-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CY7Falil0cbABk8OhgMiswrxAA9G936eUFmCuBVMrQJxh86hax8s60TQ3JKO/+xq Ufj2Z4UIrrPC+hE5hIXgdg== 0001144204-10-002174.txt : 20100115 0001144204-10-002174.hdr.sgml : 20100115 20100115120216 ACCESSION NUMBER: 0001144204-10-002174 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20100115 DATE AS OF CHANGE: 20100115 GROUP MEMBERS: HONGWEI QU SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Link Resources Inc. CENTRAL INDEX KEY: 0001443242 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 980588402 STATE OF INCORPORATION: NV FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85147 FILM NUMBER: 10529474 BUSINESS ADDRESS: STREET 1: 392 ACADIA DRIVE, S.E. CITY: CALGARY STATE: A0 ZIP: T2J 0A8 BUSINESS PHONE: 403-230-0945 MAIL ADDRESS: STREET 1: 392 ACADIA DRIVE, S.E. CITY: CALGARY STATE: A0 ZIP: T2J 0A8 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Glory Period Ltd CENTRAL INDEX KEY: 0001479767 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P.O. BOX 957 STREET 2: OFFSHORE INCORPORATIONS CENTRE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 000000 BUSINESS PHONE: 86-0535-6857928 MAIL ADDRESS: STREET 1: P.O. BOX 957 STREET 2: OFFSHORE INCORPORATIONS CENTRE CITY: ROAD TOWN, TORTOLA STATE: D8 ZIP: 000000 SC 13D 1 v171480_sc13d.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

Link Resources, Inc.

(Name of Issuer)

Common Stock, $.001 par value per share

(Title of Class of Securities)
 
535775 10 0

(CUSIP Number)

Hongwei Qu
c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.
No. 9 Daxin Road, Zhifu District
Yantai, Shandong Province, China 264000

With a copy to:
Barry I. Grossman, Esq.
Lawrence A. Rosenbloom, Esq.
Ellenoff Grossman & Schole, LLP
150 East 42nd Street, 11th Floor
New York, NY 10017

(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

January 5, 2010

(Date of Event which Requires Filing of this Statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ¨ ..

 
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 

 
CUSIP No. 535775 10 0


 
1)
Name of Reporting Persons:

Glory Period Limited

 
 
2) 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)   ¨
(b)   ¨



 
3) 
SEC Use Only
 


 
4) 
Source of Funds (See Instructions)

OO 

 
 
5) 
Check if Disclosure of Legal Proceedings is Required Pursuant To
Items 2(d) or 2(e) ¨
 

 
 
6) 
Citizenship Or Place Of Organization
The People’s Republic of China

British Virgin Islands


 
(7) 
Sole Voting Power
8,942,602
   Number of
___________________________________ 
      Shares
 
  Beneficially
(8)   Shared Voting Power
      Owned
0
     By Each
    Reporting 
____________________________
  Person With 
 
(9)   Sole Dispositive Power
 
8,942,602


(10) 
Shared Dispositive Power
0

 
1

 
 
11) 
Aggregate Amount Beneficially Owned by Each Reporting Person
8,942,602
 

 
 
12) 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
 

 
 
13) 
Percent of Class Represented by Amount in Row (11)

Approximately 55.0%*


 
14) 
Type of Reporting Person

HC, CO

 
*         Based on the beneficial ownership of 8,942,602 shares of Common Stock by the Reporting Person and 16,250,000 shares of total Common Stock issued and outstanding effective as of January 5, 2010.  The Reporting Person holds approximately 55% of the issued and outstanding Common Stock of the Company effective as of January 5, 2010.
 
2

 
CUSIP No. 535775 10 0

 
 
1)
Name of Reporting Persons:

Hongwei Qu

 
 
2) 
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)   ¨
(b)   ¨
 


 
3) 
SEC Use Only
 


 
4) 
Source of Funds (See Instructions)

OO 

 
 
5) 
Check if Disclosure of Legal Proceedings is Required Pursuant To
Items 2(d) or 2(e) ¨
 

 
 
6) 
Citizenship Or Place Of Organization
The People’s Republic of China

The People’s Republic of China


 
 
(7) 
Sole Voting Power
8,942,602
   Number of
___________________________________ 
      Shares
 
  Beneficially
(8)   Shared Voting Power
      Owned
0
     By Each
    Reporting 
____________________________
  Person With 
 
(9)   Sole Dispositive Power
 
8,942,602


(10) 
Shared Dispositive Power
0

 
3

 
 
11) 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
8,942,602

 
 
12) 
Check if the Aggregate Amount in Row (11) Excludes Certain Shares
¨
 

 
 
13) 
Percent of Class Represented by Amount in Row (11)

Approximately 55.0%*


 
14) 
Type of Reporting Person

IN


 
*         Based on the beneficial ownership of 8,942,602 shares of Common Stock by the Reporting Person and 16,250,000 shares of total Common Stock issued and outstanding effective as of January 5, 2010. The Reporting Person holds approximately 55% of the issued and outstanding Common Stock of the Company effective as of January 5, 2010.
 
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Item 1.  Security and Issuer

This Schedule 13D relates to the common stock, par value $0.001(the “Common Stock”), of Link Resources, Inc., a Nevada corporation (the “Company”). The address of the Company’s principal executive office is c/o Yantai Bohai Pharmaceuticals Group Co. Ltd., No. 9 Daxin Road, Zhifu District, Yantai, Shandong Province, China 264000.

Item 2.  Identity & Background

(a)          This Schedule 13D is being filed by:
 
(i)       Glory Period Limited, a company organized under the laws of the British Virgin Islands (the “Glory Period”); and
 
(ii)       Hongwei QU (“Qu”), a citizen of the People’s Republic of China and sole executive director of Glory Period.
 
The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
  
(b)      (i)       The place of organization of Glory Period is the British Virgin Islands. The business address of Glory Period is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.
.  
(ii)       Qu’s business address is No. 9 Daxin Road, Zhifu District, Yantai, Shandong Province, China 264000

(c)      (i)       Glory Period is a holding company.
 
(ii)       Qu is the executive director of Glory Period.

(d)          During the past five years, neither of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).
 
(e)          During the past five years, neither of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.       Source and Amount of Funds and Other Consideration.
 
Pursuant to the closing (the “Closing”) of the transactions contemplated by that certain Share Exchange Agreement, dated January 5, 2009, by and among the Company, Chance High International Limited, a British Virgin Islands company (the “Chance High”), Glory Period and those persons set forth on Schedule I therein as Chance High Stockholders (the “Share Exchange Agreement” and such transactions, the “Share Exchange”), Glory Period was issued 8,942,602 new shares of Common Stock, or 55.0% of the issued and outstanding shares of Common Stock effective as of January 5, 2010.  As a result of the Share Exchange, Chance High became a wholly-owned subsidiary of the Company.
 
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The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, attached as Exhibit 99.2 to this Schedule 13D.

Item 4.       Purpose of Transaction.
 
The purpose of the Share Exchange was for the Company to acquire 100% ownership of Chance High, which has business operations in China through its indirectly owned subsidiaries, and for Glory Period to obtain a controlling interest in the Company.
 
In connection with the Share Exchange, Anthony Zaradic, the former CEO, CFO, President, Secretary, Treasurer and sole director of the Company resigned from these positions and the Company appointed Hongwei Qu as its President, Chief Executive Officer, Interim Chief Financial Officer, Treasurer and Secretary and sole Director.

At the date of this Schedule 13D, neither the Reporting Persons, except as set forth in this Schedule 13D, have any other plans or proposals which relate to or would result in:
 
(a)       the acquisition by any person of additional securities of the Company;
 
(b)       an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries;
 
(c)       a sale or transfer of a material amount of assets of the Company or of any of its subsidiaries;
 
(d)       any change in the present board of directors or management of the Company, including any plans or proposals to change the number of terms of directors or to fill any existing vacancies on the board;

(e)       any material change in the present capitalization or dividend policy of the Company;
 
(f)       any other material change in the Company’s business or corporate structure;
 
(g)       changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any other person;
 
(h)       causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
 
(i)       a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or
 
(j)       any similar action to those enumerated above.
 
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Item 5.       Interest in Securities of the Company.
 
(a)           (i)         On January 5, 2010, pursuant to the Share Exchange Agreement and as a result of the Share Exchange, Glory Period became the beneficial owner of 8,942,602 shares of Common Stock, representing 55.0% of the issued and outstanding shares of Common Stock.
 
(ii)         Qu, as the sole executive director of Glory Period may be deemed to be the beneficiary owner having power to direct the voting and disposition of the Common Stock held by Glory Period.
 
(iii)         The sole shareholder of Glory Period is Mr. Shaohua Tan (“Tan”).  Tan is not deemed as beneficial owner of any shares of Common Stock held by Glory Period as a result of the fact that, on December 7, 2009, Tan entered into an incentive option agreement (the “Call Option Agreement”) with Qu effective upon the closing of the Share Exchange, pursuant to which Tan shall transfer up to 100% shares of Glory Period within the next 3 years to Qu for nominal consideration, which would give Qu indirect ownership of a significant percentage of the Common Stock.  Pursuant to the Call Option Agreement, Tan shall not dispose any of the shares of Glory Period without the Qu’s prior written consent.  As Qu is the sole executive director of Glory Period and has, as a result of the Call Option Agreement, sole voting or dispositive power of the shares of Common Stock held by Glory Period (and as Tan has no such power), Tan is not deemed as beneficial owner of any shares of Common Stock held by Glory Period.

The foregoing description of the Call Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Call Option Agreement, attached as Exhibit 99.6 to this Schedule 13D.

(b)          (i)         Glory Period beneficially owns an aggregate of 8,942,602 shares of Common Stock, consisting of: (i) 7,942,602 shares of Common Stock in which it has the sole power to vote or direct to vote, and the sole power to dispose of or direct the disposition of; and (ii) as more fully described in Item 6 below, 1,000,000 shares of Common Stock deposited into escrow pursuant to the Securities Escrow Agreement, dated January 5, 2010, representing in the aggregate approximately 55.0% of the total issued and outstanding shares of Common Stock.
 
(ii)         Qu directly owns none of the Common Stock, although he may be deemed the beneficial owner of the 8,942,602 shares of Common Stock as sole executive director of Glory Period pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Act”).

(c)           Other than the acquisition of the shares as reported in this Schedule 13D, and the escrow of 1 million Common Stock, no actions in the Common Stock were effected during the past sixty (60) days by the Reporting Persons;

(d)           Not applicable

(e)           Not applicable.
 
7

 
Item 6.       Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.
 
In connection with the Share Exchange, on January 5, 2010, the Company simultaneously consummated a private placement of 6,000,000 units consisting of convertible notes (the “Notes”) and warrants (the “Private Placement”). As an inducement to such investors to participate in the Private Placement, the Reporting Persons each entered into a lock up agreement, dated January 5, 2010 (the “Lock-up Agreements”), with Euro Pacific Capital, Inc., the placement agent for the Private Placement, whereby the Reporting Persons agreed that they would not sell any shares of Common Stock that they acquired from the Share Exchange until a date that is eighteen (18) months following the date of the closing of Private Placement (the “Lock-up Period”).
 
Glory Period also entered into a Securities Escrow Agreement on January 5, 2010, pursuant to which Glory Period has pledged and deposited a stock certificate representing 1 million shares of Common Stock into escrow in order to provide security to the investors in the Private Placement (the “Investors”) in the event of an occurrence of an Event of Default under the Notes. Upon the earlier to occur of the full repayment of all amounts due to the Investors under the Notes or the conversion of fifty percent (50%) of the principal face value of Notes into shares of Common Stock, the Investors’ rights in and to the Escrow Shares shall terminate and the Escrow Shares shall be released to Glory Period.

In addition, on December 7, 2009, Tan entered into the Call Option Agreement with Qu effective upon the closing of the Share Exchange, pursuant to which Tan shall transfer up to 100% shares of Glory Period within the next 3 years to Qu for nominal consideration, which would give Qu indirect ownership of a significant percentage of the Common Stock, and Tan shall not dispose any of the shares of Glory Period without the Qu’s prior written consent.

The foregoing description of the Lock-up Agreements, Securities Escrow Agreement and Call Option Agreement do not purport to be complete and is qualified in its entirety by reference to the full text of the Lock-up Agreement of Hongwei Qu attached attached as Exhibit 99.3, the Lock-up Agreement of Glory Period attached as Exhibit 99.4, the Securities Escrow Agreement attached as Exhibit 99.5 and Call Option Agreement as Exhibit 99.6 to this Schedule 13D.
 
Except as disclosed herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons and any other person with respect to any securities of the Company, including, but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.  Materials to be Filed as Exhibits.
 
 
Exhibit 99.1
Joint Filing Agreement, dated January 15, 2010, among the Reporting Persons named therein.
 
Exhibit 99.2
Share Exchange Agreement, dated January 5, 2010 by and among the Company, Chance High and Shareholders of Chance High

Exhibit 99.3
Lock-Up Agreement of Qu, dated January 5, 2010

Exhibit 99.4
Lock-Up Agreement of Glory Period, dated January 5, 2010

Exhibit 99.5
Securities Escrow Agreement, dated January 5, 2010, by and among the Company, Euro Pacific as representative of Investors, Glory Period Limited and Escrow LLC, as escrow agent

Exhibit 99.6
Call Option Agreement, dated December 7, 2009 between Qu and Tan
 
8

 
SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this Schedule 13D is true, complete and correct.
 
Dated:          January 15, 2010
 
 
GLORY PERIOD LIMITED
 
       
 
By:  
/s/ Hongwei Qu
   
 
Name:  Hongwei Qu
 
 
Title:    Executive Director
 
       
   
/s/ Hongwei Qu
   
 
Hongwei Qu
 
 
9

 
EX-99.1 2 v171480_ex99-1.htm
Exhibit 99.1


JOINT FILING AGREEMENT

The undersigned hereby agree that this Statement on Schedule 13D with respect to the shares of common stock of Link Resources, Inc., dated the date hereof, is, and any amendments thereto signed by the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

Dated: January 15, 2010

 
     
 
GLORY PERIOD LIMITED
     
 
By:  
/s/ Hongwei QU
 

Name:  Hongwei QU
 
Title:    Executive Director
     
     
 
   
/s/ Hongwei QU
 

Hongwei QU

 


 
 

 
EX-99.2 3 v171480_ex99-2.htm
 
Exhibit 99.2
 
SHARE EXCHANGE AGREEMENT
 
This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 5th day of January, 2010, by and between Link Resources, Inc., a Nevada corporation (hereinafter referred to as “Link”), Chance High International Limited, a British Virgin Islands business company (“Chance High”) and the shareholders of Chance High listed on Schedule A hereto (collectively, the “Chance High Shareholders”).
 
WHEREAS, Link is a publicly reporting company organized under the laws of Nevada with no significant operations;
 
WHEREAS, the Chance High Shareholders collectively own 100% of the issued and outstanding capital stock of Chance High;
 
WHEREAS, Chance High owns 100% of the issued and outstanding capital stock of Yantai Shencaojishi Pharmaceuticals Co., Ltd. (“WOFE”), a wholly foreign owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”);
 
WHEREAS, on December 7, 2009, WOFE entered into a series of contractual agreements with Yantai Bohai Pharmaceuticals Group Co., Ltd. (“Bohai Pharma”), a company incorporated under the laws of the PRC, and its three shareholders, in which WOFE effectively assumed management of the business activities of Bohai Pharma and has the right to appoint all executives and senior management and the members of the board of directors (Chance High, WOFE and Bohai Pharma shall be referred to herein collectively as the “Group”);
 
WHEREAS, Link desires to acquire 100% of the issued and outstanding equity securities of Chance High (the “Chance High Shares”) from the Chance High Shareholders in exchange (the “Exchange”) for the issuance by Link to the Chance High Shareholders of an aggregate of 13,162,500 newly issued shares of Link common stock, par value $0.001 per share (together with any securities into which such shares may be reclassified, the “Common Stock”) and the Chance High Shareholders desire to exchange its Chance High Shares for such shares of Common Stock on the terms described herein;
 
WHEREAS, on the Closing Date, and as a result of the transactions contemplated hereby, Chance High will become a wholly-owned subsidiary of Link (which shall be renamed Bohai Pharmaceuticals Group Inc. following the Closing Date);
 
WHEREAS, such Exchange is in connection with the offering (the “Offering”) pursuant to a Securities Purchase Agreement (the “Purchase Agreement) between Link and certain investors named in the Purchase Agreement in connection with a private placement by Link of units (the “Units”), with each Unit consisting of: (i) an eight (8%) percent convertible promissory note (each a “Note,” and, collectively, the “Notes”) of Link in the aggregate principal amount of $2.00, which Note shall be convertible into shares of Common Stock at $2.00 per share (subject to adjustment as set forth in the Note) and (ii) a common stock purchase warrant (collectively, the “Warrants”) to purchase one (1) share of Common Stock at an exercise price of $2.40 per share, in each case as further described in the Confidential Private Placement Memorandum of Link, dated December 10, 2009 (the “Memorandum”); and
 
1

 
WHEREAS, the closing of the Exchange is conditioned upon all of the conditions of the Offering being met, and the Offering is conditioned upon the closing of the Exchange.
 
NOW THEREFORE, on the basis of the foregoing stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:
 
ARTICLE I
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF CHANCE HIGH
 
As an inducement to, and to obtain the reliance of Link, except as set forth in the Schedules of Chance High attached hereto (the “CH Disclosure Schedules”) or in the Memorandum, Chance High hereby represents and warrants to Link as of the Closing Date (as defined below) as follows. As used herein, the term “knowledge of the Group” or similar language refers to the actual knowledge of the executive officers of Bohai Pharma.
 
Section 1.01    Incorporation.  Each member of the Group is organized under the laws of the jurisdiction set forth in Schedule 1.01(b) to the CH Disclosure Schedules, is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by each member of the Group to be conducted.  Each member of the Group is in possession of all governmental or third party approvals necessary to own, lease and operate the properties it purports to own, operate or lease, to carry on its business as it is now being conducted, to consummate the transactions contemplated by this Agreement.  No member of the Group is in violation of any of the provisions of their respective charter or organization documents.  The ownership records (which have been delivered to Link) of each Group member’s registered capital are true, complete and accurate records of such ownership as of the date of such records and contain all transfers of such registered capital since the time of their respective organization.  No member of the Group is required to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to so qualify would not have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Group taken as a whole; or (ii) the ability of Chance High to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in general economic conditions in the industries or markets in which the Group operates so long as the Group is not disproportionately (in a material manner) affected by such changes; (x) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as the Group is not disproportionately (in a material manner) affected by such changes; (y) changes in United States generally accepted accounting principles, or the interpretation thereof; or (z) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).
 
Section 1.02    Authorized Shares.  Authorized Shares.  The number of shares which Chance High is authorized to issue consists of 50,000 shares of a single class, par value US$ 1.00 per share.  There are 50,000 shares currently of Chance High issued and outstanding.  The issued and outstanding shares of Chance High are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.
 
2

 
Section 1.03    Subsidiaries.  Except as set forth on Schedule 1.03 to the CH Disclosure Schedules (which sets forth the corporate structure of the Group), Chance High does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other entity.
 
Section 1.04    Financial Statements.
 
(a)           Included in the Memorandum are: (i) the audited balance sheets of Bohai Pharma as of June 30, 2009 and June 30, 2008 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended June 30, 2009 and June 30, 2008 together with the notes to such statements and the opinion of Parker Randall CF H.K. CPA Ltd., independent certified public accountants, and (ii) the unaudited financial statements of Bohai Pharma for the quarter ended September 30, 2009 (the “Financial Statements”).
 
(b)           The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.  The Bohai Pharma balance sheets included as part of the Financial Statements are true and accurate and present fairly as of their respective dates the financial condition of Bohai Pharma.  As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, Bohai Pharma had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Bohai Pharma, in accordance with generally accepted accounting principles.  The statements of operations, stockholders’ equity and cash flows included as part of the Financial Statements reflect fairly the information required to be set forth therein by generally accepted accounting principles.
 
Section 1.05    Information.  The information concerning the Group set forth in this Agreement and the CH Disclosure Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.
 
Section 1.06    Options or Warrants.  Except as set forth in Schedule 1.06 to the CH Disclosure Schedules, there are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of any member of the Group.
 
Section 1.07    Absence of Certain Changes or Events.  Except as disclosed in the Memorandum, the CH Disclosure Schedules or the Financial Statements (with respect to subsequent events), since September 30, 2009:
 
(a)           There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of the Group;
 
3

 
(b)           No member of the Group has: (i) amended its memorandum of association or articles of association or other organizational documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting, (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and
 
(c)           No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement and the transaction contemplated hereby.
 
Section 1.08    Litigation and Proceedings.  Except as disclosed on Schedule 1.08 to the CH Disclosure Schedules, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Group after reasonable investigation, threatened by or against the Group or affecting the Group or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.  No member of the Group has any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default.
 
Section 1.09    Contracts.
 
(a)           All “material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which any member of the Group is a party or by which it or any of its assets, products, technology, or properties are bound, other than those incurred in the ordinary course of business, are set forth on Schedule 1.09 to the CH Disclosure Schedules (the “Material Contracts”).  Such schedule contains any oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of members of the Group.
 
(b)           The Material Contracts are valid and enforceable by the applicable members of the Group party thereto in all respects, , except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
 
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Section 1.10    No Conflict With Other Instruments.  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any Material Contract a member of the Group is a party or to which any of their respective assets, properties or operations are subject.
 
Section 1.11    Compliance With Laws and Regulations.  To the best of its knowledge, each member of the Group has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not have a Material Adverse Effect.
 
Section 1.12    Approval of Agreement.  The Board of Directors of Chance High has authorized the execution and delivery of this Agreement by Chance High and has approved this Agreement and the transactions contemplated hereby.
 
Section 1.13    Valid Obligation.  This Agreement and all agreements and other documents executed by Chance High in connection herewith constitute the valid and binding obligation of Chance High, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
 
ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF LINK
 
As an inducement to, and to obtain the reliance of Chance High and the Chance High Shareholders, except as set forth in the Schedules of Link attached hereto (the “Link Schedules”), Link hereby represents and warrants to Chance High and the Chance High Shareholders, as of the date hereof and as of the Closing Date, as follows. As used herein, the term “knowledge of Link” or similar language refers to the knowledge of Anthony Zaradic any any individual who has served as a named executive officer or director of Link during the 36 month period prior to the execution of this Agreement.
 
Section 2.01    Organization.  Link is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted.  Attached as Schedule 2.01 to the Link Schedules are complete and correct copies of the certificate of incorporation and bylaws of Link as in effect on the date hereof.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Link’s certificate of incorporation or bylaws.  Link has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Link has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.
 
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Section 2.02    Capitalization.
 
(a)           Link’s authorized capitalization consists of (a) 150,000,000 shares of Common Stock, of which 3,450,000 shares are issued and outstanding prior to the transactions described in the Memorandum, and (b) 10,000,000 shares of preferred stock, par value $0.001 per share, none of which are issued and outstanding.  All issued and outstanding shares of Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person or entity.  As of the Closing Date, no shares of Common Stock were reserved for issuance upon the exercise of outstanding options or warrants to purchase the Common Stock or other equity-linked securities of Link (except with respect to the Notes and the Warrants) and no shares of preferred stock were reserved for issuance to any party.  All outstanding Common Stock have been issued and granted in compliance with: (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which Link is a party or by which it or any of its assets or properties are bound, all of which are set forth on Schedule 2.02 to the Link Disclosure Schedules (the “Link Material Contracts”).
 
(b)           There are no equity securities, partnership interests or similar ownership interests of any class of any equity security of Link, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding.   Except as contemplated by this Agreement or as set forth in Schedule 2.02 to the Link Disclosure Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which Link is a party or by which it is bound obligating Link to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of Link or obligating Link to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement.  There is no plan or arrangement to issue Common Stock or preferred stock of Link except as set forth in this Agreement and in the Memorandum.
 
(c)           Except as contemplated by this Agreement or the Memorandum and except as set forth in Schedule 2.02 to the Link Disclosure Schedules, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which Link is a party or by which it is bound with respect to any equity security of any class of Link, and there are no agreements to which Link is a party, or which Link has knowledge of, which conflict with this Agreement or the transactions contemplated herein or otherwise prohibit the consummation of the transactions contemplated hereunder.
 
Section 2.03    Subsidiaries and Predecessor Corporations.  Link does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other entity.
 
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Section 2.04    SEC Filings; Financial Statements
 
(a)           Link has made available to the Chance High Shareholders a correct and complete copy, or there has been available on the EDGAR system maintained by the U.S. Securities and Exchange Commission (the “SEC”), copies of each report, registration statement and definitive proxy statement filed by Link with the SEC for the 36 months prior to the date of this Agreement (the “Link SEC Reports”), which, to Link’s knowledge, are all the forms, reports and documents filed by Link with the SEC for the 36 months prior to the date of this Agreement.  As of their respective dates, to Link’s knowledge, the Link SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such Link SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superceded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
 
(b)           Each set of financial statements (including, in each case, any related notes thereto) contained in the Link SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of Link at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of Link; or (ii) the ability of Link to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in general economic conditions in the industries or markets in which Link operates so long as Link is not disproportionately (in a material manner) affected by such changes; (x) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as Link is not disproportionately (in a material manner) affected by such changes; (y) changes in United States generally accepted accounting principles, or the interpretation thereof; or (z) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a “Link Material Adverse Effect”).
 
(c)           As of the date of all balance sheets included in the Link SEC Reports, except as and to the extent reflected or reserved against therein, Link had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of Link, in accordance with U.S. generally accepted accounting principles.  All statements of operations, stockholders’ equity and cash flows included in the Link SEC Reports reflect fairly the information required to be set forth therein by U.S. generally accepted accounting principles.
 
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(d)           For the 36 month period prior to the date of this Agreement, Link has maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.
 
(e)           Link has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.
 
(f)           Link has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof.  Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.
 
(g)           The books and records, financial and otherwise, of Link are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.
 
Section 2.05    Exchange Act Compliance.   Link is in compliance with, and current in, all of the reporting, filing and other requirements under the Exchange Act, the Common Stock is registered under Section 12(g) of the Exchange Act, and Link is in compliance with all of the requirements under, and imposed by, Section 12(g) of the Exchange Act.
 
Section 2.06    Information.  The information concerning Link set forth in this Agreement, the Link Schedules and the Link SEC Reports is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.  In addition, Link has fully disclosed in writing to the Chance High Shareholders (through this Agreement or the Link Schedules) all information relating to matters involving Link or its assets or its present or past operations or activities which: (i) indicated or may indicate, in the aggregate, the existence of a greater than $1,000 liability, (ii) have led or may lead to a competitive disadvantage on the part of Link or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to Link Material Adverse Effect, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters or proceedings and transactions with affiliates.
 
Section 2.07    Absence of Certain Changes or Events.  Since the date of the most recent Link balance sheet included in the Link SEC Reports:
 
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(a)           there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of Link or (ii) any damage, destruction or loss to Link (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of Link;
 
(b)           Link has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of Link; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or  termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;
 
(c)           Link has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent Link balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of Link; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and
 
(d)           to its knowledge, Link has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Group as described in the Memorandum.
 
Section 2.08    Litigation and Proceedings.  There are no actions, suits, proceedings or investigations pending or, to the knowledge of Link after reasonable investigation, threatened by or against Link or affecting Link or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in the Schedule 2.08 to the Link Schedules.  Link has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.
 
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Section 2.09    Contracts.  Except for the Link Material Contracts:
 
(a)           Link is not a party to, and its assets or properties are not bound by, any contract, franchise, agreement, debt instrument or other commitments whether such agreement is in writing or oral;
 
(b)           Link is not a party to or bound by, and the properties of Link are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award; and
 
(c)           Link is not a party to any oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of Link.
 
Section 2.10    No Conflict With Other Instruments.  The execution of this Agreement and the Purchase Agreement and the consummation of the transactions contemplated hereby and thereby will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any Link Material Contracts or otherwise have a Link Material Adverse Effect.
 
Section 2.11    Filings, Consents and Approvals.  Link is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by Link of this Agreement, the Purchase Agreement or any document or instrument contemplated hereby or thereby, except as expressly contemplated herein or in the Purchase Agreement.
 
Section 2.12    Compliance With Laws and Regulations.  To the best of its knowledge, Link has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof.  This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.
 
Section 2.13    Approval of Agreements.  The Board of Directors and the holders of at least a majority of the issued and outstanding voting stock of Link have duly authorized: (i) the execution and delivery of this Agreement by Link and the transactions contemplated hereby and (ii) the execution and delivery of Purchase Agreement, the Notes, the Warrants and all documents and instruments called for under the Purchase Agreement by Link and the transactions contemplated each of the aforesaid agreements and instruments.
 
Section 2.14    Material Transactions or Affiliations.  Except as disclosed in the Link SEC Reports or on Schedule 2.14 to the Link Schedules, there exists no contract, agreement or arrangement between Link and any predecessor and any person or entity who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by Link to own beneficially, 5% or more of the issued and outstanding Common Stock of Link and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof.  Neither any officer, director, nor 5% stockholders of Link has, or has had since inception of Link, any known interest, direct or indirect, in any such transaction with Link which was material to the business of Link.  Link has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

 
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Section 2.15   Bank Accounts; Power of Attorney.  Set forth on Schedule 2.15 to the Link Schedules is a true and complete list of: (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by Link within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of Link, (b) all safe deposit boxes and other similar custodial arrangements maintained by Link within the past twelve (12) months, (c) the check ledger for the last 12 months, and (d) the names of all persons holding powers of attorney from Link or who are otherwise authorized to act on behalf of Link with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.
 
Section 2.16    Valid Obligation.  This Agreement and the Purchase Agreement and all agreements and other documents executed by Link in connection herewith and therewith constitute the valid and binding obligation of Link, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.
 
Section 2.17    Title to Property.  Link does not own or lease any real property or personal property.  There are no options or other contracts under which Link has a right or obligation to acquire or lease any interest in real property or personal property.
 
Section 2.18    Questionable Payments. Neither Link nor, to Link’s knowledge, any of its current or former stockholders, directors, officers, employees, agents or other persons or entities acting on behalf of Link, has on behalf of Link or in connection with Link’s business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of Link; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.
 
Section 2.19    Solvency.  Link has not: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer of settlement, extension or composition to its creditors generally.

 
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Section 2.20    OFAC.  None of Link nor, to the knowledge of Link, any director, officer, agent, employee, affiliate or person acting on behalf of Link, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and Link has not heretofore engaged in any transaction to lend, contribute or otherwise make available it funds or the funds of any joint venture partner or other person or entity towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC.
 
Section 2.21    Intellectual Property.  Link does not own, license or otherwise have any right, title or interest in any intellectual property.
 
Section 2.22    Employees; Consultants, etc..  Except as disclosed in the Link SEC Reports, Link has no employees, officers, directors, agents or consultants.  Link maintains no employee benefit plans or programs of any kind or nature.
 
Section 2.23    Insurance.  Link does not hold or maintain, nor is Link obligated to hold or maintain, any insurance on behalf for itself or its assets or for any officer, director, employee or stockholder of Link.
 
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF
THE CHANCE HIGH SHAREHOLDERS
 
As an inducement to Link, each Chance High Shareholder, severally but not jointly, hereby represent and warrant to Link as follows.

Section 3.01    Chance High Shares.  The Chance High Shares represent 100% of the issued and outstanding capital stock of Chance High.  Such Chance High Shareholder is the record and beneficial owner, and has good title to, the Chance High Shares appearing next to such Chance High Shareholder’s name on Schedule A hereto.  Such Chance High Shareholder has the right and authority to sell and deliver its Chance High Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever, except as disclosed in the Memorandum.  Upon delivery of any certificate or certificates duly assigned, representing the Chance High Shares as herein contemplated and/or upon registering of Link as the new owner of the Chance High Shares in the share register of Chance High, Link will receive good title to the Chance High Shares owned by such Chance High Shareholder.
 
Section 3.02    Power and Authority. Such Chance High Shareholder has the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform his, her or its obligations under this Agreement.  This Agreement constitutes a legal, valid and binding obligation of such Chance High Shareholder, enforceable against such Chance High Shareholder in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought..

 
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Section 3.03    No Conflicts.  The execution and delivery of this Agreement by such Chance High Shareholder and the performance by such Chance High Shareholder of its obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any laws; (b) will not violate any laws applicable to such Chance High Shareholder and (c) will not violate or breach any contractual obligation to which such Chance High Shareholder is a party.

Section 3.04    Purchase Entirely for Own Account.  The Exchange Shares (as defined in Section 4.01 herein) proposed to be acquired by such Chance High Shareholder pursuant to the terms hereof will be acquired for investment for such Chance High Shareholder’s own account, and not with a view to the resale or distribution of any part thereof.

Section 3.05    Acquisition of Exchange Shares for Investment.

(a)           Such Chance High Shareholder is acquiring the Exchange Shares for investment purposes and for such Chance High Shareholder’s own account and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and such Chance High Shareholder has no present intention of selling, granting any participation in, or otherwise distributing the same.  Such Chance High Shareholder further represents that it does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchange Shares.
 
(b)           Such Chance High Shareholder represents and warrants that it: (i) can bear the economic risk of his respective investments, and (ii) possesses such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment in Link and its securities.
 
(c)           Such Chance High Shareholder is not a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) and understands that the Exchange Shares are not registered under the Securities Act and that the issuance thereof to such Chance High Shareholder is intended to be exempt from registration under the Securities Act pursuant to Regulation S.  Such Chance High Shareholder has no intention of becoming a U.S. Person.  At the time of the origination of contact concerning this Agreement and the date of the execution and delivery of this Agreement, such Chance High Shareholder was outside of the United States.
 
(d)           Such Chance High Shareholder acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.
 
(e)           Such Chance High Shareholder understands that the Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Exchange Shares or any available exemption from registration under the Securities Act, the Exchange Shares may have to be held indefinitely.

 
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ARTICLE IV
PLAN OF EXCHANGE
 
Section 4.01    The Exchange.
 
(a)           On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 4.03), each such Chance High Shareholder shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the Chance High Shares owned by such Chance High Shareholder to Link, with the objective of such Exchange being the acquisition by Link of 100% of the issued and outstanding shares of capital stock of Chance High.
 
(b)           In consideration of the transfer of the Chance High Shares to Link by the Chance High Shareholders, Link shall issue to the Chance High Shareholder an aggregate of 13,162,500 newly issued shares of Common Stock (the “Exchange Shares”), in the amounts set forth on Schedule A hereto, representing in the aggregate 81% of the issued and outstanding shares of Common Stock prior to the consummation of the transaction contemplated by the Purchase Agreement.
 
(c)           At the Closing Date, each Chance High Shareholder shall, on surrender of its certificate or certificates representing the Chance High Shares owned by such Chance High Shareholder to Link or its registrar or transfer agent, be entitled to receive the Exchange Shares.
 
Section 4.02    Closing.  The closing of the transactions contemplated by this Agreement (the “Closing,” and the date of the Closing, the “Closing Date”) shall occur and shall be deemed to be effective immediately prior to the transactions contemplated by the Purchase Agreement.  Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions to closing set forth in the Purchase Agreement being met.
 
Section 4.03    Closing Events.  At the Closing, Link, Chance High and the Chance High Shareholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.
 
Section 4.04    Termination.  This Agreement may be terminated by the parties only in the event that the parties do not meet the conditions precedent set forth in Articles VI and VII.  If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.
 
ARTICLE V
OTHER AGREEMENTS AND COVENANTS
 
Section 5.01    Legends.  Each Chance High Shareholder acknowledges and agrees that each certificate representing the Exchange Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

 
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“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”
 
“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”
 
Section 5.02    Delivery of Books and Records.  At the Closing, Link shall deliver to the Chance High Shareholders or their representatives the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Link which is now in the possession of Link or its representatives.
 
Section 5.03    Third Party Consents and Certificates.  Link and the Chance High Shareholder agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein contemplated.
 
Section 5.04    Director and Officer.  Concurrently with the Closing: (i) Anthony Zaradic and any other officer, director or employee of Link shall tender their resignations, effective immediately, and (ii) Link shall appoint Hongwei Qu as the Chief Executive Officer and sole director of Link.
 
Section 5.05     Sales of Securities Under Rule 144, If Applicable.
 
(a)           Link will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for the applicable restricted period as required by Rule 144 as it is from time to time amended.
 
(b)           Upon being informed in writing by any person holding restricted stock of Link that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), Link will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.

 
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(c)           If any certificate representing any such restricted stock is presented to Link’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, Link will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.
 
Section 5.06    Payment of Liabilities.  Recognizing the need to extinguish all existing liabilities of Link prior to the Exchange, the Chance High Shareholders have indicated they will not enter into this Agreement unless Link has arranged for the payment and discharge of all of Link’s liabilities, including all of Link’s accounts payable and any outstanding legal fees incurred prior to the Closing Date.  Accordingly, Link has agreed to arrange for the payment and discharge of all such liabilities.
 
Section 5.07    Assistance with Post-Closing SEC Reports and Inquiries  Upon the reasonable request of the Chance High Shareholders, after the Closing Date, Link shall cause Anthony Zaradic to use his reasonable best efforts to provide such information available to him, including information, filings, reports, financial statements or other circumstances of Link occurring, reported or filed prior to the Closing, as may be necessary or required by Link for the preparation of the reports that Link is required to file after Closing with the SEC to remain in compliance and current with its reporting requirements under the Exchange Act.
 
ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF LINK
 
The obligations of Link under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
 
Section 6.01    Accuracy of Representations and Performance of Covenants.  The representations and warranties made by Chance High and the Chance High Shareholders in this Agreement were true when made and shall be true at the Closing Date.  Chance High and the Chance High Shareholders shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing.
 
Section 6.02    Officer’s Certificate.  Link shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of Chance High to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of Chance High threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the CH Schedules, which might result in any material adverse change in any of the assets, properties, business, or operations of the Group.
 
Section 6.03    Good Standing.  Link shall have received a certificate of good standing from The Registrar of Corporate Affairs of the British Virgin Islands, dated as of no less than fifteen (15) business days prior the Closing Date, certifying that Chance High is in good standing as a company in the British Virgin Islands.

 
16

 
 
Section 6.04    No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
 
Section 6.05    Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Chance High and the Group after the Closing Date on the basis as presently operated shall have been obtained.
 
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS OF
CHANCE HIGH AND THE CHANCE HIGH SHAREHOLDERS
 
The obligations of Chance High and the Chance High Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:
 
Section 7.01    Accuracy of Representations and Performance of Covenants.  The representations and warranties made by Link in this Agreement were true when made and shall be true as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date.  Additionally, Link shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Link.
 
Section 7.02    Closing Certificate.  The Chance High Shareholders shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Link, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of Link threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the Link Schedules, by or against Link, which might result in any material adverse change in any of the assets, properties or operations of Link.
 
Section 7.03    Officer’s Certificate.  The Chance High Shareholders shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of Link, certifying that there are no existing liabilities as of the Closing Date and that each representations and warranties of Link contained in this Agreement shall be true and correct on and as of the Closing Date.
 
Section 7.04    Secretary’s Certificate.  The Chance High Shareholders shall have been furnished with a certificate dated the Closing Date and signed by the secretary of Link, certifying to the Chance High Shareholders the resolutions adopted by the Board of Directors of Link approving, as applicable, the transactions contemplated by this Agreement and the issuance of the Exchange Shares, certifying the current versions of its certificates of incorporation and bylaws or other organizational documents and certifying as to the signatures and authority of persons signing this Agreement and related documents on its behalf.

 
17

 
 
Section 7.05    Good Standing.  The Chance High Shareholders shall have received a certificate of good standing from the Secretary of State of Nevada, dated as of a date within ten days prior to the Closing Date, certifying that Link is in good standing as a corporation in the State of the Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.
 
Section 7.06    No Governmental Prohibition.  No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.
 
Section 7.07    Consents.  All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of Link after the Closing Date on the basis as presently operated shall have been obtained.
 
Section 7.08    Existing Shares.  All 3,600,000 shares of Common Stock issued outstanding as of September 30, 2009 shall have been validly cancelled prior to the Closing Date.
 
ARTICLE VIII
MISCELLANEOUS
 
Section 8.01    Brokers.  The parties agree that, except as described in the Memorandum, there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement.  Link and the Chance High Shareholders each agree to indemnify the other against any claim by any third person other than those described in the Memorandum for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.
 
Section 8.02    Governing Law; Venue.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper.  Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 
18

 
 
Section 8.03    Notices.  All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.
 
If to Link:

392 Acadia Drive S.E.
Calgary, Alberta
Canada T2J 0A8
Attention: Anthony Zaradic
Fax Number: (619) 512-5184

with a copy (which shall not constitute notice) to:

Synergen Law Group
819 Anchorage Place, Suite 28
Chula Vista, CA 91914
Attention: Karen Batcher
Fax: (619) 512-5184

If to Chance High or the Chance High Shareholders, to:

c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.                                                       
No. 9 Daxin Road, Zhifu District                                                                                  
Yantai, Shandong Province, China                                                                                
Attention: Hongwei Qu
Fax Number: +86-0535-6763559
 
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with a copy (which shall not constitute notice) to:

Ellenoff Grossman & Schole LLP
150 East 42nd Street, 11th Floor
New York, NY 10017
Attention: Barry I. Grossman, Esq.
Fax Number: (212) 370-7889

Any such notice or communication shall be deemed to have been given: (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by facsimile and receipt is confirmed by printed receipt and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 8.04    Confidentiality.  Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.  In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.
 
Section 8.05    Schedules; Knowledge.  Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.
 
Section 8.06    No Third Party Beneficiaries.  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.
 
Section 8.07    Expenses.  Whether or not the Exchange is consummated, each of the parties hereto will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.
 
Section 8.08    Entire Agreement.  This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.
 
Section 8.09    Survival; Termination.  The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.
 
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Section 8.10    Counterparts.  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.
 
Section 8.01    Amendment or Waiver.  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing.  At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.
 
Section 8.02    Best Efforts.  Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable.  Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein, both prior to and following the Closing.

[Signature Page Follow]

 
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IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.
 
LINK RESOURCES, INC.
 
     
By:
/s/ Anthony Zaradic
 
 
Name: Anthony Zaradic
 
 
Title: President
 
     
CHANCE HIGH INTERNATIONAL LIMITED
 
     
By:
/s/ Hongwei QU
 
 
Name: Hongwei Qu
 
 
Title: President
 
     
CHANCE HIGH SHAREHOLDERS:
 
     
GLORY PERIOD LIMITED
 
     
By:
/s/ Hongwei QU
 
 
Name: Hongwei QU
 
 
Title: President
 
     
   /s/ Wang Shulian
 
WANG Shulian
 
     
   /s/ LIU Shaocui
 
LIU Shaocui
 
     
   /s/ JIA Peicai
 
JIA Peicai
 
     
/s/ ZHANG Jingxin
 
ZHANG Jingxin
 

 
22

 

   /s/ LIANG Jiaxin
 
LIANG Jianxin
 
       
   /s/ YU Bohai
 
YU Bohai
 
       
   /s/ AN Zhongnan
 
AN Zhongnan
 
       
   /s/ XU Xiaosheng
 
XU Xiaosheng
 
       
   /s/ DONG Qin
 
DONG Qin
 
       
   /s/ LI Yanzhi
 
LI Yanzhi
 
       
   /s/FU Wei
 
FU Wei
 
       
   /s/WANG Zhizhen
 
WANG Zhizhen
 
       
PORTSWEALTH HOLDINGS LTD.
 
       
By:
/s/Linda Lee
 
 
Name:
Linda Lee
 
 
Title:
Manager
 

 
23

 

Schedule A

Chance High Shareholders

Name
 
Shares of Chance
High Held
   
Percentage of
Chance High
Shares Held
   
Shares of Link to
be Received Upon
Exchange
 
Glory Period Limited
    33,970       67.939 %     8,942,471  
WANG Shulian
    2,469       4.94 %     650,228  
LIU Shaocui
    1,850       3.70 %     487,013  
JIA Peicai
    615       1.23 %     161,899  
ZHANG Jingxin
    615       1.23 %     161,899  
LIANG Jianxin
    615       1.23 %     161,899  
YU Bohai
    1,235       2.47 %     325,114  
AN Zhongnan
    615       1.23 %     161,899  
XU Xiaosheng
    615       1.23 %     161,899  
DONG Qin
    308       0.617 %     81,213  
LI Yanzhi
    1,543       3.086 %     406,195  
FU Wei
    1,850       3.70 %     487,013  
WANG Zhizhen
    1,850       3.70 %     487,013  
Portswealth Holdings Ltd.
    1,850       3.70 %     486,745  
Total
    50,000       100.000 %     13,162,500  

 
 

 
EX-99.3 4 v171480_ex99-3.htm
Exhibit 99.3

LOCK-UP AGREEMENT

January 5, 2010

Euro Pacific Capital Inc.
88 Post Road West, 3rd Floor
Westport, CT 06880

Ladies and Gentlemen:

In order to induce Euro Pacific Capital, Inc. (the “Euro Pacific”) to act as lead placement agent agreement of Link Resources, Inc., a Nevada corporation (the “Company”), with respect to a private placement (the “Placement”) of the Company’s units, each consisting of an eight (8%) percent convertible promissory note and a common stock purchase warrant (each, a “Unit”), the undersigned hereby agrees that until 18 months following the date of the initial closing of Placement (the “Lock-up Period”), the undersigned will not, without the prior written consent of Euro Pacific (such consent not to be unreasonably withheld, conditioned or delayed), directly or indirectly: (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of common stock of the Company (the “Common Stock”) or securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares ”); (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with respect to any Beneficially Owned Shares, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not such transaction is to be settled by delivery of Beneficially Owned Shares, other securities, cash or other consideration; or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. Defined terms not otherwise defined in this Lock-up Agreement shall have the meanings set forth in the Securities Purchase Agreement by and between the Company and each Purchaser, dated as January 5, 2010 (the “Securities Purchase Agreement”).

If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Notwithstanding the foregoing, the undersigned may sell or otherwise transfer shares of Common Stock or Beneficially Owned Shares during the undersigned’s lifetime or on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided that the transferee thereof agrees to be bound by the restrictions set forth herein.

 
1

 

The undersigned hereby authorizes the Company during the Lock-up Period to cause any transfer agent for the Beneficially Owned Shares to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares subject to restriction hereunder for which the undersigned is the record holder and, in the case of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares for which the undersigned is the beneficial but not the record holder, agrees during the Lock-up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares subject to restriction hereunder.

The undersigned hereby represents and warrants to Euro Pacific and the Company that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms.  Upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof.  Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date first above written.

This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.  Delivery of a signed copy of this letter by facsimile or other electronic transmission shall be effective as delivery of the original hereof.

 
/s/ Hongwei QU
 
 
Hongwei QU
 

 
2

 
EX-99.4 5 v171480_ex99-4.htm
Exhibit 99.4

LOCK-UP AGREEMENT

January 5, 2010

Euro Pacific Capital Inc.
88 Post Road West, 3rd Floor
Westport, CT 06880

Ladies and Gentlemen:

In order to induce Euro Pacific Capital, Inc. (the “Euro Pacific”) to act as lead placement agent agreement of Link Resources, Inc., a Nevada corporation (the “Company”), with respect to a private placement (the “Placement”) of the Company’s units, each consisting of an eight (8%) percent convertible promissory note and a common stock purchase warrant (each, a “Unit”), the undersigned hereby agrees that until 18 months following the date of the initial closing of Placement (the “Lock-up Period”), the undersigned will not, without the prior written consent of Euro Pacific (such consent not to be unreasonably withheld, conditioned or delayed), directly or indirectly: (i) offer, sell, assign, transfer, pledge, contract to sell, or otherwise dispose of, any shares of common stock of the Company (the “Common Stock”) or securities convertible into or exercisable or exchangeable for Common Stock (including, without limitation, shares of Common Stock or any such securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations promulgated under the Securities Act of 1933, as the same may be amended or supplemented from time to time (such shares or securities, the “Beneficially Owned Shares ”); (ii) establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) with respect to any Beneficially Owned Shares, or otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock, whether or not such transaction is to be settled by delivery of Beneficially Owned Shares, other securities, cash or other consideration; or (iii) engage in any short selling of any Beneficially Owned Shares, Common Stock or securities convertible into or exercisable or exchangeable for Common Stock. Defined terms not otherwise defined in this Lock-up Agreement shall have the meanings set forth in the Securities Purchase Agreement by and between the Company and each Purchaser, dated as of January 5, 2010 (the “Securities Purchase Agreement”).

If (i) the Company issues an earnings release or material news or a material event relating to the Company occurs during the last seventeen (17) days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this Agreement shall continue to apply until the expiration of the eighteen (18)-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event.

Notwithstanding the foregoing, the undersigned may sell or otherwise transfer shares of Common Stock or Beneficially Owned Shares during the undersigned’s lifetime or on death by will or intestacy to the undersigned’s immediate family or to a trust, the beneficiaries of which are exclusively the undersigned and a member or members of the undersigned’s immediate family, provided that the transferee thereof agrees to be bound by the restrictions set forth herein.

 
1

 

The undersigned hereby authorizes the Company during the Lock-up Period to cause any transfer agent for the Beneficially Owned Shares to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares subject to restriction hereunder for which the undersigned is the record holder and, in the case of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares for which the undersigned is the beneficial but not the record holder, agrees during the Lock-up Period to cause the record holder to cause the relevant transfer agent to decline to transfer, and to note stop transfer restrictions on the stock register and other records relating to, such Common Stock, securities convertible into or exercisable or exchangeable for Common Stock or Beneficially Owned Shares subject to restriction hereunder.

The undersigned hereby represents and warrants to Euro Pacific and the Company that the undersigned has full power and authority to enter into this Agreement and that this Agreement constitutes the legal, valid and binding obligation of the undersigned, enforceable in accordance with its terms.  Upon request, the undersigned will execute any additional documents necessary in connection with enforcement hereof.  Any obligations of the undersigned shall be binding upon the successors and assigns of the undersigned from the date first above written.

This agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws principles thereof.  Delivery of a signed copy of this letter by facsimile or other electronic transmission shall be effective as delivery of the original hereof.

GLORY PERIOD LIMITED
 
       
By: 
/s/ Hongwei QU
 
 
Name:
Hongwei Qu
 
 
Title:
Executive Director
 

 
2

 
EX-99.5 6 v171480_ex99-5.htm
Exhibit 99.5

SECURITIES ESCROW AND PLEDGE AGREEMENT

This SECURITIES ESCROW AND PLEDGE AGREEMENT (this “Agreement”), dated as of January 5, 2010, is entered into by and among Link Resources, Inc., a Nevada corporation (the “Company”), Euro Pacific Capital, Inc., as representative of the Investors (the “Investor Representative”), Glory Period Limited, a company organized in the British Virgin Islands (the “Principal Stockholder”), and Escrow, LLC (the “Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings set forth in the Purchase Agreement (as defined below).

WHEREAS, concurrently with the execution hereof, the Company is consummating a private placement transaction with certain accredited investors (the “Investors”), whereby the Company will issue units, with each unit consisting of: (i) an eight (8%) percent senior convertible promissory note (the “Notes”) of the Company in the aggregate principal amount of $2.00, which Notes shall be convertible into shares of the Company’s common stock, par value $0.001 per share (together with any securities into which such shares may be reclassified, the “Common Stock”) and (ii) a common stock purchase warrant to purchase one (1) share of Common Stock  (the “Financing Transaction”);

WHEREAS, in connection with the Financing Transaction, the Company has entered into a Securities Purchase Agreement, dated as of the date hereof (the “Purchase Agreement”), by and among the Company and the Investors;

WHEREAS, in order to provide security to the Investors in the event of an occurrence of an Event of Default (as defined in the Notes) under the Notes , the Principal Stockholder has agreed to pledge and deposit stock certificate(s) representing 1,000,000 shares of Common Stock (the “Escrow Shares”) into escrow for the benefit of the Investors; and

WHEREAS, the Company and the Investor Representative (acting as the lawful agent and attorney-in-fact of the Investors) have requested that the Escrow Agent hold the Escrow Shares on the terms and conditions set forth in this Agreement and the Escrow Agent has agreed to act as escrow agent pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the covenants and mutual promises contained herein and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I.
TERMS OF THE ESCROW

Section 1.01          Appointment of Escrow Agent.  The parties hereby agree to appoint the Escrow Agent as escrow agent to act in accordance with the terms and conditions set forth in this Agreement, and Escrow Agent hereby accepts such appointment and agrees to act in accordance with such terms and conditions.
 
 
1

 

Section 1.02          Establishment of Escrow Account.

(a)           Upon the execution of this Agreement, the Principal Stockholder shall, as a pledge of securities, deposit the Escrow Agent a certificate or certificates representing the Escrow Shares, together with duly executed stock powers or other appropriate transfer documents executed in blank by the Principal Stockholder (such certificates and such transfer documents, collectively, the “Escrow Materials”).  The Escrow Agent shall hold the Escrow Materials and distribute the same as contemplated by this Agreement.

(b)           The Principal Stockholder and the Investor Representative (as the lawful agent and attorney-in-fact of the Investors) hereby agree that the deposit by the Principal Stockholder of the Escrow Materials with the Escrow Agent on the terms and conditions set forth herein is intended to be a bona fide pledge of securities by an affiliate of the Company for the benefit of the Investors (as pledgees), in each case within the meaning of and as contemplated by Rule 144(d)(3)(iv) promulgated by the Securities and Exchange Commission.

Section 1.03          Release of Escrow Shares.

(a)           Release Upon an Event of Default.  Upon and anytime after the occurrence of an Event of Default (following the expiration of applicable cure periods, as the case may be, as provided for in the Notes), and provided that the Investors have incurred damages as a result of the occurrence of such Event of Default, the Investor Representative shall have the right to provide written notice of such Event of Default (the “Default Notice”) to the Escrow Agent, with copies to the Principal Stockholder and the Company.  The Default Notice shall contain a written description of: (i) the specific Event of Default(s) which occurred and (ii) a recitation of the damages incurred by the Investors as a result thereof.  As soon as is practicable after receipt of the Default Notice, the Escrow Agent shall deliver to the Investor Representative the Escrow Materials held by the Escrow Agent hereunder.  Upon receipt of the Escrow Materials, the Investor Representative shall have the right to distribute the Escrow Shares to the Investors then holding Notes based on their pro rata participation in the Financing Transaction, provided that any such distribution shall be undertaken in full compliance with all applicable federal, state or foreign laws, rules and regulations.  The Investor Representative shall indemnify and hold harmless the Company, the Principal Stockholder and their respective affiliates from and against (and shall pay for, on demand, the cost of) all claims, damages, costs, fees and expenses incurred by them as a result of the failure by the Investor Representative to distribute the Escrow Shares in compliance with applicable federal, state or foreign laws, rules and regulations.

(b)           Release and Termination Upon Payment or Conversion.  Upon the earlier to occur of: (i) the full payment of all amounts due to the Investors under the Notes by repayment in accordance with the terms of the Notes or (ii) the conversion of fifty percent (50%) of the principal face value of Notes into shares of Common Stock in accordance with the terms of the Notes (the date of earlier to occur of such two events being referred to as the “Release Date”), all parties hereto (including the Investor Representative on behalf of all Investors) shall notify the Escrow Agent to such effect in writing.  Upon receipt of such written notice, the Escrow Agent shall return all Escrow Materials to the Principal Stockholder, whereupon any and all rights of Investor Representative and the Investors in the Escrow Materials shall be terminated.  Notwithstanding anything to the contrary contained herein, upon the Release Date, this Agreement and the Investors’ rights in and to the Escrow Shares shall terminate.
 
 
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Section 1.04          Compensation.  For services rendered pursuant to this Agreement, the Company shall pay a documentation fee to the Escrow Agent of $1,000.00 out of the proceeds of the Financing Transaction.

ARTICLE II.
REPRESENTATIONS OF THE PRINCIPAL STOCKHOLDER
 
Section 2.01          Representations and Warranties. The Principal Stockholder hereby represents and warrants to the Investors and the Investor Representative as follows:
 
(a)           The Principal Stockholder is the record and beneficial owner of the Escrow Shares placed into escrow and owns the Escrow Shares, free and clear of all pledges, liens, claims and encumbrances, except encumbrances created by this Agreement. There are no restrictions on the ability of the Principal Stockholder to transfer the Escrow Shares, other than transfer restrictions under the Lock-Up Agreement and/or applicable federal and state securities laws.

(b)           The performance of this Agreement and compliance with the provisions hereof will not violate any provision of any law applicable to the Principal Stockholder and will not conflict with or result in any material breach of any of the terms, conditions or provisions of, or constitute a default under the terms of the certificate of incorporation or by-laws of the Principal Stockholder, or any indenture, mortgage, deed of trust or other agreement or instrument binding upon the Principal Stockholder or affecting the Escrow Shares or result in the creation or imposition of any lien, charge or encumbrance upon, any of the properties or assets of the Principal Stockholder, the creation of which would have a material adverse effect on the business and operations of the Principal Stockholder. No notice to, filing with, or authorization, registration, consent or approval of any governmental authority or other person is necessary for the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby by the Principal Stockholder, other than those already obtained. Upon the transfer of the Escrow Shares to the Investors pursuant to this Agreement, the Investors will be the record and beneficial owners of all of such shares and have good and valid title to all of such shares, free and clear of all encumbrances.

ARTICLE III.
ESCROW AGENT

Section 3.01          The Escrow Agent’s duties hereunder may be altered, amended, modified or revoked only by a writing signed by the Company, the Principal Stockholder, the Investor Representative and the Escrow Agent.

Section 3.02          The Escrow Agent shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Agent to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall not be personally liable for any act the Escrow Agent may do or omit to do hereunder as the Escrow Agent while acting in good faith and in the absence of gross negligence, fraud or willful misconduct, and any act done or omitted by the Escrow Agent pursuant to the advice of the Escrow Agent’s attorneys-at-law shall be conclusive evidence of such good faith, in the absence of gross negligence, fraud or willful misconduct.
 
 
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Section 3.03          The Escrow Agent is hereby expressly authorized to disregard any and all warnings given by any of the parties hereto or by any other person or corporation, excepting only orders or process of courts of law and is hereby expressly authorized to comply with and obey orders, judgments or decrees of any court. In case the Escrow Agent obeys or complies with any such order, judgment or decree, the Escrow Agent shall not be liable to any of the parties hereto or to any other person, firm or corporation by reason of such decree being subsequently reversed, modified, annulled, set aside, vacated or found to have been entered without jurisdiction.

Section 3.04          The Escrow Agent shall not be liable in any respect on account of the identity, authorization or rights of the parties executing or delivering or purporting to execute or deliver any documents or papers deposited or called for thereunder in the absence of gross negligence, fraud or willful misconduct.

Section 3.05          The Escrow Agent shall be entitled to employ such legal counsel and other experts as the Escrow Agent may deem necessary to properly advise the Escrow Agent in connection with the Escrow Agent’s duties hereunder, may rely upon the advice of such counsel, and may pay such counsel reasonable compensation therefor which shall be paid by the Escrow Agent.

Section 3.06          The Escrow Agent’s responsibilities as escrow agent hereunder shall terminate if the Escrow Agent shall resign by giving written notice to the Company and the Investors. In the event of any such resignation, the Investors and the Company shall appoint a successor Escrow Agent and the Escrow Agent shall deliver to such successor Escrow Agent any escrow funds and other documents held by the Escrow Agent.

Section 3.07          If the Escrow Agent reasonably requires other or further instruments in connection with this Escrow Agreement or obligations in respect hereto, the necessary parties hereto shall use its best efforts to join in furnishing such instruments.

Section 3.08          It is understood and agreed that should any dispute arise with respect to the delivery and/or ownership or right of possession of the documents or the Escrow Shares or Escrow Materials held by the Escrow Agent hereunder, the Escrow Agent is authorized and directed in the Escrow Agent’s sole discretion (1) to retain in the Escrow Agent’s possession without liability to anyone all or any part of said documents or the Escrow Shares until such disputes shall have been settled either by mutual written agreement of the parties concerned by a final order, decree or judgment or a court of competent jurisdiction after the time for appeal has expired and no appeal has been perfected, but the Escrow Agent shall be under no duty whatsoever to institute or defend any such proceedings or (2) to deliver the Escrow Shares and any other property and documents held by the Escrow Agent hereunder to a state or Federal court having competent subject matter jurisdiction and located in the City of New York, Borough of Manhattan, in accordance with the applicable procedure therefor.

Section 3.09          The Company agrees to indemnify and hold harmless the Escrow Agent and its partners, employees, agents and representatives from any and all claims, liabilities, costs or expenses in any way arising from or relating to the duties or performance of the Escrow Agent hereunder or the transactions contemplated hereby other than any such claim, liability, cost or expense to the extent the same shall have been determined by final, unappealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, fraud or willful misconduct of the Escrow Agent.
 
 
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ARTICLE IV.
MISCELLANEOUS
 
Section 4.01          Investor Representative Status.  Investor Representative hereby represents and warrants to the Company, the Principal Stockholder and the Escrow Agent that, pursuant to the terms of the Purchase Agreement, it is the lawful agent and attorney-in-fact of each of the Investors and has the due power and authority to act on behalf of the Investors under this Agreement.

Section 4.02          Waiver.  No waiver of, or any breach of any covenant or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof, or of any other covenant or provision herein contained. No extension of time for performance of any obligation or act shall be deemed an extension of the time for performance of any other obligation or act.

Section 4.03          Notices. All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the intended recipient as follows: (i) if personally delivered, on the business day of such delivery (as evidenced by the receipt of the personal delivery service), (ii) if mailed certified or registered mail return receipt requested, two (2) business days after being mailed, (iii) if delivered by overnight courier (with all charges having been prepaid), on the business day of such delivery (as evidenced by the receipt of the overnight courier service of recognized standing), or (iv) if delivered by facsimile transmission, on the business day of such delivery if sent by 6:00 p.m. in the time zone of the recipient, or if sent after that time, on the next succeeding business day (as evidenced by the printed confirmation of delivery generated by the sending party’s fax machine).  If any notice, demand, consent, request, instruction or other communication cannot be delivered because of a changed address of which no notice was given (in accordance with this Section 4.02), or the refusal to accept same, the notice, demand, consent, request, instruction or other communication shall be deemed received on the second business day the notice is sent (as evidenced by a sworn affidavit of the sender).  All such notices, demands, consents, requests, instructions and other communications will be sent to the following addresses or facsimile numbers as applicable.
 
If to Escrow Agent:
Escrow, LLC
215 Mockingbird Lane
Warrenton, VA  20186
Attention: Johnnie L. Zarecor
Telephone: (540) 347-2212
Fax: (540) 347-2291
 
 
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If to the Company or the Principal Stockholder:

c/o Yantai Bohai Pharmaceuticals Group Co. Ltd.
No. 9 Daxin Road, Zhifu District
Yantai, Shandong Province, China
Attention: Hongwei Qu
Fax Number: +86-0535-6763559
 
With a copy to (which shall not constitute notice):

Ellenoff Grossman & Schole LLP
150 East 42nd Street, 11th Floor
New York, NY 10017
Attention: Barry I. Grossman, Esq.
Fax No.: (212) 370-7889
 
If to the Investor Representative:

Euro Pacific Capital, Inc.
88 Post Road West, 3rd Floor
Westport, CT 06880
Attention: Mr. Thomas Tan
Fax Number: (203) 662-9771

With a copy to (which shall not constitute notice):

Pillsbury Winthrop Shaw Pittman LLP
2300 N Street N.W.
Washington, DC  20037
Attention:  Louis A. Bevilacqua, Esq.
Fax No.:  (202) 663-8007

or to such other address and to the attention of such other person as any of the above may have furnished to the other parties in writing and delivered in accordance with the provisions set forth above.
 
 
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Section 4.04         Successors and Assigns. This Escrow Agreement shall be binding upon and shall inure to the benefit of the permitted successors and permitted assigns of the parties hereto.

Section 4.05         Entire Agreement; Amendment. This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior and/or contemporaneous understandings and agreements of any kind and nature (whether written or oral) among the parties with respect to such subject matter. This Escrow Agreement may not be modified, changed, supplemented, amended or terminated, nor may any obligations hereunder be waived, except by written instrument signed by the parties to be charged or by its agent duly authorized in writing or as otherwise expressly permitted herein. Notwithstanding anything to the contrary in this Agreement, none of the provisions of Article I hereof or this Section 4.4 may be modified, changed, supplemented, amended or terminated, nor may any such provision be waived, without the prior written consent of the Investors holding a majority of the Preferred Shares as of the date of such modification, change, supplement, amendment, termination or waiver (based on the aggregate number of Preferred Shares held by all of the Investors as of the date of such modification, change, supplement, amendment, termination or waiver).

Section 4.06         Headings. The section headings contained in this Agreement are inserted for reference purposes only and shall not affect in any way the meaning, construction or interpretation of this Agreement. Any reference to the masculine, feminine, or neuter gender shall be a reference to such other gender as is appropriate. References to the singular shall include the plural and vice versa.

Section 4.07         Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to any of the conflicts of law principles which would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or construed with any presumption against the party causing this Agreement to be drafted.
 
[Signature Page Follows]

 
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IN WITNESS WHEREOF, the parties hereto have executed this Securities Escrow and Pledge Agreement as of date first written above.

COMPANY:
 
LINK RESOURCES INC.
   
By:
/s/ Anthony Zaradic
 
Name: Anthony Zaradic
 
Title:   President
   
INVESTOR REPRESENTATIVE:
 
EURO PACIFIC CAPITAL, INC.
   
By:
/s/Gordon McBean
 
Name: Gordon McBean
 
Title:   Head of Capital Markets
   
PRINCIPAL STOCKHOLDER:
 
GLORY PERIOD LIMITED
   
By:
/s/ Hongwei Qu
 
Name: Hongwei QU
 
Title:   President
   
ESCROW AGENT:
 
ESCROW, LLC
   
By:
/s/ Johnnie Zarecor
 
Name: Johnnie Zarecor
 
Title:   Vice President

 
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EX-99.6 7 v171480_ex99-6.htm
Exhibit 99.6

INCENTIVE OPTION AGREEMENT
 
BETWEEN


AND

Qu Hongwei

Date: December 7, 2009

 
1

 

THIS INCENTIVE OPTION AGREEMENT (this "Agreement") is made on December 7, 2009 by and between TAN Shaohua, a Singapore citizen (the "Grantor") and Qu Hongwei ("Grantee").
 
The Grantor and the Grantee are collectively referred to as the "Parties" and each of them as a "Party".
 
Whereas, the Grantor owns 10,000 (100%) issued and outstanding shares of Glory Period Limited (the “Company”), a British Virgin Islands company.
 
Whereas, the Company is the principle shareholder of Chance High International Limited, another British Virgin Islands company (“Chance High”), which intends to complete a reverse merger with Link Resources Inc., a public shell company, whose common stock is traded on the OTCBB market (the "Public Company"), as a result of which Chance High will be a wholly-owned subsidiary of Public Company and the Company will become a major shareholder of the Public Company;
 
Whereas, the Grantee agrees that the Grantor transfers all shares of Chance High owned by Grantor to the Company or the persons designed by it, and terminates the Incentive Option Agreement dated July 2, 2009 on Effective Date;
 
Whereas, the Grantor has agreed to grant to the Grantee, and the Grantee has agreed to accept from the Grantor, an incentive option (the “Option”) to purchase certain number of ordinary shares of the Company (the "Option Shares") as set forth in Schedule A to this Agreement.
 
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
 
1.
DEFINITIONS

1.1.
Defined Terms : In this Agreement (including the Recitals and the Schedules), unless the context otherwise requires, the following words and expressions shall have the following meanings:

"Business Day" means a day (other than Saturdays, Sundays and public holidays) on which banks are generally open for business in China;

"China" or "PRC" means the People's Republic of China;

"Completion Date" means the date falling seven (7) Business Days after the service of the Exercise Notice by the Grantee on the Company;

"Completion" means the completion of the sale to and purchase by the Grantee of the Option Shares under this Agreement;

"Distributions" means any cash proceeds arising from or in respect of, or in exchange for, or accruing to or in consequence of the Option Shares from the Effective Date to the Completion Date, including without limitation the Dividends.

"Dividends" means the dividends declared by the Company and accrued in respect of the Option Shares (whether or not such dividends shall have been paid and received by the Grantee);
 
2


"Effective Date" means the date of Share Exchange;

"Exercise" means the exercise by the Grantee or his Nominee(s) of the Option pursuant to the terms of this Agreement;

"Exercise Notice" means the notice substantially in the form set out in Part I of Schedule B;

"Exercise Price" means the exercise price to be paid by the Grantee to the Grantor in respect of the Option Shares issued to such Grantee as set forth opposite his name in Schedule A;

"Nominee" means such person nominated by a Grantee in the Transfer Notice to be the transferee of the Option or Option Shares;

"Option Effective Date" has the meaning ascribed to it in Clause 2.3;

"RMB" means the lawful currency of China;

Share Exchange” means the transaction, by means of one or more agreements,  among the shareholders of Chance High International Limited, on the one hand and the Public Company, on the other hand, by which the shareholders of Chance High International Limited contributed their shares of stock of Chance High International Limited to the Public Company, and the Public Company issued stock to the shareholders of Chance High International Limited, with the result that Chance High International Limited became a wholly-owned subsidiary of the Public Company and the former shareholders of Chance High International Limited and their designees held about 81 % of the outstanding capital stock of the Public Company.

"Transfer Notice" means the notice substantially in the form set out in Part II of Schedule B;

"US$" or "United States Dollar" means the lawful currency of the United States of America.

1.2.
Interpretation: Except to the extent that the context requires otherwise:

 
1.2.1
words denoting the singular shall include the plural and vice versa; words denoting any gender shall include all genders; words denoting persons shall include firms and corporations and vice versa;

 
1.2.2
any reference to a statutory provision shall include such provision and any regulations made in pursuance thereof as from time to time modified or re-enacted whether before or after the date of this Agreement and (so far as liability thereunder may exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which such provisions or regulations have directly or indirectly replaced;
 
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1.2.3
the words "written" and "in writing" include any means of visible reproduction;

 
1.2.4
any reference to "Clauses", "Recitals" and "Schedules" are to be construed as references to clauses and recitals of, and schedules to, this Agreement; and

 
1.2.5
any reference to a time of day is a reference to China time unless provided otherwise.

1.3.
Headings: The headings in this Agreement are inserted for convenience only and shall be ignored in construing this Agreement.

2.
OPTION

2.1.
Option: The Grantor hereby irrevocably and unconditionally grants to such Grantee an Option for such Grantee to acquire from the Grantor, at the Exercise Price, at any time during the Exercise Period (defined below), to the extent that the Option has vested, any or all of the Option Shares set forth opposite such Grantee’s in Schedule A hereto, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights attaching thereto on the Completion Date.

2.2.
Vesting Schedule: Subject to the terms and conditions hereto, the Option may be exercised, in whole or in part, in accordance with the following schedule:

34% of the Option Shares subject to the Option shall vest and become exercisable on September 1, 2010, 33% of the Option Shares subject to the Option shall vest and become exercisable on September 1, 2011 and 33% of the Option Shares subject to the Option shall vest and become exercisable on September 1, 2012.

2.3.
Exercise Period: The Option shall vest and become effective and exercisable at the times commencing on the dates set forth in Section 2.2 (the “Option Effective Date”) and shall expire five years from the date of the Option.  The Option may be exercised by the Grantee (or his Nominee on behalf of the Grantee), to the extent that the Option shall have vested, and only to that extent, at any time prior to five years from the date of this Option (“Exercise Period”).

2.4.
Nominees: The Grantee may, at any time during the Exercise Period, at his sole discretion, nominate one or more person(s) (each a “Nominee”) to be the transferee(s) of whole or part of the shares subject to his Option, who shall hold and/or exercise the transferred Option on behalf of the Grantee.

2.5.
Exercise Notice: The Option may be exercised by the Grantee or his Nominee(s), in whole or in part, at any time during the Exercise Period, by serving an Exercise Notice on the Company.

2.6.
Exercise: The Grantor agrees that he shall, upon receipt of the Exercise Notice, transfer to the Grantee (or his Nominee(s), as the case may be) any and all of the Option Shares specified in the Exercise Notice, free from all claims, liens, charges, pledges, mortgages, trust, equities and other encumbrances, and with all rights now or hereafter attaching thereto.  The Option shall be exercisable only in compliance with the laws and regulations of the PRC and the British Virgin Islands, and such Grantee (or his Nominee(s), as the case may be) shall complete any and all approval or registration procedures regarding the exercise of his Option at PRC competent authorities in accordance with applicable PRC laws and regulations.
 
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2.7.
Transfer Notice: In case that a Grantee transfers any or all of his Option to one or more Nominee(s) in accordance with Clause 2.4 above, the Grantee shall serve a Transfer Notice on the Grantor.

2.8.
Transfer to Nominees: The Grantor agrees that he shall, upon receipt of the Transfer Notice, take all actions necessary to allow the Nominee(s) to be entitled to any or all of Option Shares specified in the Transfer Notice.

Upon exercise by any Nominee(s) of the transferred Option on behalf of the Grantee, the Grantee shall serve the Exercise Notice on the Grantor in his own name for the exercising Nominee(s).  Upon receipt of such Exercise Option, the Grantor shall issue to such Nominee(s) any and all of the relevant Option Shares in the same manner as specified in Clause 2.6.

2.9.
Payment of Exercise Price: Upon Exercise of the Option in whole or in part, the Grantee (or his Nominee(s), as the case may be) shall pay the Exercise Price to the Grantor.

2.10.
The Grantor’s Obligation upon Exercise: The Grantor agrees that upon the Exercise of any Option by a Grantee (or his Nominee(s)), he shall cause and procure the number of Option Shares provided in the Exercise Notice to be transferred to the Grantee (or his Nominee(s)) within seven (7) Business Days after the date of the Exercise Notice.

3.
INFORMATION, DISTRIBUTIONS AND ADJUSTMENTS

3.1.
Information: The Grantee shall be entitled to request from the Grantor at any time before the Completion, a copy of any information received from the Grantor which may be in the possession of the Grantor and, upon such request, the Grantor shall provide such information to the Grantee.

3.2.
Distributions: The Grantor agrees that each Grantee shall be entitled to all the Distributions in respect of his Option Shares.  In the event that any such Distributions have been received by the Grantor for any reason, the Grantor shall cause the existing shareholder at the request of the Grantee to pay an amount equivalent to the Distributions received to the Grantee.

3.3.
Adjustments: If, prior to the Completion, the Company shall effect any adjustment in its share capital (such as share split, share dividend, share combination or other similar acts), then the number of Option Shares and the Exercise Price shall be adjusted accordingly to take into account such adjustment.

4.
COMPLETION

4.1.
Time and Venue: Completion of the sale and purchase of the Option Shares pursuant to the Exercise shall take place at such place decided by the Grantee on the Completion Date and reasonably acceptable to the Grantor.  The parties agree that Hong Kong is a reasonable place for the completion of the sale.
 
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4.2.
Business at Completion: At Completion of each Exercise, all (but not part only) of the following shall be transacted:

 
4.2.1
the exercising Grantee shall pay the Exercise Price to the Grantor by wire transfer or such other method as shall be reasonably acceptable to Grantor;

 
4.2.2
the Grantor shall, and to the extent that any action on the part of other shareholders or the directors is required, procure the then existing shareholders and directors of the Company to, within seven (7) Business Days after the date of Exercise Notice, deliver to the exercising Grantee (or his Nominee(s), same below) the following documents and take all corporate actions necessary to give effect to such delivery:

 
(a)
a share certificate or share certificates in respect of the number of the Option Shares exercised by the Grantee;

 
(b)
a certified true copy of the register of members of the Company updated to show the entry of the Grantee as the holder of the Option Shares so exercised; and

 
(c)
any other documents as the Grantee may reasonably believe necessary to give effect to the transfer of the exercised Option Shares.

5.
CONFIDENTIALITY

The transaction contemplated hereunder and any information exchanged between the Parties pursuant to this Agreement will be held in complete and strict confidence by the concerned Parties and their respective advisors, and will not be disclosed to any person except: (i) to the Parties’ respective officers, directors, employees, agents, representatives, advisors, counsel and consultants that reasonably require such information and who agree to comply with the obligation of non-disclosure pursuant to this Agreement; (ii) with the express prior written consent of the other Party; or (iii) as may be required to comply with any applicable law, order, regulation or ruling, or an order, request or direction of a government agency; provided, however, that the foregoing shall not apply to information that: (1) was known to the receiving Party prior to its first receipt from the other Party; (2) becomes a matter of public knowledge without the fault of the receiving Party; or (3) is lawfully received by the Party from a third person with no restrictions on its further dissemination.

6.
GRANTOR’S UNDERTAKINGS

Without the prior written consent of Grantee, the Grantor shall not and shall procure the Company not to, (i) issue or create any new shares, equity, registered capital, ownership interest, or equity-linked securities, or any options or warrants that are directly convertible into, or exercisable or exchangeable for, shares, equity, registered capital, ownership interest, or equity-linked securities of the Company, or other similar equivalent arrangements, (ii) alter the shareholding structure of the Company (other than as a result of the transfer of existing shares pursuant to this agreement), (iii) cancel or otherwise alter the Option Shares, (iv) amend the register of members or the memorandum and articles of association of the Company, (v) liquidate or wind up the Company, or (vi) act or omit to act in such a way that would be detrimental to the interest of the Grantee in the Option Shares.  The Grantor shall disclose to the Grantee true copies of all the financial, legal and commercial documents of the Company and the resolutions of the shareholders and the board of directors.
 
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7.
MISCELLANEOUS

7.1.
Indulgence, Waiver Etc: No failure on the part of any Party to exercise and no delay on the part of such Party in exercising any right hereunder will operate as a release or waiver thereof, nor will any single or partial exercise of any right under this Agreement preclude any other or further exercise of it or any other right or remedy.

7.2.
Effective Date and Continuing Effect of Agreement: This Agreement shall take effect from the Effective Date.  All provisions of this Agreement shall not, so far as they have not been performed at Completion, be in any respect extinguished or affected by Completion or by any other event or matter whatsoever and shall continue in full force and effect so far as they are capable of being performed or observed, except in respect of those matters then already performed.

7.3.
Successors and Assigns: This Agreement shall be binding on and shall ensure for the benefit of each of the Parties' successors and permitted assigns. Any reference in this Agreement to any of the Parties shall be construed accordingly.

7.4.
Further Assurance: At any time after the date of this Agreement, each of the Parties shall, and shall use its best endeavors to procure that any necessary third party shall, execute such documents and do such acts and things as any other Party may reasonably require for the purpose of giving to such other Party the full benefit of all the provisions of this Agreement.

7.5.
Remedies: No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any Party shall not constitute a waiver by such Party of the right to pursue any other available remedies.

7.6.
Severability of Provisions: If any provision of this Agreement is held to be illegal, invalid or unenforceable in whole or in part in any jurisdiction, this Agreement shall, as to such jurisdiction, continue to be valid as to its other provisions and the remainder of the affected provision; and the legality, validity and enforceability of such provision in any other jurisdiction shall be unaffected.

7.7.
Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of the British Virgin Islands.
 
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7.8.
Dispute Resolution: In the event of any dispute, claim or difference (the "Dispute") between any Parties arising out of or in connection with this Agreement, the Dispute shall be resolved in accordance with the following:
 
(a)
Negotiation between Parties; Mediations.  The Parties agree to negotiate in good faith to resolve any Dispute.  If the negotiations do not resolve the Dispute to the reasonable satisfaction of all parties within thirty (30) days, subsection (b) below shall apply.
 
 
 (b)
Arbitration.  In the event the Parties are unable to settle a Dispute in accordance with subsection (a) above, such Dispute shall be referred to and finally settled by arbitration at Hong Kong International Arbitration Centre in accordance with the UNCITRAL Arbitration Rules (the “UNCITRAL Rules”) in effect, which rules are deemed to be incorporated by reference into this subsection (b).  The arbitration tribunal shall consist of three arbitrators to be appointed according to the UNCITRAL Rules.  The language of the arbitration shall be English.

7.9.
Counterparts: This Agreement may be signed in any number of counterparts, all of which taken together shall constitute one and the same instrument.  Any Party hereto may enter into this Agreement by signing any such counterpart.

[SIGNATURE PAGE FOLLOWS]

 
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IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantor

By:
/s/ TAN Shaohua
Name: TAN Shaohua
 
[SIGNATURE PAGE TO INCENTIVE OPTION AGREEMENT]
 
 

 

IN WITNESS WHEREOF the Parties hereto have executed this Agreement on the date first above written.

The Grantee

By:
/s/ Hongwei Qu
Name: QU Hongwei
 
[SIGNATURE PAGE TO INCENTIVE OPTION AGREEMENT]

 

 

SCHEDULE A

Grantee and Option Shares
 
 
Grantee
 
Number of 
Option Shares
 
Exercise Price
QU Hongwei
 
10000 ordinary shares
 
USD 2.00 per share

 

 
 
SCHEDULE B

Part I

Form of Exercise Notice

To:  [        ](the “Grantor”)

From     :  [                    ] (the “Grantee”)

We refer to the Incentive Option Agreement (the "Option Agreement") dated December 7,  2009 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

We hereby give you notice that we require you to sell to us / [Nominees' names] in accordance with the terms and conditions of the Option Agreement, the following Option Shares at the Exercise Price set out below, subject to the terms and conditions set out in the Option Agreement. Completion shall take place at [    ] on [                   ] at the office of [                   ].

Grantee
 
Option Shares
 
Exercise Price
         

Dated [                          ]

Yours faithfully

 
Name:
  [Grantee]

 

 

Party II

Form of Transfer Notice

To: [                ] (the “Grantor”)
From:[                                   ] (the “Grantee”)

We refer to the Incentive Option Agreement (the "Option Agreement") dated December 7, 2009 made between the Grantee and the Grantor.  Terms defined in the Option Agreement shall have the same meanings as used herein.

We hereby give you notice that we will transfer to [Nominees' names] the following portion of the Option, expressed in terms of the number of Option Shares represented by the portion of the Option transferred in accordance with the terms and conditions of the Option Agreement,.

Grantee
 
Nominees
 
Option Shares Represented
         
         
         
         
         

Dated [                          ]

Yours faithfully

 
Name:
  [Grantee]

 

 
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