Exhibit 10.31
Summary English Translation
Framework Agreement
Party A: Shan Gao
Party B: Jilin Province Yongxin Chain Drugstore Ltd.
This Agreement is entered into by and between Party A and Party B in connection with acquisition of Party A’s properties based upon the principle of equality.
| I. | Party A and Party B agree that Party A shall transfer its ownership of the Changchun Pharmaceutical Distribution Center and its 13 retail stores to Party B. |
| II. | Party A shall assist Party B with completion of all relevant procedures and license applications (including delivery license) in connection with Party B’s acquisition of the said properties. The acquisition shall be deemed complete when Party B receives all necessary licenses and permits. |
| III. | Party A and Party A’s shareholders guarantee that Party A validly holds the disposal rights of the said properties and that there is no mortgage, pledge, security or any third-party claim or potential law suit over the said properties. Party A further guarantees that the basic information of the said properties that Party A has provided to Party B is true and complete. Otherwise, Party A and Party A’s shareholders shall bear all the relevant liabilities herein. |
| IV. | Creditor’s Rights and Liabilities |
Before the transfer of ownership of the said properties, the parties shall clear Party A’s accounts and inventories. Party A and Party A’s shareholders shall bear all debts occurred before the acquisition. The parties shall confirm all debts occurred before the acquisition.
| V. | Price |
The transfer price shall be calculated based on the current asset value of Changchun Pharmaceutical Distribution Center. The total amount of transfer price is RMB 22,920,000.
| VI. | Date of Payment |
| 1. | The transfer price shall be paid by Party B in a one-time payment within six months from the execution date of this Agreement. |
| 2. | Party B agrees to pay a deposit of RMB 1,000,000 within 15 days from the execution date of this Agreement. |
| 3. | In the six-month period from the execution date of this Agreement to Party B’s payment date, Party A shall not sell the said properties to any third party. |
| 4. | Party A shall issue a valid invoice upon receipt of the payment of the transfer price. |
| VII. | If Party B fails to complete the payment of the transfer price within six months from the execution date of this Agreement, Party B shall not get the refund of the deposit. |
If Party B discovers any omission or misrepresentation in the documents, data, or other materials provided by Party A, Party B has the right to request an explanation from Party A and unilaterally terminates the Agreement. In this case, Party A shall return the deposit without any condition. If Party B unilaterally terminates the Agreement, Party B shall pay double the amount of the deposit to Party A.
| VIII. | Party A and Party A’s shareholders shall ensure that their current employees will not terminate employment with Party A before the transfer of ownership is complete. |
| IX. | Party A and Party A’s shareholders guarantee that Party A has the complete and duly authorized use rights of the said properties and that after the transfer of ownership is complete, Party B will also have the right to use and secure long-term lease of the said properties. |
| X. | Any unsettled matters shall be executed into a supplemental agreement by both parties through further consultation. The supplement agreement shall have the same effect of this Agreement. |
| XI. | Force Majeure |
If this Agreement is rendered unable to be performed by any event of force majeure, it shall be voided automatically.
| XII. | Dispute Resolution: any dispute arising from the performance of this Agreement may be resolved through litigation in court at the location of any party. |
| XIII. | After the execution this Agreement, Party A and Party A’s shareholders shall coordinate with Party B’s due diligence investigation of Party A’s assets, operation and financial status. |
| XIV. | This Agreement is executed into four duplicates. Each party shall hold two duplicates. |
Party A: Shan Gao (Signature)
Party B: Jilin Province Yongxin Chain Drugstore Ltd. (Seal)
Date: June 18, 2010