STOCK PURCHASE AGREEMENT
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STOCK PURCHASE AGREEMENT (the "Agreement") dated as of December 12, 2004,
by, between and among Supcor, INC., a corporation organized under the laws of
the State of Delaware ("Supcor") with offices located at 515 Madison Avenue,
21st floor, New York, New York 10022 and the shareholders (listed in Schedule A
annexed hereto collectively and referred to as the "Sellers")of Beijing Tenet
Jove Technological Development Co. Ltd. a corporation organized under the laws
the Peoples Republic of China, with offices at B-3106, 39 East 3rd Ring Road,
Chaoyang District, Beijing 100022, China, People's Republic of China ("Tenet
Jove").
WHEREAS, The Sellers collectively own 100% of the outstanding shares of
common stock or other units of ownership (the "Target Shares") of Tenet Jove,
said Target Shares constituting all of the issued and outstanding ownership
units of Tenet Jove;
WHEREAS, the Sellers desire to sell and Supcor desires to purchase all of
the Target Shares; and
NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties herein contained, the parties hereby agree as
follows:
1. Purchase and Sale. On the terms and conditions set forth herein, each of
the Sellers hereby agree to sell to Supcor and Supcor hereby agrees to buy from
the each of the Sellers, the Target Shares owned by the Sellers as set forth on
Schedule "B" annexed hereto.
2. Purchase Price and Issuance of Shares. In consideration for its purchase
of the Target Shares, Supcor is issuing an aggregate of 13,600,000 shares of
Supcor common stock, par value $.001 per share (the "Supcor Shares") to Sellers
in exchange for 100% of the Target Shares. The Supcor Shares will be issued to
each Seller or his or her designee in accordance with Schedule "A" attached
hereto. Supcor agrees to a 2:1 reverse split of its stock prior to the issue of
the 13,600,000 purchase shares referenced above. Supcor agrees to a corporate
change of its name upon completion upon completion of the acquisition of the
Tenet Jove shares. The agreed name change is to Shineco, Inc.
3. Representations and Warranties of Tenet-Jove and the Sellers. In order
to induce Supcor to enter into the Agreement and to complete the transaction
contemplated hereby, Tenet-Jove and each Seller severally represent and warrant
to Supcor that, except as otherwise set forth herein or in any schedule annexed
hereto:
(a) Organization and Standing. Tenet Jove is a corporation duly organized,
validly existing and in good standing under the laws of the People's
Republic of China, is qualified to do business as a corporation in every
jurisdiction in which it is required to be qualified in every jurisdiction
in which it is required to be so qualified, except where the failure to so
qualify would not have a material adverse effect on Tenet Jove, and has
full corporate power and authority to carry on its business as now
conducted and to own its properties. Attached hereto as Schedule 3A is a
true and correct copy with English translation of Tenet Jove's Corporate
By-laws, in effect as of the date hereof.
(b) Registered Capital. The entire registered capital is 9 million RMB, which
has been duly authorized and fully paid, and nonassessable.
(c) Ownership of Tenet Jove Shares. Each Seller owns beneficially the number of
Target Shares set forth next to his or her name in the preamble to this
Agreement, free and clear of any restrictions on transfer, taxes, security
interests, options, warrants, purchase rights, contracts, commitments,
equities, claims, and demands. None of the Sellers is a party to any
option, warrant, purchase right, or other contract or commitment that could
require such Seller to sell, transfer, or otherwise dispose of any capital
stock of Tenet Jove (other than this Agreement).
(d) Taxes. Except as set forth on Schedule 3D, annexed hereto, Tenet Jove has
filed all People's Republic of China income or other tax returns and
reports that, to its knowledge it is required to file with all People's
Republic of China or U.S. governmental agencies, and has, to its knowledge,
paid or accrued for payment all taxes as shown on such returns, such that a
failure to file, pay or accrue will not have a material adverse effect on
Tenet Jove.
(e) Pending Actions. There are no legal actions, lawsuits, proceedings or
investigations, administrative or judicial, pending or to the knowledge of
the Sellers or Tenet Jove threatened against Tenet Jove, or against the
Sellers that arise out of their operation of Tenet Jove, which if decided
adversely to Tenet Jove or the Sellers, would have a material adverse
effect on Tenet Jove.
(f) Governmental Regulation. To the knowledge of Tenet Jove and the Sellers,
Tenet Jove is not knowingly in violation of any law, material ordinance or
regulation to which it is subject, the violation of which would have a
material adverse effect on Tenet Jove.
(g) No Debt Owed by Tenet Jove to Sellers. Except for salary and benefits
accrued in the ordinary course of business and consistent with Tenet Jove's
past practices, Tenet Jove does not owe any money, securities, or property
to either of the Sellers or any member of their immediate families or to
any company controlled by such a person, directly or indirectly.
(h) Authorization of Transaction. Tenet-Jove has full corporate power and
authority to execute and deliver this Agreement and to perform its
obligations hereunder. This Agreement constitutes the valid and legally
binding obligation of Tenet-Jove, enforceable in accordance with its terms
and conditions. After the execution of this agreement, Tenet Jove needs to
file with relative Chinese authorities and get government approval thereof
for the purpose of becoming a foreign investment corporation in China, a
wholly owned subsidiary of Supcor.
(i) Noncontravention. Neither the execution and the delivery of this Agreement
nor the consummation of the transactions contemplated hereby, will (A)
violate any constitution, statute, regulation, rule, injunction, judgment,
order decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Tenet Jove is subject or any
provision of its charter or bylaws or (B) conflict with, result in a breach
of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, or require
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any notice under any agreement, contract, lease, license, instrument, or
other arrangement to which Tenet Jove is a party or by which it is bound or
to which any of its assets is subject.
4. Representations and Warranties of Supcor. In order to induce the Sellers
and Tenet Jove to enter into the Agreement and to complete the transaction
contemplated hereby, Supcor represents and warrants to Tenet Jove and Sellers
that:
(a) Organization and Standing. Supcor is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, is
qualified to do business as a foreign corporation in every jurisdiction in
which such qualification is required, and has full power and authority to
carry on its business as now conducted and to own and operate its assets,
properties and business.
(b) Capitalization. As of the date hereof, and as of the Closing Date, the
entire authorized capital stock of Supcor consists of 100,000,000 shares of
common stock, par value $.001 per share, of which 5,295,280 shares are
issued and outstanding. All of the issued and outstanding shares of Supcor
common stock have been duly authorized and are validly issued, fully paid,
and nonassessable and have been issued free of preemptive rights of any
security holder. Except as provided by this Agreement, there are no
outstanding or authorized options, warrants, purchase rights, subscription
rights, conversion rights, exchange rights, or other contracts or
commitments that could require Supcor to issue, sell, or otherwise cause to
become outstanding any of its capital stock. There are no outstanding or
authorized stock appreciation, phantom stock, profit participation, or
similar rights with respect to Supcor.
(c) Authorization of Transaction. Supcor has full corporate power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder. This Agreement constitutes the valid and legally binding
obligation of Supcor, enforceable in accordance with its terms and
conditions. Supcor need not give any notice to, make any filings with, or
obtain any authorization, consent, or approval of any government or
governmental agency, in order to consummate the transactions contemplated
by this Agreement, other than (i) filings that may be required or permitted
under states securities law, the Act and/or the Exchange Act resulting from
the issuance of the Supcor Shares, and; ii) the filing of a Certificate of
Amendment (the "Amendment") to its Articles of Incorporation reflecting the
change in authorized capital as set forth in 4(b), above.
(d) Noncontravention. Neither the execution and the delivery of this Agreement
nor the consummation of the transactions contemplated hereby, will (A)
violate any constitution, statute, regulation, rule, injunction, judgment,
order decree, ruling, charge, or other restriction of any government,
governmental agency, or court to which Supcor is subject or any provision
of its charter or bylaws or (B) conflict with, result in a breach of,
constitute a default under, result in the acceleration of, create in any
party the right to accelerate, terminate, modify, or cancel, or require any
notice under any agreement, contract, lease, license, instrument, or other
arrangement to which Supcor is a party or by which it is bound or to which
any of its assets is subject.
(e) Ownership of Shares. The Supcor Shares have been duly authorized and, when
issued pursuant to the Agreement, will have been validly issued, fully paid
and non-assessable, with no personal liability attaching to the holders of
such shares, free of preemptive rights of any security holder and, free and
clear of all liens, encumbrances and restrictions of any nature whatsoever,
except by reason of the fact that such Supcor Shares will not have been
registered under the Act and state securities laws.
(f) Material Agreements. Supcor is not a party to or bound by any:
(i) employment, advisory or consulting contract;
(ii) plan providing for employee benefits of any nature;
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(iii) lease with respect to any property or equipment;
(iv) contract, agreement, understanding or commitment for any future
expenditure in excess of $1,000 in the aggregate;
(v) contract or commitment pursuant to which it has assumed,
guaranteed, endorsed, or otherwise become liable for any
obligation of any other person, firm or organization;
(vi) agreement with any person relating to the dividend, purchase or
sale of securities, that has not been settled by the delivery or
payment of securities when due, and which remains unsettled upon
the date of the Agreement.
(g) Taxes. Supcor has filed all federal, state and local income or other tax
returns and reports that it is required to file with all governmental
agencies, wherever situate, and has paid all taxes as shown on such
returns. All of such returns are true and complete.
(h) Absence of Liabilities. As of the Closing date, Supcor will have no
liabilities (whether known or unknown, whether asserted or unasserted,
whether absolute or contingent, whether accrued or unaccrued, whether
liquidated or unliquidated and whether due or to become due, including any
liability for taxes, except for the costs, including legal and accounting
fees and other expenses, in connection with this transaction for which
Supcor agrees to be responsible.
(i) No Pending Actions. There are no legal actions, lawsuits, proceedings or
investigations, administrative or judicial, pending or threatened, against
or affecting Supcor, or against any of Supcor's officers or directors and
arising out of their operation of Supcor. Supcor has been in compliance
with, and has not received notice of violation of any law, ordinance or
regulation of any kind whatever, including, but not limited to, the Act,
the Securities Exchange Act of 1934, as amended, (the "Exchange Act") the
rules and regulations of the SEC, or the securities laws and regulations of
any state. Supcor is not an "investment company" as such term is defined by
the Investment Company Act of 1940, as amended.
(j) Corporate Records. All of Supcor's books and records, including, without
limitation, its books of account, corporate records, minute book, stock
certificate books and other records are up-to-date, complete and reflect
accurately and fairly the conduct of its business in all respects since its
date of incorporation.
(k) Filings with the SEC; Financial Statements. Supcor has made all filings
with the SEC that it has been required to make under the Act and the
Exchange Act (such reports, together with Supcor's Registration Statement
on Form 10-SB, as amended from time to time, are hereinafter collectively
referred to as the "Public Reports"). Each of the Public Reports has
complied with the Act and the Exchange Act, as the case may be, in all
material respects. None of the Public Reports, as of their respective
dates, contained any untrue statement of a material fact or omitted to
state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading. Supcor's Form 10-SB, at the time it became effective under the
Exchange Act, did not contain any untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements
made therein, in light of the circumstances under which they were made, not
misleading. The financial statements (including the notes thereto) included
in the Public Reports have been prepared in accordance with GAAP applied on
a consistent basis throughout the periods covered thereby and present
fairly the financial condition of Supcor as of such dates and the results
of operations of Supcor for such periods; provided, however, that the
financial statements for all interim periods are subject to normal year-end
adjustments and lack footnotes and other presentation items.
(l) Access to Information; Speculative Investment. Supcor has had a full
opportunity to request from Tenet Jove and review, and has received all
information which it deems relevant in making a decision to acquire the
Target Shares to be acquired by it hereunder.
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5. Term. All representations and warranties made herein and in the exhibits
attached hereto shall survive the execution and delivery of the Agreement for
the three months period following the date hereof.
6. Covenants.
(a) Tenet Jove and Supcor agree that, between the date of this Agreement and
the Closing, except as contemplated by any other provisions of this
Agreement, unless the other shall otherwise agree in writing, which
agreement shall not be unreasonably withheld or delayed, the business of
Tenet Jove and Supcor shall be conducted only in the ordinary course of
business consistent with past practice. By way of amplification and not
limitation, except as set forth herein, Tenet Jove and Supcor shall not,
between the date of this Agreement and the Closing, directly or indirectly,
do, or agree to do, any of the following:
(i) except as contemplated by Section 4(b);
(ii) issuance, sell, pledge, dispose of, grant, transfer, or authorize
the issuance, sale, pledge, disposition, grant, transfer or
encumbrance of, any shares of its capital stock or securities
convertible or exchangeable or exercisable for any shares of such
capital stock, or any options, warrants or other rights of any
kind to acquire any shares of such capital stock, or any other
ownership interest (including, without limitations, any phantom
interest) of such entity; and
(iii) declare, set aside, make or pay any dividend or other
distribution, payable in cash , stock, property or otherwise,
with respect to any of its capital stock.
(b) Each of Tenet-Jove, the Sellers and Supcor shall give prompt notice the
other of (i) any notice or other communication from any person alleging
that the consent of such person is or may be required in connection with
the transactions contemplated by this Agreement, (ii) any notice or other
communication from any governmental entity or any person in connection with
the transactions contemplated by this Agreement, (iii) any actions, suits,
claims, investigations or proceedings commenced or, to the best of its
knowledge, threatened in writing against, relating to or involving or
otherwise affecting Tenet Jove or Supcor; and (iv) any inaccuracy in or
inability to perform such representations, warranties, or covenants. No
such notice shall be deemed to constitute a cure of any breach or
representation, warranty, covenant or agreement.
(c) Promptly after the execution of this Agreement, Supcor shall prepare and
file with the SEC an information statement relating to the transaction
herein contemplated (together with any amendments thereof or supplements
thereto, the "Information Statement"). Supcor shall provide copies of the
Information Statement to Tenet Jove prior to filing same with the SEC and
Supcor will effect Tenet Jove's reasonable requests to modify the
Information Statement. As promptly as practicable thereafter and subject to
receiving all requisite approvals from all governmental entities in the
manner contemplated by Section 14 of the Exchange Act and the rules and
regulations promulgated thereunder, Supcor shall mail the Information
Statement to its stockholders.
(d) Supcor hereby covenants that, except with respect to the Information
expressly provided by Tenet Jove for use in the Information Statement (the
"Tenet Jove Information"), the Information Statement shall not, at (i) the
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time the Information Statement (or any amendment thereof or supplement
thereto) is first mailed to the stockholders of Supcor, and (ii) at the
Closing, contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary in order to
make the statements therein not misleading.
(e) Supcor will make all filings (collectively the "Future SEC Reports") with
the SEC that is required to make between the date of this Agreement and the
Closing Date under the Act and the Exchange Act. Each of the Future SEC
Reports will comply with the requirements of the Act and the Exchange Act,
as the case may be, in all material respects.
(f) The Sellers and Supcor shall use all reasonable efforts to (i) take, or
cause to be taken, all appropriate action, and do, or cause to be done, all
things necessary, proper or advisable under applicable law or otherwise
consummate and make effective the transactions contemplated by this
Agreement as promptly as practicable, (ii) obtain from any governmental
entities any consents, licenses, permits, waivers, approvals,
authorizations or orders required to be obtained or made by Supcor or Tenet
Jove in connection with the authorization, execution and delivery of this
Agreement and the consummation of the transactions contemplated herein, and
(iii)make all necessary filings, and thereafter make any other required
submissions, with respect to this Agreement and the transaction
contemplated hereby required under (x) the Securities Act and the Exchange
Act, and any other applicable federal or state securities laws, (y) the
General Corporation Law of Delaware and (z) any other applicable law;
provided that Supcor and Tenet Jove shall cooperate with each other in
connection with the making of all such filings, including providing copies
of all such documents to the non - filing party and its advisors prior to
filing and considering all reasonable additions, deletions or changes
suggested in connection therewith.
7. Conditions to Closing.
(a) This agreement comes into effect when it is filed and approved by relative
Chinese authorities. In the event that it is not approved, this agreement
will become null and void.
(b) The respective obligations of each party to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any or all of which be waived, in
whole or in part, to the extent permitted by applicable law:
(i) No governmental entity or federal or state court of competent
jurisdiction shall have enacted, issued, promulgated, enforced or
entered any statute, rule, regulation, executive order, decree,
judgment, injunction or other order (whether temporary,
preliminary or permanent), in any case which is in effect and
which prevents or prohibits consummation of the transactions
contemplated in this which is in effect and which prevents or
prohibits consummation of the transactions contemplated in this
Agreement; provided, however, that the parties shall use their
best efforts to cause any such decree, judgment, injunction or
other order to be vacated or lifted.
(ii) In the manner contemplated by Section 14(c)of the Exchange Act
and the rules and regulations promulgated thereunder, the
Information Statement shall have been distributed to Supcor's
stockholders and the time period contemplated by Rule 14c-2(b)
promulgated under the Exchange Act shall have elapsed.
(c) The obligations of Supcor to effect the transactions contemplated herein
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shall be subject to the satisfaction at or prior to the Closing of the
following conditions, any or all of which may be waived, in whole or in
part, to the extent permitted by applicable law:
(i) Each of the representations and warranties of the Sellers and
Tenet-Jove contained in this Agreement shall be true and correct
in all material respects as of the Closing, except that those
representations and warranties which address matters only as of a
particular date shall remain true and correct in all material
respects as of such date. Supcor shall have received a
certificate of the principal executive officer of Tenet Jove to
such effect.
(ii) Tenet-Jove and the Sellers shall have performed or complied in
all material respects with all agreements and covenants required
by this Agreement to be performed or complied with by it on or
prior to the Closing. Supcor shall have received a certificate of
the principal executive officer of Tenet Jove to such effect.
(d) The obligations of Tenet-Jove and the Sellers to effect the transactions
contemplated herein shall be subject to the satisfaction at or prior to the
Closing of the following conditions, any or all of which may be waived, in
whole or in part, to the extent permitted by applicable law:
(i) Each of the representations and warranties of Supcor contained in
this Agreement shall be true and correct in all material respects
as of the Closing, except, that those representations and
warranties which address matters only as of a particular date
shall remain true and correct in all material respects as of such
date. Tenet Jove shall each have received a certificate of the
principal executive officer of Supcor to such effect.
(ii) Supcor shall have performed or complied in all material respects
with all agreements and covenants required by this Agreement to
be performed or complied with by it on or prior to the Closing.
Tenet Jove shall have received a certificate of the principal
executive officer of Supcor to such effect.
8. Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place within 2 days after the completion of the reverse
split referred to in Article 2 hereof. At the Closing, all of the documents and
items referred to herein shall be exchanged. Upon the completion of the
exchange, the Sellers shall assist Supcor in filing with the Chinese government
for the purpose of full implementation of this agreement.
9. Termination: Amendment: Waiver.
(a) This Agreement may be terminated at any time prior to the Closing:
(i) by mutual consent of Supcor and the Sellers;
(ii) by Supcor, if there has been a material breach by the Sellers and
Tenet-Jove of any of its material representations, warranties,
covenants or agreements contained in this Agreement;
(iii) by the Sellers and Tenet-Jove, if there has been a material
breach by Supcor of any of its material representations,
warranties, covenants or agreements contained in this Agreement;
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(iv) by either Supcor or the Sellers if any decree, permanent
injunction, judgment, order or other action by any court of
competent jurisdiction or any governmental entity preventing or
prohibiting consummation of the transactions contemplate hereby
shall have become final and nonappealable, because one of the
results of this agreement is that Tenet Jove will be transformed
to a foreign investment company, only when the filing with
Chinese government has been finished and government approval has
been granted, can the transformation be validly finished and the
agreement be fully implemented; or
(v) by either Supcor or the Sellers or Tenet-Jove if the transaction
contemplated hereby shall not have been consummated before
January 1, 2005 if and only if no willful breach of any
representation, warranty or covenant by the party seeking to
terminate is a substantial cause of the failure of the
transactions contemplated hereby to be consummated by such date.
(b) In the event of the termination of this Agreement by either the Sellers,
Tenet-Jove or Supcor pursuant to Section 9a, this Agreement shall forthwith
become void.
(c) Except as otherwise required by law, this Agreement may be amended in
writing signed by the parties hereto.
(d) At any time prior to the Closing, any party hereto may (i) extend the time
for the performance of any of the obligations or other parties hereto, (ii)
waive any inaccuracies in the representations and warranties of the other
parties contained herein or in any document delivered pursuant hereto and
(iii) waive compliance by the other parties with any of the agreements of
conditions contained herein. Any such extension or waiver shall be valid if
set forth in an instrument in writing signed by the party or parties to be
bound thereby.
10. Notices. All notices and other communications given or made pursuant
hereto shall be sent by reputable overnight courier next day delivery, and shall
be deemed to have been duly given or made as of the date delivered, if delivered
personally, to the parties at the addresses set forth in the preamble to this
Agreement (or at such other address for a party as shall be specified by like
changes of address.)
11. Exhibits. All Exhibits attached hereto are incorporated herein by this
reference as if they were set forth in their entirety.
12. Miscellaneous Provisions. This Agreement is the entire agreement
between the parties in respect of the subject matter hereof, and there are no
other agreements, written or oral, nor may this Agreement be modified except in
writing and executed by all of the parties hereto. The failure to insist upon
strict compliance with any of the terms, covenants or conditions of this
Agreement shall not be deemed a waiver or relinquishment of such right or power
at any other time or times.
13. Disputes Settlement. The two parties hereto agree that disputes arising
out of or respecting any matter contained in the Agreement or as to the
interpretation or performance of any of the provisions of the Agreement shall be
resolved through friendly consultancies. In the event that consultancies fail,
the disputes shall be submitted to Hong Kong Arbitration Committee for
resolution in accordance with the rules of the Hong Kong Arbitration Committee
then in effect.
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14. Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the People's Republic of China.
15. Counterparts. This Agreement may be executed in duplicate facsimile
counterparts, each of which shall be deemed an original and together shall
constitute one and the same binding Agreement, with one counterpart being
delivered to each party hereto.
IN WITNESS WHEREOF, the parties hereto have executed this agreement as of
the date and year above first written.
SUPCOR, INC.
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By: John R. Rice III
President
SELLERS:
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Mr. Yuying Zhang Ms. Min Zhao
------------------------------ ------------------------------
Mr. Shuangpeng Tian Mr. Guocong Zhou
------------------------------ ------------------------------
Mr. Weixing Yin Ms. Li Shi
------------------------------
Mr. Guiqing Liu
Beijing Tenet-Jove Technological Development Co., Ltd.
------------------------------
By: Mr. Yuying Zhang
Chairman
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SCHEDULE A
----------
Beijing Tenet Jove Technological Development Co., Ltd. Shareholders
-------------------------------------------------------------------
Name No. of shares
---- --------------
Mr. Yuying Zhang 30%
Mr. Min Zhao 20%
Mr. Shuangpeng Tian 13%
Mr. Guocong Zhou 13%
Ms. Guiqing Liu 6%
Ms. Li Shi 9%
Mr. Weixing Yin 9%
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SCHEDULE B
----------
Name No. of Supcor Shares
---- --------------------
Mr. Yuying Zhang 4,080,000
Mr. Min Zhao 2,720,000
Mr. Shuangpeng Tian 1,768,000
Mr. Guocong Zhou 1,768,000
Ms. Guiqing Liu 816,000
Ms. Li Shi 1,224,000
Mr. Weixing Yin 1,224,000
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