or other documents, it shall do so
immediately.





4.
Registration Extension





Both
parties agree that, where the registration needs to be extended (no limitation
of times of extension), Party B is entitled to handle the extension of
registration by itself. If relevant laws and rules or relative authorities
require Party A to sign the agreement on registration extension or other
documents, it shall do so immediately.




5.
Change of Registration





Party A
shall review the accuracy of registered information and notify Party B to change
the registration for identified errors and omissions. Where those errors and
omissions failed to be corrected timely due to Party A’s delay of notification,
Party A shall bear all the subsequences arising hereunder.


Where the
existing omissions or errors are identified by Party B in the content of
registration; or the registered contents require to be changed, Party B is
entitled to change the registration by itself. At that time, Party A shall sign
relevant change agreement and provide all kinds of necessary assistance as per
the requirements of Party B.


In case
that registered contents related to Party A are changed, include but not limited
to the change of Party A’s legal registered name or valid ID Number, Party A
shall inform Party B within 5 business days since the date of change and shall
provide relevant certificates and documents, it shall also sign all the relevant
change agreement as per the requirement of Party B, so that Party B could handle
the change of registration by itself. If Party B suffers from any damage due to
Party A’s failure of abiding by the above mentioned provisions, it is Party A’s
liability to bear all responsibilities of indemnity and other legal
responsibilities.


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6.
This Agreement constitutes an integral part of the Factoring Contract and has
the same legal force as the text of the Contract. Where relevant provisions are
not prescribed or clearly prescribed, shall perform as the Factoring Contract
prescribed.





7.
Other Covenants




None.










8.
Effect of Agreement




This
Agreement becomes valid upon signature or seal by the two parties.




9.
This Agreement is made out infourcopies.





Party
A(Seal):




Legal
Representative(person-in-charge)or authorized
representative(Signature):Qiong Hua
Gao




May 14,
2010





Party
B(Seal):




Person-in-charge
or authorized representative(signature): Tao
Yang




May 14,
2010


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