Joint Venture | NOTE 10 – Joint Venture Cooperation Framework Agreement On October 29, 2014, Shandong Buchang Pharmaceutical Co., Ltd. (“Shandong Buchang”), Chengdu Tianyin Pharmaceutical Co., Ltd. (“Chengdu Tianyin”), which is the Company’s indirect wholly-owned subsidiary, Grandway Group Holdings Ltd. (“Grandway Group”), which is the Company’s indirect wholly-owned subsidiary and Guoqing Jiang (“Jiang”), the Company’s Chairman and CEO, (each, a “Party”, and collectively “Parties) entered into a Cooperation Framework Agreement Regarding Chengdu Tianyin Pharmaceutical Co., Inc. (“Cooperation Framework Agreement”). Pursuant to the Cooperation Framework Agreement, the Parties agreed to establish a joint venture, Qionglai Tianyin Pharmaceutical Co., Ltd. (“Qionglai Tianyin”), with the total registered capital of RMB 200,000,000 (approximately US$32.3 million), with Chengdu Tianyin owning 95% and Shandong Buchang owning 5%. Shandong Buchang’s capital investment in Qionglai Tianyin took the form of RMB 10 million (approximately US$1.6 million), which was remitted on January 26, 2015, and Chengdu Tianyin’s capital investment in Qionglai Tianyin took the form of its buildings, land use rights, machineries and equipment of its plant located at Longquan and Qionglai, all of its patents and trademarks, and its portfolio drugs (the “Assets”). Pursuant to the Cooperation Framework Agreement, after the establishment of Qionglai Tianyin, Shandong Buchang or a third party approved by Shandong Buchang shall enter into an agreement with Qionglai Tianyin to appoint Shandong Buchang or the third party as the exclusive distributor within China regarding all medicines transferred excluding Mycophenolate Mofetil Capsules (CFDA No. H20080819), whose exclusive distributor remains to be Chengdu Tianyin. Following the execution of the Cooperation Framework Agreement, registration documents to establish Qionglai Tianyin was filed on November 3, 2014 and approved on January 27, 2015. Stock Pledge Agreement In November 2014, Chengdu Tianyin and Shandong Buchang entered into a Stock Pledge Agreement, pursuant to which the parties agreed that Chengdu Tianyin shall pledge its 95% stake of Qionglai Tianyin to Shandong Buchang as its down payment to Shandong Buchang and guarantee of performance of Chengdu Tianyin, Grandway Group and Dr. Guoqing Jiang under the Cooperation Framework Agreement. Share Transfer Agreements In November 2014, Shandong Buchang, Chengdu Tianyin, Qionglai Tianyin and Grandway Group entered into a Share Transfer Agreement Regarding Qionglai Tianyin Pharmaceutical Co., Ltd. (“2014 Share Transfer Agreement”). Pursuant to the 2014 Share Transfer Agreement, after Chengdu Tianyin has completed the transfer of the Assets into Qionglai Tianyin, Chengdu Tianyin shall transfer 72% of Qionglai Tianyin’s stock to Shandong Buchang at the total price of RMB 144,000,000 (approximately US$23.2 million) which shall be paid in installments. Shandong Buchang made the first installment of payment in the amount of RMB 50,000,000 (approximately US $8.1 million) on April 8, 2015. Chengdu Tianyin and Shandong Buchang are currently negotiating the timeline for the remaining payments. On April 28, 2015, Chengdu Tianyin completed the transfer of 72% of Qionglai Tianyin’s stock to Shandong Buchang. On May 13, 2015, the same parties entered into another Share Transfer Agreement Regarding Qionglai Tianyin Pharmaceutical Co., Ltd. (“2015 Share Transfer Agreement”), pursuant to which Chengdu Tianyin agreed to transfer another 3% of Qionglai Tianyin’s stock to Shandong Buchang at the total price of RMB 6,000,000 (approximately US$0.97 million). Pursuant to the 2015 Share Transfer Agreement, Chengdu Tianyin and Shandong Buchang own 20% and 80% of Qionglai Tianyin, respectively. Within 6 months of Shandong Buchang owning 80% of Qionglai Tianyin’s stock, if the key products produced by Qionglai Tianyin fail to comply with industry standards imposed by the state, Shandong Buchang is entitled to terminate this agreement. Within one month of the receipt of termination notice from Shandong Buchang, Chengdu Tianyin shall return the entire purchase price paid by Shandong Buchang. Should Chengdu Tianyin fail to return the purchase price to Shandong Buchang within one month, Shandong Buchang is entitled to an 8% annual interest of the outstanding payment. If there is any outstanding payment owed by Chengdu Tianyin to Shandong Buchang after three months from the receipt of termination notice, Shandong Buchang is entitled to a 0.08% daily interest of the outstanding payment. Product Distribution Agreement On May 28, 2015, Qionglai Tianyin and Sichuan Hengshuo Pharmaceutical Co., Ltd. (“Sichuan Hengshuo” or “HSP”), a wholly owned subsidiary of Chengdu Tianyin, entered into a Distribution Agreement Regarding Ginkgo Mihuan Oral Liquid and Other Products (“Product Distribution Agreement”), pursuant to which Sichuan Hengshuo shall be the distributor of Ginkgo Mihuan Oral Liquid (GMOL), Azithromycin Dispersible Tablets and Xuelian Chongcao Oral Liquid during the period from June 1, 2015 to May 30, 2018. Accounting Treatment As of March 31, 2015, Qionglai Tianyin has been included in the consolidated financial statements since the Company owned 95% of Qionglai Tianyin. After transferring 75% ownership of Qionglai Tianyin to Shandong Buchang, Chengdu Tianyin signed a sales agreement with Qionglai Tianyin to distribute three major products manufactured by Qionglai Tianyin, in addition to be the distributor of one major product per Cooperation Framework Agreement. Due to the continuing involvement and receiving cash flow from Qionglai Tianyin, the Company determined that the investment in 20% ownership of Qionglai Tianyin will be accounted for using equity method and assets which will be contributed to Qinglai Tianyin are classified to Assets Held for Sale on balance sheet at March 31, 2015. |