Exhibit 10.5
English translation of the executed copy
Agreement Regarding Transfer of Equity Interest In
Shenyang Sunshine Pharmaceutical Co., Ltd.
By and Between
Starry Investment Limited
and
Collected Mind Limited
Equity Interest Transfer Agreement
This Agreement is entered into on 18 July 2006 in Shenyang by and between:
Transferor: Starry Investment Limited
Legal Address: P. O. Box 217, Apia, Samos
Legal Representative: Liu Xiaomeng
And
Transferee: Collected Mind Limited
Legal Address: P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola,
British Virgin Islands
Authorized Representative: Lou Dan
WHEREAS:
1
1.
The Transferor is a company is a company duly incorporated and validly existing pursuant to the laws of British Virgin
Islands, and legally holds a 3.33% equity interest (hereinafter referred to as the “Subject Equity Interest”) in Shenyang
Sunshine Pharmaceutical Co., Ltd. (hereinafter referred to as “Sunshine Pharmaceutical”);
2.
The Transferee is a company duly incorporated and validly existing pursuant to the laws of British Virgin Islands. It is
validly qualified to be transferred of the equity interest in Sunshine Pharmaceutical pursuant to relevant laws;
3.
Sunshine Pharmaceutical is a Sino-foreign equity joint venture incorporated in Shenyang and validly existing pursuant to
the laws of China. Its principal business is to research, develop, manufacture and sell biologically-engineered products and
biochemical pharmaceuticals. It has a registered capital of Renminbi 62,974,046 which has already been fully contributed.
Its existing shareholders are Chinese investors Shenyang Keweier Hi-Tech Co., Ltd. (hereinafter referred to as “Keweier”),
China Traffic Supplies Northeast Co., Ltd. (hereinafter referred to as “Traffic Supplies”), Zhang Lisha as well as foreign
investors Montgomery Biomedicine Lab Inc. of the USA (hereinafter referred to as “Montgomery”), Lans Holdings Ltd.
(hereinafter referred to as “Lans Hold