Agreement
on Indemnities Transfer

     

    ——Domestic Trade
Credit Insurance Policy

    


    Endorsement No.:
31619000901010000001

    Contract No.:
259653/10

    


    This
Agreement is entered into by the following parties:

    


    The Insurant: Kunming Shenghuo
Pharmaceutical (group) Co., Ltd.

    Address:
No.2 Jing You Road, Kunming National Economy and Technology Developing District,
Yunnan Province, China

    


    The Indemnity Beneficiary:
Kunming Heping
Branch of China Construction Bank

    Address:
No.328 South Ring Road, Kunming City, Yunnan Province

    


    The Insurer: China Ping An Insurance
Company

    Address:
Xinghe Development Centre Plaza, Fuhua Road, Futian District, Shenzhen City,
China

    


    All of
the three parties have reached the provisions as below in accordance with
article 28 under General Clause:

    


    Transfer
of Beneficiary’s Indemnities interest

    


    
      
        	
              	
                1.

              	
                The
      Insurant hereby transfers the beneficial interest for indemnities under
      the insurance policy No. 11619000901010000001 (hereinafter referred to as
      the insurance policy) to The Indemnity
  Beneficiary.

              


      

    

    


    
      
        	
              	
                2.

              	
                The
      Insurer agrees on the transfer and promises to pay all the indemnification
      under the insurance policy to The Indemnity Beneficiary, provided that the
      interest of the Third Party (whose right to indemnification surpasses that
      of the bank) will not be
affected.

              


      

    

    


    
      
        	
              	
                3.

              	
                The
      Indemnity Beneficiary accepts this transfer and declares that it has full
      knowledge about the terms and conditions included in this insurance policy
      and agreed on them.

              


      

    

    


    The
Indemnity Beneficiary recognizes that its beneficial interest for
indemnification will not surpass the beneficial interest of The Insurant, but,
if The Insurer is entitled to propose the defenses of liability exemption,
indemnification and failure in exercising liability against The Insurant, all of
those defenses shall also be applicable to The Indemnity
Beneficiary.


    
      
         


      

      
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    Under the
condition that the accounts receivable claim of The Insurant has been
transferred to The Indemnity Beneficiary simultaneously, The Indemnity
Beneficiary hereby agrees that:

    
      
        
          	
                  
                  

                	
                  -

                	
                  The
      Indemnity Beneficiary can inform The Insurer instantly once it is aware of
      the occurrence of overdue debts. If The Indemnity claims against The
      Insurer, it is required to provide all written evidence relating to the
      debts, related documents with respect to the assignment of the debts, as
      well as submitting the <<Notice on the occurrence of overdue debts
      and the application for The Insurer’s involvement >> (please find
      the attached format).

                


        

      

    

    


    
      
        
          
            	
                    
                    

                  	
                    -

                  	
                    The
      Indemnity Beneficiary agrees and accepts the following provisions: No. 11,
      12,13,14,15 and 16 provisions under the Section 7of the General Clause, as
      well as No. 24 and 25 provisions under the Section 8 of the General Clause
      and provision No. 4 under the C.102 supplementary
    provision.

                  


          

        

      

    

    


    The
Insurer can deem the actions taken by The Insurant or The Indemnity Beneficiary
during the course of interest assignment as mutually-recognized actions between
The Insurant and The Indemnity Beneficiary.

    


    
      
        	
              	
                4.

              	
                The
      Insurer agrees that this Agreement will not release itself from any of its
      obligations under the insurance
policy.

              


      

    

    


    Both The
Insurant and The Indemnity Beneficiary agree that if the obligations regulated
by the insurance contract have not been fulfilled, then The Insurer is entitled
to not bearing the responsibility of indemnification.

    


    When
losses happen within the range of insurance liability, The Insurant shall claim
against The Insurer directly; The Insurant shall bear the liability in
conditions that The Indemnity Beneficiary’s interest is harmed as a result of
the failure exercise of claim right by The Insurant. On condition that the
creditor’s right of The Insurant has also been transferred to The Indemnity
Beneficiary at the same time, The Indemnity Beneficiary is entitled to claim
against The Insurer.

    


    
      
        	
              	
                5.

              	
                The
      Indemnity Beneficiary has the right to know everything contained in the
      insurance policy, include but not limited to terms and conditions,
      endorsement and line of credit. If any of this insurance policy is
      changed, The Insurer shall inform The Insurant and also inform The
      Indemnity Beneficiary in written at the same
  time.

              


      

    

    


    
      
        	
              	
                6.

              	
                Within
      the valid period of this insurance policy, if The Insurant requests to
      change or terminate the insurance policy unilaterally, it shall get the
      written approval from The Indemnity Beneficiary in advance; if there is no
      written approval provided by The Indemnity Beneficiary enclosed in the
      written application on changing or terminating this insurance policy which
      is submitted by The Insurant, The Insurer will consider it as incomplete
      application and therefore reject
it.

              


      

    

    


    
      
        	
              	
                7.

              	
                This
      Agreement is signed in triplicate and is valid for all of the debts
      included in this insurance policy and becomes effective on May 4,
      2010.

              


      

    


    
      
         


      

      
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    The Insured: Kunming Shenghuo
Pharmaceutical (group) Co., Ltd.

    (Seal)

    Signature:
Feng Lan

    


    The Indemnity Beneficiary:
Kunming Heping
Branch of China Construction Bank

    (Seal)

    Signature:
Tao Yang

    


    The Insurer: China Ping An Insurance
Company

    (Seal)

    Signature:
Yi Qing


    
      
         


      

      
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