exv10w1



 







EXHIBIT
10.1



	 	 	 
	Private and Confidential 
	 	Execution Copy






Dated 14 July 2007




Mr. Han Zhiqiang




Mr. Tong Zhijun




Beijing Med-Pharm Corporation




Hong Kong Fly International Health Care Limited




and




Sunstone (Tangshan) Pharmaceutical Co., Ltd.




 






SHAREHOLDERS AGREEMENT




In relation to Hong Kong Fly International Health Limited




 

















 








Shareholders’ Agreement



The Shareholders’ Agreement (hereinafter referred to as “Agreement”) dated July 14, 2007 is
made BETWEEN :



Han Zhiqiang, a citizen of the People’s Republic of China (hereinafter referred to as “PRC”, not
including Hong Kong, Tai Wan and Macao for the purpose of the Agreement) with PRC nationality, with
PRC identity card No. 130202196402110035, and domicile of RM 501, Unit 4, BLDG 104, Guangming Xili
Yiqu, Lubei Qu, Tanshan Hebei Province, PRC;



Tong Zhijun, a citizen of PRC with PRC nationality, with PRC identity card No. 110105590715115, and
domicile of No. 1 Nei, No. 3, 4 Xiang, Hujialou Xili, Chaoyang, Beijing, China;



Beijing Med-Mharm Corporation, a public company incorporated under the laws of Delaware of the
United States of America and listed and traded on the NASDAQ Global Market under the symbol of
BJGP, having its registered office at 600 W. Germantown Pike, Suite 400, Plymouth Meeting, PA, the
United States of America (hereinafter referred to as “BMP”).



Hong Kong Fly International Health Care Limited, a company incorporated under the laws of Hong Kong
Special Administration Region of PRC, and its registration number is 871043, having its Registered
office at Unit D, 10/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong (hereinafter
referred to as “Company”).



Sunstone (Tangshan) Pharmaceuticals Co., Ltd. (hereinafter referred to as “Sunstone”), a foreign
invested enterprise duly incorporated and validly existing under the laws of PRC, and its
registration number is Qi He Ji Tang Zong Zi No. 130200100377, having its Registered office at
Hi-tech Development Zone, Tangshan, Hebei Province, PRC (hereinafter referred to as “Sunstone”)




(Han
Zhiqiang, Tong Zhijun and BMP collectively hereinafter referred to as “Shareholders or
Shareholders of the Company”)




(Han
Zhiqiang, Tong Zhijun, BMP, the Company and Sunstone collectively
hereinafter referred to as “Parties” and “Party” refers to any one of them)



Whereas:





	(A)	 	As of the valid date of this Agreement, BMP has acquired 49% of the total issued share
capital, namely 9,800,000 ordinary shares of the Company from Han Zhiqiang and Tong Zhijun
pursuant to the Sale and Purchase Agreement dated 14 July 2007, made between Han Zhiqiang,
Tong Zhijun and BMP.
	 
	(B)	 	As of the valid date of this Agreement, the Company has a total issued share capital of HK$
20,000,000, divided into 20,000,000 shares of HK$ 1.00 each. 5,100,000 of such shares are now
legally and beneficially held by Han Zhiqiang, occupying 24.5%





2









 











	 	 	of the total issued share
capital; 5,100,000 of such shares are now legally and
beneficially held by Tong Zhijun, occupying 24.5% of the total issued share capital;
9,800,000 of such shares are now legally and beneficially held by BMP, occupying 49% of the
total issued share capital.
	 
	(C)	 	The Company legally holds 100% equity interests in Sunstone.






	(D)	 	The Parties of this Agreement hereby agree to ascertain their respective rights and
obligations in respect of the corporate governance, operation and relevant affairs of the
Company and Sunstone.




AND NOW IT IS HEREBY AGREED as follows:





	1.	 	SHAREHOLDERS MEETINGS






	1.1	 	The Chairman of the Board of the Directors (hereinafter referred to as “Board” of the Company
or, as the case may be, of Sunstone) of the Company shall preside as chairman of each
Shareholder’s Meeting of the Company.






	1.2	 	The Shareholder’s Meetings shall be held in Hong Kong or PRC or the United States, unless
otherwise unanimously agreed by the Shareholders of the Company.






	1.3	 	The quorum for each Shareholder’s Meeting shall be constituted by the presence of one
representative or proxy of each Shareholder.






	2.	 	DIRECTORS AND THE BOARD
	 
	2.1	 	Number and Appointment of Directors






	 	(a)	 	Unless otherwise agreed by the Shareholders, the Board of the Company shall
comprise five directors: one Chairman of the Board, two Vice-chairmen of the Board, one
Executive Director and one Director. Three Directors shall be nominated and appointed
jointly by Han Zhiqiang and Tong Zhijun. The office of Chairman of the Board shall be
assumed by Han Zhiqiang and Vice-chairman of the Board by Tong Zhijun; the other two
Directors shall be nominated and appointed by BMP, one as Vice-chairman of the Board and
the other as Executive Director. The members of the first Board of the Company
according to the nomination of the Parties hereof after the execution of this Agreement
shall be as follows:







	 	 	 	 	 
	Nominee	 	 	 	Nominated by
	Han Zhiqiang

	 	Chairman
	 	Han Zhiqiang and Tong Zhijun
	Tong Zhijun

	 	Vice-chairman
	 	Han Zhiqiang and Tong Zhijun
	Wang Yibing

	 	Director
	 	Han Zhiqiang and Tong Zhijun
	Gao Xiaoying

	 	Vice-chairman
	 	BMP
	Zhao Yanping

	 	Executive Director
	 	BMP





3









 













	 	(b)	 	Unless otherwise agreed by the Shareholders, the Board of Sunstone shall comprise
five directors: one Chairman of the Board, two Vice-chairman of the Board, one Executive
Director and one Director. Three Directors shall be nominated and appointed jointly by
Han Zhiqiang and Tong Zhijun. The office of Chairman of the Board shall be assumed by
Han Zhiqiang and Vice-chairman of the Board by Tong Zhijun; the other two Directors
shall be nominated and appointed by BMP, one as Vice-chairman of the Board and the other
as Executive Director. The members of the first Board of the Company shall be as
follows:





	 	 	 	 	 
	Nominee	 	 	 	Nominated by
	Han Zhiqiang

	 	Chairman
	 	Han Zhiqiang and Tong Zhijun
	Tong Zhijun

	 	Vice-chairman
	 	Han Zhiqiang and Tong Zhijun
	Wang Yibing

	 	Director
	 	Han Zhiqiang and Tong Zhijun
	Gao Xiaoying

	 	Vice-chairman
	 	BMP
	Zhao Yanping

	 	Executive Director
	 	BMP







	 	(c)	 	The term for the Directors of the Company and Sunstone shall be five years and
the Directors may be reappointed by the Shareholder who appointed him or her.
	 
	 	(d)	 	The responsibilities of Executive Directors of the Company and Sunstone shall be
assisting their respective General Managers (President or Chief Executive Officer) to
fulfill the resolutions passed by their respective Boards and supervising the
implementation of any such resolutions of the Boards and present at the key meetings of
management of the Company and Sunstone.
	 
	 	(e)	 	A Director of the Company and Sunstone may only be removed by the Shareholder who
appointed him/her. A shareholder, after making a removal of a Director it appointed,
has the right to nominate and appoint a new Director to make up the office of the
Director who was removed by it.
	 
	 	(f)	 	A Shareholder making an appointment or removal of a Director according to the
foregoing stipulations must do so by giving a written notice of appointment or removal
to the Company or Sunstone. Such appointment or removal shall take effect from the
time stated in the notice or, if no such time is stated, immediately on delivery of
such notice to the Company or Sunstone.






	2.2	 	The Board Meetings






	 	(a)	 	Board Meetings of the Company and Sunstone shall be held at least two times in
each year or such more frequent time determined by the Board. A provisional Board
Meeting shall be summoned by the Chairman of the Company or Sunstone within twenty
business days in one of the following cases or by the




4









 












Vice-chairman for whatever reason
the Chairman fails to summon the Board Meeting:




	 	(i)	 	the Chairman deems it necessary;
	 
	 	(ii)	 	more than 1/3 Directors sign jointly to propose to summon a Board
Meeting;
	 
	 	(iii)	 	General Manager proposes to summon a Board Meeting.






	 	(b)	 	All Board Meetings of the Company and Sunstone shall be held in Hong Kong or PRC
or the United States or at such other place as may be determined by a majority of the
Directors from time to time.
	 
	 	(c)	 	The quorum for the Board Meeting of the Company and Sunstone shall not be less
than 2/3 of the total number of the Directors.
	 
	 	(d)	 	The Board of the Company and Sunstone can only pass a resolution on a matter as
set out in the notice of the meeting, unless otherwise agreed unanimously by all the
Directors present at the Meeting.
	 
	 	(e)	 	On a vote each Director of the Company and Sunstone shall have one vote.
	 
	 	(f)	 	The first Board of the Company and Sunstone shall be held within thirty days as
of the valid date of this Agreement.






	2.3	 	Resolutions of the Board
	 
	 	 	In relation to the Company:






	 	(a)	 	The Board of the Company is the police-making body of the Company, determining
the key affairs of the Company.
	 
	 	(b)	 	The following affairs shall be determined through being approved unanimously by
all the Directors present at a Board Meeting.






	 	(i)	 	any amendment of the Articles of Association of the Company;
	 
	 	(ii)	 	termination, suspension, liquidation or dissolution of the Company;
	 
	 	(iii)	 	introduction of a new shareholder or issuance of new shares or
increase or decrease of the share capital of the Company;
	 
	 	(iv)	 	merger, spin-off and any form of restructuring of assets/shares of
the Company;
	 
	 	(v)	 	transfer, sale and purchase, security and extension thereof, repaying
debts with, swap or any other disposal of any shares of the Shareholders;
	 
	 	(vi)	 	merger and acquisition, investment, contributions of the Company or
setting up partnership or joint business with any other third party or to be
merged or acquired by any other third party;




5









 












	 	(vii)	 	Insurance of bonds, seeking loans from Shareholders or any financial
institutions, or any other financing activities from any third party or, provision
of loans or other financing by the Company to Shareholders or any other third
party;
	 
	 	(viii)	 	Other affairs which must be approved unanimously according to the applicable
laws.






	 	(c)	 	Any other issues including the followings shall be determined by more than 2/3
numbers of the Directors present at a Board Meeting:






	 	(i)	 	formulation and revision of the budget and year end financial
statement of the Company;
	 
	 	(ii)	 	formulation and revision of the year end and medium-and-long term
business plan and business objective;
	 
	 	(iii)	 	formulation and revision of profit distribution policy and the
formulation and implementation of the plan for the year end profit distribution
and recovery of losses of the Company;
	 
	 	(iv)	 	appointment and removal of General Manager of the Company and the
definition of the responsibility scope of General Manager;
	 
	 	(v)	 	appointment of an international auditing firm for auditing of
Sunstone.





     In relation to Sunstone:




	 	(a)	 	The Board of Sunstone is the highest authority, determining the key affairs of
Sunstone.
	 
	 	(b)	 	The following affairs shall be determined through being approved unanimously by
all the Directors present at a Board Meeting.






	 	(i)	 	any amendment of the Articles of Association of Sunstone;
	 
	 	(ii)	 	extension of operation term, termination, suspension, liquidation or
dissolution of Sunstone;
	 
	 	(iii)	 	increase or decrease of the total investment and registered capital of
Sunstone;
	 
	 	(iv)	 	introduction of a new shareholder;
	 
	 	(v)	 	merger, spin-off and any form of restructuring of assets/equities of
Sunstone;
	 
	 	(vi)	 	transfer, sale and purchase, security and extension thereof, repaying
debts with, swap or any other disposal of equities of Sunstone;
	 
	 	(vii)	 	merger and acquisition, investment, contributions, setting up
partnership or joint business with any other third party or to be merged or
acquired by any other third party;
	 
	 	(viii)	 	insurance of bonds, seeking loans from Shareholders or financial institutions, or
any other financing activities from any third party or, provision of loans,
security or other financing by the Company to Shareholders or any other third
party;





6









 











	 	(ix)	 	Other issues which must be approved unanimously according to the PRC
laws.






	 	(c)	 	Any other issues including the followings shall be determined by more than 2/3
numbers of the Directors present at a Board Meeting:






	 	(i)	 	formulation and revision of the budget and year end financial
statement of the Company;
	 
	 	(ii)	 	formulation and revision of the year end and medium-and-long term
business plan and business objective;
	 
	 	(iii)	 	appointment and removal of General Manager, Deputy General Manager,
Chief Financial Officer and other senior management of Sunstone and the
determination of the responsibility scope, salary, reward and welfare of General
Manager;
	 
	 	(iv)	 	formulation and revision of profit distribution policy and the
formulation and implementation of the plan for the year end profit distribution
and recovery of losses of Sunstone;
	 
	 	(v)	 	appointment of a PRC or international auditing firm for auditing of
Sunstone;
	 
	 	(vi)	 	any other issues which must be determined by more than 2/3 numbers of
the Directors present at the Board Meeting according to PRC laws and the Articles
of Association.






	3.	 	MANAGEMENT OF SUNSTONE






	3.1	 	A management institution shall be set up under Sunstone and it comprises General Manager,
Deputy General Manager and Chief Financial Officer. Sunstone will operate under the
responsibility system of general manager under the leadership of the Board. General Manager
shall be in charge of the operation management of daily production.
	 
	3.2	 	The first General Manager of Sunstone shall be recommended by Han Zhiqiang, subject to the
appointment and removal of the Board of Sunstone. The first General Manager shall be assumed
by Han Zhiqiang with a term of five years. General Manager shall perform responsibilities
according to the authorization of the Board and
the Articles of Association of Sunstone.






	3.3	 	Deputy General Manager of Sunstone shall be nominated by General Manager, subject to the
appointment and removal of the Board, with a term of five years. Deputy General Manager shall
assist General Manager to perform responsibilities.






	3.4	 	Sunstone has an office of Chief Financial Officer, who shall be recommended by BMP and
nominated by General Manager, subject to the appointment and removal of the Board. Chief
Financial Officer performs responsibilities (the specific responsibilities shall be set out in
the detail rules of Sunstone, and the detail rules will be implemented after they are approved
by General Manager and the Board) under the leadership of General Manager and reports to the
Board.





7









 











	4.	 	DELIVERY OF FINANCIAL STATEMENTS TO SHAREHOLDERS AND SHAREHOLDERS’ AUDITING RIGHTS
	 
	4.1	 	The Company shall deliver to each Shareholder the following documents of the Company and
Sunstone:






	 	(a)	 	Within 75 days after the end of each financial year, a year end financial
statement of the Company and Sunstone certified and issued by an international auditing
firm appointed by the Board of the Company.
	 
	 	(b)	 	Within 30 days after the end of each calendar quarter, an un-audited financial
statement of the Company and Sunstone.
	 
	 	(c)	 	Within 15 days after the end of each calendar month, an unaudited financial
statement of Sunstone for such month.
	 
	 	(d)	 	Within 30 days prior to the end of each financial year, the budget and the
business plan of Sunstone for next financial year.






	4.2	 	The financial statement as set forth in Clause 4.1 shall be prepared in accordance with the
Generally Accepted Accounting Principles, i.e. GAAP in Hong Kong (in the case of the Company)
and in PRC (in the case of Sunstone).






	4.3	 	As of the date of this Agreement, any Shareholder or any persons authorized by it shall be
given full access to the books of account, records and documents of the Company and Sunstone
and the directors, relevant management and employees of the Company and Sunstone shall be
instructed to give to the Shareholder or any persons authorized by it all information in
relation to the Company and Sunstone that the Shareholder may request. And the Shareholder
shall have the right to appoint auditing firms at its discretion to carry out auditing upon
the Company and Sunstone and all of the relevant expenses incurred shall be born by such
Shareholder.






	5.	 	DISPOSAL OF SHARES
	 
	 	 	If any Shareholder transfers all or part of the share capital it holds in the Company, the
other Shareholders shall have a preemptive right under equal conditions over the foregoing
share capital in proportion to their respective share ratio, except that such Shareholder
proposes to transfer all or part of such share capital it holds in the Company to its own
solely owned subsidiary (for the purpose of this Clause, the solely owned subsidiary refers to
such company in which Han Zhiqiang and/or Tong Zhijun severally and/or jointly or BMP severally
contribute (s) and hold(s) 100% interests, no matter where it is incorporated) and in such
events the other Shareholders shall agree upon such transfer of such share capital
unconditionally.




8









 












	6.	 	DISPOSAL OF TRADEMARKS
	 
	 	 	It is hereby agreed by the Parties that in the event that the Company or Sunstone ceases to use
any of such trademarks the Company or Sunstone own at the date of this Agreement, Han Zhiqiang
may be authorized to use such trademarks if approved unanimously by the Board of the Company or
Sunstone. With respect to those trademarks Han Zhizhiqiang has licensed to the Company or
Sunstone, if the Company or Sunstone ceases to use any of such trademarks, Han Zhiqiang has the
right to revoke such license if approved by the Board of the Company or Sunstone.
	 
	7.	 	REVISION OF THE ARTICLES OF ASSOCIATION AND/OR BYLAWS
	 
	 	 	It is hereby agreed by the Parties hereof that after the valid date of of this Agreement, if
the current Articles of Association and/or bylaws of the Company and/or Sunstone are found to
be not conformity with this Agreement, the Company and/or Sunstone shall revise their
respective the Articles of Association and/or bylaws in accordance with the applicable laws and
regulations and their respective Articles of Association and/or bylaws to make them confirm
with this Agreement.
	 
	8.	 	INITIAL PUBLIC OFFERING
	 
	 	 	Sunstone will choose the proper opportunity to realize the initial public offering through
the Company or its offshore holding company in Hong Kong or Britain or United States or any
other international financing market or, the Company and/or Sunstone may indirectly fulfill
public offering in the a security market through asset restructuring.
	 
	9.	 	ANNOUNCEMENTS AND CONFIDENTIALITY
	 
	9.1	 	Save as required by any applicable law, court order, or any governmental or regulatory
authorities (including without limitation the stock exchange on which the Purchaser listed),
neither of the parties hereto shall make any announcement of or release or disclose any
information concerning this Agreement or the transaction contemplated hereof or relevant data
or materials of Sunstone and the Company to any newspaper, or any persons or institutions
(save as disclosed to their respective professional advisers
under a duty of confidentiality) without the prior written consent of the other parties
hereto.
	 
	9.2	 	This Clause shall remain effective notwithstanding Completion or termination of this
Agreement.
	 
	10.	 	ASSIGNMENT
	 
	 	 	This Agreement shall be binding on and shall enure for the benefit of the successors and
assigns of the parties hereto but shall not be assigned by any party without the prior
written consent of the other parties hereto.




9









 












	11.	 	VALIDITY AND TERMINATION
	 
	11.1	 	After the execution of this Agreement by the authorized representatives of each Party, this
Agreement shall be valid as of the date of the Completion for the sale and purchase of the
Sale Shares as set forth in the “Share Purchase Agreement” entered into between Han Zhiqiang
and Tong Zhijun and BMP dated July 14, 2007.
	 
	11.2	 	The term of this Agreement shall extend until terminated by the operation of law or according
to Clause 11.3 or by agreement of the Parties hereof.
	 
	11.3	 	The Agreement shall remain effective until after the earlier occurrence of the following
events:






	 	(a)	 	The Company dissolve, liquidate or otherwise no longer exist as a separate legal
entity.
	 
	 	(b)	 	The initial public offering as stated in Clause 8 under this Agreement completes
successfully.






	11.4	 	The termination of this Agreement shall not in any way relieve any Party of any of his
liabilities to the other Party accrued on the termination or of such liabilities accrued after
the termination due to any default or nonfeasance prior to the termination.
	 
	12.	 	NOTICES AND OTHER COMMUNICATION
	 
	12.1	 	Any notice or communication under this Agreement shall be in writing in Chinese and English,
and signed by or on behalf of the Party giving it and may be delivered personally, sent by fax
or registered post to the address and for the attention of the other Party set out in clause
12.2 (or as otherwise notified from time to time hereunder). Any notice so served by fax or
registered post shall be deemed to have been received in the following circumstances if there
is lack of evidence of receiving it at earlier time:






	 	(a)	 	in the case of fax, twelve (12) hours after the time of dispatch;
	 
	 	(b)	 	in the case of registered post, forty-eight (48) hours from the date of posting
in the case of non-international post and seventy-two (72) hours from the date of
posting in the case of international post.






	12.2	 	The addresses of the Parties for the purpose of clause 15.1 are as follows:




Han Zhiqiang:

Address: Huo Ju Road, Tangshan Hi-tech Development Zone, Hebei Province, PRC.

Post Code: 063020

Recipient: Han Zhiqiang

Fax: 0315-3177876




10









 







Tong Zhijun:

Address: Huo Ju Road, Tangshan Hi-tech Development Zone, Hebei Province, PRC.

Post Code: 063020

Recipient: Tong Zhijun

Fax: 0315-3177876



Beijing Med-Pharm Corporation

Address: Room 1908, Kuntai International Mansion, No. B12 Chaowai Street,

Chaoyang District, Beijing, PRC.

Post Code: 100020

Recipient: Gao Xiaoying

Fax: 010-58797704



Sunstone (Tangshan) Pharmaceutical Co., Ltd.

Address: Hi-tech Development Zone, Tangshan, Hebei Province, PRC

Post Code: 063020

Recipient: Han Zhiqiang

Fax: 0315-3177876



Hong Kong Fly International Health Care Limited

Address: Unit D, 10/F, China Overseas Building, 139 Hennessy Road, Wanchai, Hong Kong

Recipient: Han Zhiqiang

Fax: 00852 25271068





	13.	 	COUNTERPART
	 
	 	 	This Agreement is executed in English and Chinese in eight counterparts. Each Party shall
hold two copies, and all of the copies shall have the same effect.
	 
	14.	 	GOVERNING LAW AND DISPUTE RESOLUTION
	 
	14.1	 	This Agreement shall be governed by and construed in accordance with the laws of
Hong Kong.
	 
	14.2	 	If any dispute, controversy or claim (hereinafter referred to as “Dispute”) between any of
the Parties arises out of or in connection with this Agreement, including the breach,
termination or invalidity of them, they shall use all reasonable endeavors to resolve the
matter amicably. If one Party gives the other notice that a Dispute has arisen and the
Parties are unable to resolve the Dispute within a period of thirty (30) days of service of
the notice, then any Party shall resort to arbitration against the other Party in accordance
with the UNCITRAL Arbitration Rules in force for the time being.




11









 












	 	(a)	 	the seat of arbitration shall be the Hong Kong at the Hong Kong International
Arbitration Centre (hereinafter referred to as “HKIAC”);
	 
	 	(b)	 	the appointing authority of arbitrators shall be the HKIAC;
	 
	 	(c)	 	the tribunal shall consist of one (1) arbitrator who must be proficient in both
the English and Chinese languages and shall be appointed by HKIAC;
	 
	 	(d)	 	The language to be used in such arbitration proceedings shall be English.






	14.3	 	The arbitral award shall be final and binding on all the Parties (regardless of whether they
are parties to the arbitration proceedings or not), and may be enforced by any court or
judicial authority having competent jurisdiction over the party or its assets against whom the
arbitral award is to be enforced.
	 
	14.4	 	In the course of arbitration, this Agreement shall continue to be performed except for the
part which the Parties are disputing and which is undergoing arbitration.
	 
	14.5	 	By agreeing to arbitration pursuant to this Clause, the Parties waive irrevocably their right
to any form of appeal, review or recourse to any state court or other judicial authority (save
the enforcement of relevant arbitral awards).
	 
	15.	 	PROCESS AGENT
	 
	15.1	 	The process agent of Han Zhiqiang is himself, with his address at Room D 10/F, China Overseas
Plaza, No. 139 Hennessy Road, Wanchai, Hongkong; the process agent of Tong Zhijun is himself,
with his address at Room D 10/F, China Overseas Plaza, No. 139 Hennessy Road, Wanchai,
Hongkong; the process agent of BMP is Gao Xiaoying, with his/her address at 600 W. Germantown
Pike, Suite 400 Plymouth Meeting, PA; the process agent of Sunstone is Han Zhiqiang, with
his/her address at Hi-tech Development Zone, Tangshan, Hebei Province, PRC. The above process
agents shall receive on behalf of them respectively in Hong Kong any of the summons, writs,
arbitral or other legal documents of the arbitration or other legal or claim procedures in
relation to the Agreement (hereinafter referred to as “Summon Documents”).






	15.2	 	Any such Summon Documents will be deemed to have been duly served on a Party if they are
served on the process agent.




12









 










IN WITNESS whereof, this Agreement has been executed on the day and year first above written.




Signed by Han Zhiqiang:




/s/ Han Zhiqiang



 




Signed by Tong Zhijun:




/s/ Tong Zhijun




 





Signed by: David Gao (Xiaoying Gao)

On behalf of

Beijing Med-Pharm Corporation

President & CEO




/s/ David Gao (Xiaoying Gao)



 





Signed by: Zhiqiang Han

On behalf of

Hong Kong Fly International Health Care Limited

Chairman & General manager



/s/ Zhiqiang Han



 





Signed by: Zhiqiang Han

On behalf of




Sunstone (Tangshan) Pharmaceutical Co., Ltd.

Chairman & General manager


/s/ Zhiqiang Han



 






13