Overview of Heilongjiang Weikang
Heilongjiang Weikang was incorporated in the Heilongjiang Province, PRC on March 29, 2005, formerly known as Heilongjiang
Province Weikang Bio-Engineering Co., Ltd. Heilongjiang Weikang had an initial register ed capital of RMB five million. On November 21,
2006, Heilongjiang Weikang changed its corporate name to “ Heilongji ang Weikang Bio-Technology Group Co., Ltd.” and increased its
registered capital to RMB forty million. On October 25, 2007, the owners of Heilongjiang Weikang sold and transferred 100% of Heilongjiang
Weikang ’ s equity interests to Sinary pursuant to an equ ity interests transfer agreement. Upon completion of the transaction on November 9 ,
2007, Sinary became the 100% owner of Heilongjiang Weikang ’ s registered capital ; and Heilongjiang Weikang was subsequently approved
as a FIE by the Heilongjiang Provincial Government. Heilongjiang Weikang is primarily engaged in the development, manufacture, marketing
and distribution of health and nutritional supplements in China.
On June 30, 2008, Heilongjiang Weikang entered into a stock transfer agreement (the “Agreement”) with Tianfang (Guizhou)
Pharmaceutical Co., Ltd. (“Tianfang”), a limited liability company organized and existing under the laws of China, and Tianfang’s two
shareholders: Beijing Shiji Qisheng Trading Co., Ltd., a limited liability company organized and existing under the laws of China (“Shiji
Qisheng”), and Tri-H Trade (U.S.A.) Co., Ltd., a California corporation (“Tri-H”). Pursuant to the terms of the Agreement, Heilongjiang
Weikang acquired 100% of the issued and outstanding equity interests of Tianfang in exchange for the aggregate purchase price of $15,000,000
(the “Consideration”). The transaction was completed on July 22, 2008. Heilongjiang Weikang has paid $11,192,970 of the $15,000,000 as of
the end of 2008. The remaining balance of the acquisition purchase price will be paid off by the first quarter of 2009. We believe the acquisition
with Tiangfang will strengthen our distribution channels and enrich our production line. As a result of the acquisition we now not only sell
Chinese herbal extract products, but we also sell “western” pharmaceuticals.
Overview of Tianfang
Tianfang was incorporated in the Guizhou Province, China in 1998 with registered capital of RMB 5,900,000. Tianfang is located
within the Zhazuo Medicine Industry Area of Xiuwen country, Guiyang City, Guizhou Province, China where it engages in the development,
manufacture and distribution of Chinese herbal extract products and GMP certified western prescription pharmaceuticals. Tianfang’s operations
comprise 71,907 square meters with 14,675 square meters of factory facilities. The business of Tianfang is well developed and benefits from
economy of scale and cost. Tianfang currently has 175 employees, including 32 full-time administrators, and 88 full-time production workers
and 55 part-time sales representatives. Tiangfang has six production lines and all of their products have received Good Manufacturing Practices
(“GMP”) certification. In 2008, Tiangfang had sales revenues of $5.43 million and net income of $2.3 million.