EXHIBIT 10.4
Agreement of Contribution Capital of ShaanXi Tian'an Pharmacy Marketing Ltd.
In accordance with Company Law of the People's Republic of China and
related laws and regulations, and on the basis of equality and mutual benefit
and the principles of publicity, fairness and equity, which all contributors
sign the contract through friendly negotiation as follows:
1. Founder-member
Party A: Xi'an Tian'an Pharmaceutical Co.,Ltd.
Domicile: No.18 Building HuoJu Rd. Eastern Development Zone Xi'an City
Legal Representative: Weng JianJun
ID card No.: 610103570802003
Party B: Xi Peng
Domicile: No. 121 QingNian Rd. Xi'an City
ID card No. 610104640502001
2. The name, address, registered assets and business scope of the limited
company.
(1) Name: ShaanXi Tian'an Pharmacy Marketing Ltd.
(2) Company address: Room 108, 10th F. International Trade Building,
XiaoZhai Rd, YanTa District Xi'an City ShaanXi Province.
(3) Registered Assets: 21.8 million(RMB, Unit: YUAN).
(4) Business Scope: Consultation for marketing information of medical
appliance; wholesale and resale of health care productions (except for
medicine); consultation for marketing information of household health
care appliance; consultation and training for information of medicine
and health care production.(Above business scope does not include the
marketing medical appliance and medicine that belong to category II
and category III. )
3. The amount and manner of contribution capital by founder-members.
Unit: RMB10,000
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Manner of Share Capital
-------------------------- Proportion of
Name of Stock In Intangible Total Share
Founder-member Nature Total Kind Money Asset Capital %
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Xi'an Tian'an Legal 2100 2100 96.3
Pharmaceutical Co., Person
Ltd. Stock
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Xi Peng Natural 80 80 3.7
Person
Stock
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4. The company shall open the temporary bank account in 5 days after the name is
approved and registered in advance. Stockholders who contribute capital with
money shall deposit the full contribution capital in the temporary bank
account.ii
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5. Stockholders who do not pay the contribution capital under this agreement
shall make it up in time. If the stockholder can not or will not make it up,
which the proportion of contribution would be recognized again, and to pay the
compensation of other stockholders' loss for breach of faith and hold related
liabilities for stockholders who have fully paid the contribution capital, which
the stockholders shall pay 10% of unpaid part as liquidated damage .
6. Stockholders shall hold responsibilities for company in accordance with the
amount of contribution capital, and the company will hold responsibilities for
its liabilities with its all assets.
7. Representative nominated or agent commissioned by all stockholders will be
the proposer to submit documents and certificates, and to ensure the
authenticity, validity and legality of the documents and certificates and to
take responsibilities for them.
8. Because of any reason that result in the application to establish the company
can not meet the original willing of the stockholders, through consensus by all
stockholders, which the company establishment application can be ceased. And the
expenses will be held by stockholders in accordance with proportion of
contribution capital.
9. This agreement is in duplicate, and each party takes one.
Xi'an Tian'an Pharmaceutical Co.,Ltd.
/s/ Weng Jianjun /s/ Xi Peng
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Legal Representative Xi Peng
Sign Date: November 15, 2005 Sign Date: November 15, 2005
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