-----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, WKZYCjnGAuKqq3dkxXlpRMtSxJKO9xpfyaIAvyUm49ri64E63GRrde/v1+zyeySQ MqoZs/DAKnqrUnbqdzNNSA== 0001108017-04-000482.txt : 20040819 0001108017-04-000482.hdr.sgml : 20040819 20040819095202 ACCESSION NUMBER: 0001108017-04-000482 CONFORMED SUBMISSION TYPE: DEF 14C PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20040723 FILED AS OF DATE: 20040819 EFFECTIVENESS DATE: 20040819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUN CITY INDUSTRIES INC CENTRAL INDEX KEY: 0000095302 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 590950777 STATE OF INCORPORATION: DE FISCAL YEAR END: 0201 FILING VALUES: FORM TYPE: DEF 14C SEC ACT: 1934 Act SEC FILE NUMBER: 001-06914 FILM NUMBER: 04985319 BUSINESS ADDRESS: STREET 1: 1220 GLENMORE DR. CITY: APOPKA STATE: FL ZIP: 32712 BUSINESS PHONE: 407-8802213 MAIL ADDRESS: STREET 1: 1220 GLENMORE DRIVE CITY: APOPKA STATE: FL ZIP: 32712 FORMER COMPANY: FORMER CONFORMED NAME: SUN CITY DAIRY PRODUCTS INC DATE OF NAME CHANGE: 19690727 DEF 14C 1 suncitydef14c.htm 14c for sun city

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

Check the appropriate box:

[ ] Preliminary information statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

[X] Definitive information statement

SUN CITY INDUSTRIES, INC.
(Name of Registrant as Specified in Its Charter)

Payment of Filing Fee (Check the appropriate box):

[x] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

(1)

Title of each class of securities to which transaction applies:

(2)

Aggregate number of securities to which transaction applies:

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

(4)

Proposed maximum aggregate value of transaction:

(5)

Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

(1)

Amount Previously Paid:

(2)

Form, Schedule or Registration Statement No.

(3)

Filing Party:

(4)

Date Filed:

SUN CITY INDUSTRIES, INC.
110 Sarasota Quay, Suite B
Sarasota, Florida 34236

August 19, 2004

SUN CITY INDUSTRIES, INC.
110 Sarasota Quay, Suite B
Sarasota, Florida 34236

August 19, 2004

Dear Stockholder:

We have obtained the written consent of certain of our stockholders of record as of July 23, 2004 to approve the election of new directors; ratify the election of Dr. Tony Frudakis; ratify execution of the Reorganization Agreement and Amendments; agree to be bound by a Consulting Agreement with Coast to Coast Equity Group, Inc. and the Warrant Agreement with them, and other items set forth in the enclosed Information Statement. We will amend our name to Worldwide Biotech & Pharmaceutical Corp. or a similar name approved by stockholders representing a majority of the voting power of the outstanding shares of capital stock of the company. Your consent is not required and is not being solicited in connection with these actions.

Pursuant to Section 228 of the Delaware General Corporation Law, you are hereby being provided with notice of the approval of these actions by less than unanimous written consent of our stockholders. Pursuant to the Securities Exchange Act of 1934, as amended, with this letter you are being furnished an information statement relating to these actions.

By Order of the Board of Directors

/s/ Tony Frudakis
Dr. Tony Frudakis

INFORMATION STATEMENT

GENERAL

This Information Statement (the “Statement”) is being furnished on or about August 5, 2004 by Coast to Coast Equity Group, Inc., who is a majority shareholder, and Dr. Tony Frudakis, President of Sun City Industries, Inc., a Delaware corporation (the “Corporation”) to record holders of Common Stock as of the record date of July 23, 2004 (the “Record Date”) in connection with a written consent (the “Consent”), from the holder of the majority of Common Stock of the Corporation in lieu of holding a meeting (“Holder”):

(1)

Elect Wenxia Guo, Peiyi Tian, Jianjun Liu, and Humin Zhang, as directors of the Corporation and accept the resignation of Michael Manion;

(2)

Ratify the election of Dr. Tony Frudakis as Director and President by virtue of the Consent dated June 28, 2004;

(3)

Ratify execution of the Reorganization Agreement and Amendment to Reorganization Agreement and close of the transaction, represented by the Reorganization Agreement including all conditions thereto (attached hereto as Exhibit A);

(4)

Agree to be bound by the Consulting Services Agreement and Addendum to Consulting Services Agreement entered into between Coast to Coast Equity Group, a Florida corporation, and YangLing Daiying Biological Engineering Company, Ltd., a Florida corporation, a copy which is attached hereto as Exhibit B;

(5)

Agree to be bound by Warrant Agreement entered into between Coast to Coast Equity Group, Inc., and YangLing Daiying Biological Engineering Company, Ltd., a copy of which is attached hereto as Exhibit C;

(6)

Consummate a spin-off of the transaction wherein the Corporation may spin-off and create a new entity utilizing the post-closing shareholder base of the Corporation as set forth in the Reorganization Agreement;

(7)

Amend the Corporation’s Certificate of Incorporation so as to authorize the issuance of additional capital stock, including Preferred Stock of the Company;

(8)

Change the name of the Corporation to Worldwide Biotech & Pharmaceutical Company or a similar name;

(9)

Change the fiscal year to end as of June 30.

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

SUMMARY OF THE CONSENT

The Consent represents the approval by the Holder to:

(1)

Elect Wenxia Guo, Peiyi Tian, Jianjun Liu, and Humin Zhang, as directors of the Corporation and accept the resignation of Michael Manion

(2)

Ratify the election of Dr. Tony Frudakis as Director and President by virtue of the Consent dated June 28, 2004;

(3)

(4)

(5)

(6)

(7)

Amend the Corporation’s Certificate of Incorporation so as to authorize the issuance of additional capital stock, including Preferred Stock of the Company;

(8)

Change the name of the Corporation to Worldwide Biotech & Pharmaceutical Company or a similar name;

(9)

Change the fiscal year to end as of June 30.

SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

As of the Record Date, there were 1,057,102 shares of Common Stock issued and outstanding. The following table sets forth, as of the Record Date the number of shares of Common Stock of the Corporation owned by (i) those persons known by the Corporation to be owners of more than 5% of the Corporation’s Common Stock (ii) each director of the Corporation (iii) each executive officer of the Corporation, (iv) all executive officers and directors of the Corporation as a group.

Name and Address	Common Stock Beneficially Owned
of Beneficial Owner (1)	Number		Percent
Coast to Coast Equity Group, Inc.
21610 Deer Point Crossing
Bradenton, FL 34202		1,000,000		94	.59%

Dr. Tony Frudakis
900 Cocoanut Avenue
Sarasota, FL 34231		0		0

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

HISTORY BEHIND THE CONSENT

The Board and Management of the Company

Before the Consent was executed, Michael Manion was the sole director and officer of the Corporation. The Corporation entered into a Reorganization Agreement through Michael Manion as President, a copy of which has been attached hereto as Exhibit D, wherein the Corporation is acquiring all the authorized issued and outstanding of YangLing Daiying Biological Engineering Company, Ltd., a corporation organized under the laws of the Peoples Republic of China in exchange for 34,880,000 of the Corporation’s Common Stock, which upon issuance would constitute approximately 87.2% of the Corporation’s issued and outstanding Common Stock. Subsequent to closing, the former Holders of YangLing Daiying Biological Engineering Company, Ltd. shall obtain voting control over the Corporation upon issuance of the above referenced shares. On June 30, 2004, Coast to Coast Equity Group, Inc., a Florida corporation, purchased 1,000,000 shares of common stock from Michael Manion in a private stock purchase agreement for the sum of $375,000.00, which funds were loaned to Coast to Coast by George Frudakis. George Frudakis is the father of Dr. Tony Frudakis, now President and Director of Sun City Industries and Charles Scimeca is the sole Director, Officer and shareholder of Coast to Coast Equity Group, Inc. Effective June 28, 2004, Michael Manion resigned as President and Director of Sun City.

Current Director

Dr. Tony Frudakis, age 37, received a Bachelor of Science degree Magna Cum Laude in 1990 from University of California, Irvine in Biological Sciences and a Ph.D. from the University of California, Berkeley in 1995 in Molecular and Cell Biology. From 1999 to 2003 he has been Chief Executive Officer, President, Chief Scientific Officer, Chairman of the Board of DNAPrint geonomics. Presently, he is Chief Scientific Officer of this company which is located in Sarasota, Florida. From 1998 to 1999 he was CEO/Chief Scientific Officer of GAFF Biologic in Sarasota, Florida.

Proposed Directors

1. Wenxia Guo, age 35, is currently Chairman of the Board of YangLing Daiying Biological Engineering Company, Ltd. (YangLing). She graduated from law department of Xi’an Jiaotong University. She has successfully founded and operated three pharmaceutical companies since 1990.

2. Peiyi Tian, age 41, graduated from Financial and Accounting Department of Shaanxi Provincial Commercial Institute in 1982. He has been General Financial Supervisor, Deputy Managing Director of YangLing Daiying Bioengineering Co. Ltd. from 2001 to present. Previously, he was chief of Financial Section of Shaanxi Daiying Bioengineering Co. Ltd. from June 2001 to November 2001. He was Chief of Financial Section of Xi’an Huahai Medical Information Technical Shareholding Co. Ltd. from March 2000 to June 2001. He was Chief of Financial Section of Shaanxi Bailong Group Shareholding Co. Ltd (Listed company) from May 1991 to March 2000.

3. Jianjun Liu, age 36, graduated from Computer Department of Northwest Polytechnical University in 1987. From 2000 to present, he was Chairman of the Board of Shaanxi Daze Film & Advertising Co. Ltd., Chief of YangLing Ruizhide Biotech Research Institute, Chairman of Board Xi’an Jinyou Sci-Tech Investment Management Co., Ltd., and from 1994 to 2000, he was Chairman of the Board of Shaanxi Daiying Trade Company.

4. Huimin Zhang, age 52, graduated from the Economic Management Department of Northwest University in 1987. From 2002 until present she was Independent Director of Shaanxi Saide Hi-tech Biology Co., Ltd. and at YangLing Daiying Biological Engineering Co., Ltd. From 2001-2002, she was manager of Shaanxi Qinpeng Technology Co., Ltd. From 1975 to 2001 she was on the staff of Shaanxi Industrial Art Machinery Plant and Shaanxi Light Industrial Press, and Section Chief Shaanxi Light Industrial Administration Bureau.

HISTORY OF YANGLING DAIYING BIOENGINEERING CO., LTD.

Founded in November 2001, (the “Company” or “Daiying”) is a biotech company that develops, manufactures, and markets diagnostic reagents, HV (Hepatitis C Viruses), medicines, vaccines and gene carriers. It is located in YangLing Shaanxi Province, China and it has 86 employees.

The Company obtained China Invention Patent on October 23, 2002 for its new technologies. On August 2, 2002, it filed for international PCT invention patent, which covers countries and regions including the United States, Japan, Korea, Russia, EC, etc. In 2003, the company received the Invention Golden Cup Award from World Invention & Patent Organization (WIPO) and China Invention & Patent Organization (award recognized worldwide).

Based on the new technologies, the Company has developed a novel HCV EIA diagnostic reagent that employs whole HCV parties. Authorized by SFDA (State Food & Drug Administration of China), the new reagent has passed animal trials and Phase III clinical trials. It is anticipated that the new reagent will be on the market by the end of 2003. Due to its uniqueness and specificity, the new reagent is likely to be recommended by Chinese authorities for Hepatitis C diagnostics nationwide.

RATIONALE FOR THE CONSENT

Reasons for the Consent

The following discussion of the reasons for signing the Consent contains a number of forward-looking statements that reflect the current views of the Corporation with respect to the future events that may have an effect on its future financial performance. Forward-looking statements are subject to risks and uncertainties. Actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements.

The following factors were evaluated and reviewed by the consenting stockholder before signing the Consent:

YangLing is a biotech company that develops, manufactures, and markets diagnostic reagents, including Hepatitis C-Viruses, medicines, vaccines and gene carriers, and has approximately 86 employees.

The potential to achieve profitability.

The need to create a name more in line with the business of the Company.

The need to change the fiscal year to be the same as YangLing.

To elect directors who have experience in the scientific and business arena.

Retain a consultant who has experience in investor awareness.

Possible need to have additional shares of stock available to expand the Company’s business.

To effectuate a “spin off” company to comply with the Reorganization Agreement.

The discussion of the information and factors above is not intended to be exhaustive. In view of the number and wide variety of factors considered in connection with the evaluation of the Consent, and the complexity of these matters, it was not useful to, nor was any attempt made to, quantify, rank or otherwise assign relative weights to the specific factors favoring the action taken by the Consent. In addition, there was no undertaking to make any specific determination to take the action in the Consent or to assign any particular weight to any factor, but rather an overall analysis of the factors described above was conducted.

For the reasons set forth above, it was determined that the Consent is fair and in the best interests of the Company and the Company’s shareholders.

THERE CAN BE NO ASSURANCE THAT THE BENEFITS OR OPPORTUNITIES DISCUSSED HEREIN WILL BE ACHIEVED THROUGH THE ACTION TAKEN BY THE CONSENT.

INTERESTS OF THE COMPANY’S OFFICERS, DIRECTORS
IN THE ACTION TAKEN BY THE CONSENT TRANSACTION

By virtue of the Consent, Wenxia Guo, Peiyi Tian, Jianjun Liu and Humin Zhang have been appointed to the Company’s board of directors. Dr. Tony Frudakis’ election as a Director and President on June 28, 2004 is ratified by the Consent as well. Each of these persons except Humin Zhang will either directly or indirectly have shareholder interest in the Corporation.

STOCKHOLDERS CONSENTS

The Consent

In accordance with §228 of the Delaware General Corporate Law (“DGCL”), a majority of the 1,057,102 outstanding shares of common stock as of the Record Date was needed to sign the Consent. 1,000,000 shares signed the Consent, constituting a majority of the outstanding shares of common stock entitled to vote thereon as of the Record Date.

This Information Statement represents the consenting stockholders’ notice to non-consenting stockholders of the action taken by the Consent in accordance with §228 of the DGCL.

The Consent has allowed the Corporation to execute and close on the Reorganization Agreement, change the board of directors, increase the number of shares, change the name of the corporation, and change the place of domestication, create a “spin off” company, execute a consulting agreement and warrant agreement.

WHERE YOU CAN FIND MORE INFORMATION

The Corporation files Annual Reports and other information with the SEC. You may read and copy any reports, statements or other information we file at the SEC’s Public Reference Room, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the SEC’s regional offices located at 233 Broadway, New York, New York 10279; 801 Brickell Ave., Suite 1800, Miami, Florida 33131; 175 W. Jackson Boulevard, Suite 900, Chicago, Illinois 60604; 1801 California Street, Suite 4800, Denver, Colorado 80202-2648 or 5670 Wilshire Boulevard, Suite 1100, Los Angeles, California 90036-3648. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.

The SEC allows the Corporation to “incorporate by reference” information into this Information Statement, which means that we can disclose important information by referring you to another document filed separately with the SEC. Our Annual Report on Form 10-KSB for the year ended December 31, 2003 is incorporated by reference into this Information Statement and is deemed to be a part of this Information Statement, except for any information superseded by information contained directly in this Information Statement. A copy of such report is being mailed to the Company’s stockholders with this Information Statement. All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the effective date of the reorganization shall also be deemed to be incorporated by reference into this Information Statement.

Our stockholders may obtain the above-mentioned documents, without charge, by requesting them in writing or by telephone by writing to: Dr. Tony Frudakis, President, Sun City Industries Inc., 110 Sarasota Quay, Suite B, Sarasota, Florida 34236, phone (941) 365-2521.

You should rely only on the information contained in this Information Statement. We have not authorized anyone to provide you with information that is different from what is contained in this Information Statement. You should not assume that the information contained in this Information Statement is accurate as of any date other than that date, and the mailing of the Information Statement to stockholders shall not create any implication to the contrary.


Exhibit A Exhibit B Exhibit C	Reorganization Agreement with Schedules and Amendment to Reorganization Agreement Consulting Services Agreement Addendum to Consulting Services Agreement Warrant Agreement

EX-2 2 e21.htm Exhibit 2.1

EXHIBIT A

REORGANIZATION AGREEMENT

THIS REORGANIZATION AGREEMENT (“Agreement”) is made and entered into by and between Sun City Industries, Inc., a Delaware corporation (“Corporation”), and shareholders of Yangling Daiying Biological Engineering Co., Ltd., Ms. Guo WenXia; Qiang Li, Jianjun Liu; etc., Yangling Daiying Biological Engineering Co., Ltd., (hereinafter, collectively referred to as the “Subscriber”) “Corporation” and “Subscriber” being collectively referred to as the “Parties”.

P R E A M B L E:

WHEREAS, the Subscriber owns all of the authorized issued and outstanding common stock of Yangling Daiying Biological Engineering Co., Ltd., a corporation organized under the laws of the Peoples Republic of China (the “Subsidiary”); and

WHEREAS, the Subscriber desires to acquire 34,880,000 shares (the “Exchange Stock”) of the Corporation’s common stock, $.001 par value (the “Stock”), which, upon issuance, would constitute approximately 87.2% of the Corporation’s issued and outstanding common stock; and

WHEREAS, the Subscriber, in exchange for the conveyance of all of the common stock in the Subsidiary, which stock constitutes all of the Subsidiary’s issued and outstanding securities (the “Subsidiary Stock”), provided that such conveyance meets the tax free exchange requirements of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”); and

WHEREAS, the Corporation (post reorganization), concurrent with the closing with this Agreement, desires to enter into a Consulting Agreement with Coast to Coast Equity Group, Inc., or its designee (“Consultant”) with such Consulting Agreement being incorporated by reference herein and made a part hereof;

NOW, THEREFORE, in consideration of the premises as well as the mutual covenants hereinafter set forth, the Parties, intending to be legally bound, hereby agree as follows:

W I T N E S S E T H:

ARTICLE ONE

EXCHANGE PROVISIONS

1.1 Exchange

Subject to the conditions hereinafter described, the Corporation shall exchange 34,880,000 shares of its Stock with the Subscriber for all of the issued and outstanding capital stock of the Subsidiary. The Subscriber shall receive the number of shares of Stock set forth on Schedule A attached hereto and made a part hereof. The remaining shares of exchanged stock shall be allocated for the purpose as set forth on Schedule B, attached hereto and made part hereof.

1.2 Closing

The exchange of the Exchange Stock for the Subsidiary Stock shall take place at the offices of Mark C. Perry, P.A., legal counsel to the Corporation, or at such time or different place as the Parties may mutually select. At the Closing:

Representatives of both the Corporation and Subscriber shall be permitted to make a full and complete investigation of the business, properties, customers, financial statements and books and records of each other; (Each shall cause employees, Corporations, representatives and agents to keep confidential all information received from the other Party hereto and shall not permit the use of any such information by employees, Corporations, representatives and agents. This confidentiality covenant shall be binding upon the Parties hereto and shall survive for a period of two (2) years whether or not closing on this Agreement occurs. In the event closing does not occur, the Parties hereto shall promptly return all materials containing such confidential information of such other party and shall delete all electronic documents containing any such confidential information. At the request of a Party, the other Party shall within 10 business days provide an affidavit certifying that such return and/or deletion is complete);

The Subscriber shall tender to the Corporation certificates representing all of the Subsidiary’s issued and outstanding capital stock, duly executed and in proper form for transfer to the Corporation, together with such executed consents, powers of attorney, stock powers and other items as shall be required to convey such Subsidiary Stock to the Corporation in compliance with all applicable laws; and

The Corporation shall tender to the Subscriber the Exchange Stock and such other items as shall be required to convey such Exchange Stock to the Subscriber. The delivery of all certificates and documents required to effectuate this Agreement may be delivered by express mail subsequent to the execution of this Agreement.

The Subscriber representing the majority of the issued and outstanding shares of common stock of the Corporation at the time of Closing hereby agrees to have the Corporation (post reorganization) execute the following agreements: (i) a Consulting Agreement with the Consultant on terms set forth in Section 3.1E herein; and (ii) a Warrant Agreement on terms set forth in Section 3.1E herein. The precise terms of the Consulting Agreement and Warrant Agreement shall be agreed upon at, or prior to, closing. Said execution of these agreements are a condition to closing of this transaction.

1.3 Exemption From Registration

A. The Subscriber hereby represents, warrants, covenants and acknowledges that:

The Exchange Stock is being issued without registration by American Stock Transfer & Trust Company (the “Transfer Agent”) under the provisions of Section 5 of the Securities Act of 1933, as amended (the “Act”), pursuant to exemptions provided in Sections 3(b), 4(2) or 4(6) thereof;

All of the Exchange Stock shall bear legends restricting its transfer to United States residents or citizens, or its transfer, sale, conveyance or hypothecation within the jurisdictional boundaries of the United States, unless such Stock is either registered under the provisions of Section 5 of the Act and under applicable State securities laws, or an opinion of legal counsel, in form and substance satisfactory to legal counsel to the Corporation is provided, certifying that such registration is not required as a result of applicable exemptions therefrom;

The Corporation’s transfer agent shall be instructed not to transfer any of the Exchange Stock unless the Corporation (post stock exchange) advises it that such transfer is in compliance with all applicable laws;

The Subscriber has examined all of the Corporation’s books and records and has had an opportunity to fully and completely question the Corporation’s officers and directors as to all matters involving the Corporation.

B. The Corporation hereby represents, warrants, covenants and acknowledges that:

The Subsidiary Stock is being transferred without registration under the provisions of Section 5 of the Act pursuant to exemptions provided in Section 3(b), 4(2) or 4(6) thereof;

All of the Subsidiary Stock shall bear legends restricting its transfer or its sale, conveyance or hypothecation unless such Subsidiary Stock is either registered under the provisions of Section 5 of the Act and under applicable State securities laws, or an opinion of legal counsel is provided certifying that such registration is not required as a result of applicable exemptions therefrom;

The Corporation shall not transfer any of the Subsidiary Stock except in compliance with all applicable laws;

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES

2.1 The Corporation

The Corporation hereby represents and warrants to the Subscriber, as a material inducement to the Subscriber’s entry into this Agreement, that:

A. The Corporation is, as of the date of this Agreement, a validly existing corporation, organized pursuant to the laws of the State of Delaware, with all legal and corporate authority and power to conduct its business and to own its properties, and it possesses all necessary permits and licenses required in connection with the conduct of its business;

B. The conduct of the Corporation’s business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees;

C. Pursuant to its Articles of Incorporation, the Corporation is authorized to issue 90,000,000 shares of Common Stock, $.001 par value. At closing, 40,000,000 shares of Stock shall be issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character and, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments (i) obligating the Corporation to issue or sell any additional shares of the Corporation’s capital stock or any options or rights with respect thereto, or any securities convertible into any shares of the Corporation’s capital stock of any class, or (ii) entitling any person or entity to acquire any of such securities;

D. Upon issuance of the Exchange Stock, the Subscribers and their assigns shall become the owners of 87.2% of the Corporation’s issued and outstanding Stock which shares shall be allocated as set forth on Schedule A and Schedule B attached hereto;

E. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated, and compliance with the terms of this Agreement shall not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or By-laws of the Corporation (a true and complete copy of which are annexed hereto as Schedule C; any indenture, agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties;

F. The Corporation is not a party to any written or oral agreement of any kind, except as listed on Schedule D hereto;

G. The Corporation has no liability or obligation, whether by contract, tort, statute or otherwise, whether fixed or contingent, known or unknown, asserted or unasserted, due or to become due, of any kind except as listed on Schedule E;

H. The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation;

I. There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material liability. All the legal responsibilities and economic loss of the reorganized corporation due to any lawsuits brought against the Corporation for acts that occurred prior to closing of this transaction shall be the responsibility of the Corporation’s sole officer and director (pre-reoganization). The Subscriber shall be free from any of the above responsibilities and losses that result from such lawsuits.

J. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person or entity except such as have been obtained;

K. The Corporation is not currently engaged in, and has not engaged during the past year in, any material business or operations;

L. The board of directors of the Corporation consists of Michael Manion, who has approved of this Agreement and the transactions contemplated hereby by written consent, a copy of which is annexed hereto as Schedule F, and the entering into of this Agreement and the performance thereof has been duly and validly authorized by all required corporate action and does not require any corporate consents other than such as have been unconditionally obtained;

M. The Corporation’s financial statements filed with the Securities and Exchange Commission have been audited by independent certified public accountants as indicated (approved by the PCAOB), have all been prepared in accordance with generally accepted accounting principles applied on a consistent basis, and fairly present the Corporation’s financial condition, results of operations, assets, liabilities and business as of the dates and for the periods indicated;

N. The Corporation has complied with all the Rules and Regulations set forth in Chapter 7 of the U.S. Bankruptcy Code which resulted in the final sale of the Corporation on May 23, 2003 as a valid and legal transfer free of all liens, claims and encumbrances.

O. The Corporation is presently current, and shall be current at Closing, with all of its reporting requirements under the Securities Exchange Act of 1934.

2.2 The Subscriber

The

Subscriber hereby represents and warrants to the Corporation, as a material inducement to the Corporation’s entry into this Agreement, that, to the best of their knowledge after reasonable inquiry:

The Subsidiary owns or leases all of the assets described in the schedule of assets, a copy of which is annexed hereto and made a part hereof as Schedule G, and as of the date of this Agreement no events have occurred nor have any facts been discovered which materially alters the Subsidiary’s assets;

The Subsidiary is, as of the date of this Agreement, a validly existing corporation, organized on November 26, 2001 pursuant to the laws of the Peoples Republic of China and has all corporate authority and power to conduct its business and to own its properties and possesses all necessary permits and licenses required in connection with the conduct of its business;

The conduct of the Subsidiary’s business is in full compliance with all applicable governmental statutes, rules, regulations, ordinances and decrees;

The Subsidiary has 40,000,000 registered capital shares of Common Stock currently issued and outstanding, there being no other outstanding securities of any class or of any kind or character of the Subsidiary and, except as reflected in this Agreement, there being no outstanding subscriptions, options, warrants or other agreements or commitments (i) obligating the Subsidiary, to issue or sell any additional shares of the Subsidiary’s Stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class, or (ii) entitling any person or entity to acquire any of such securities;

The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement shall not result in a breach of any of the terms or provisions of, or constitute a default under, the Articles of Incorporation or Bylaws (if any) of the Subsidiary (a copy of which is annexed hereto as Schedule H; any indenture, agreement or instrument to which the Subsidiary is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Subsidiary, its securities or its properties;

The Subsidiary is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of its securities or to any agreement that affects the voting rights of any of its securities, nor has the Subsidiary made any commitment of any kind relating to the issuance of shares of any of its securities, whether by subscription, right of conversion, option or otherwise;

The Subsidiary is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment;

The Subsidiary has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Subsidiary is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Subsidiary;

The audited financial statement as of August 31, 2003 and December 31, 2002, which have been provided by the Subsidiary and have been prepared in accordance with auditing standards generally accepted in the United States, and fairly present the Subsidiary’s financial condition, statements of operation, cash flows, and owners equity for the periods indicated.

There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which might result in a material adverse change in the future financial condition or operations of the Subsidiary;

The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require the consent, authority or approval of any other person(s) or entity except such as have been obtained;

No transactions have been entered into either by or on behalf of the Subsidiary, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Subsidiary;

The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required corporate action and does not require any consents other than such as have been unconditionally obtained.

ARTICLE THREE
SPECIAL CONDITIONS

3.1 Conditions to Closing

The obligations of each Party to this Agreement are subject to the condition precedent that the other Party’s representations and warranties contained in this Agreement shall be true, correct and complete on and as of the date of Closing with the same effect as though such representations and warranties were made on and as of such date.

B.	At the time of closing, all the original officers, directors, and employees of the Corporation shall have completed their legal resignations.

C.	Prior to Closing, the Corporation’s Director shall elect Dr. Tony N. Frudakis, Ph.D. ,Wenxia Guo, Peiyi Tian, Jianjun Liu, and Huimin Zhang to serve as members of the Board of Directors. Dr. Tony N. Frudakis shall serve as a director of the Board for the next two years without compensation.

D.	The Corporation, as of the closing date, is fully reporting under the Securities Exchange Act of 1934, as amended and is currently trading on the over the counter bulletin board (OTC-BB).

E.	Concurrent with the Closing, the Corporation shall:

(i)	Transfer 34,880,000 shares of the outstanding shares of common stock of the Corporation to the Subscriber;

(ii)

Transfer 1,400,000 shares to be held in escrow for the benefit of Consultant or its assigns by Anslow & Jaclin, LLP until completion of funding for the post reorganized corporation of at least Four Million USD ($4,000,000) within four (4) months of the effective date of the registration statement on Form SB-2, or any other acceptable registration statement, to be paid for by the Corporation. If the Consultant or its assigns fails to raise the above amount of funds for the reorganized corporation within the above stipulated time, it shall result in the unconditional transfer of the 1,400,000 shares to the Subscriber, and shall forfeit its right to an additional three million warrants set forth hereinafter in 3.1 E(iii). If the Consultant or its assigns fulfills the funding responsibilities for Four Million USD ($4,000,000) set forth herein within the stipulated time, the Consultant or its assigns shall be entitled to the release of the 1,400,000 shares as well as an additional three million warrants as set forth. Any of the participants related to this Agreement shall not be entitled to transfer, deposit or deal with this 1,400,000 shares without prior written consent from the Consultant and Corporation (post reorganization).

(iii)

The Consultant shall be responsible for providing sources in raising the four million (USD) in capital and the Corporation shall be responsible for completing the registration of shares noted on Schedule B with the Securities and Exchange Commission to register the shares noted on Schedule B.

Financing method:

(1)

If the financing of at least $4 million is arranged by Consultant in equity capital of 4 million shares of the Subscriber and the final financing amount reaches $5,000,000 USD, $1 million or any part thereof of that amount exceeding $4 million USD shall be paid to Consultant and exclusively used on behalf of the Corporation for its business activities related to this Agreement (such as promotions). This amount shall be paid to Consultant to perform such services set forth in the Consulting Agreement. Any financing amount exceeding $ 5 million shall be owned by the Corporation (post reorganization);

(2)

If the financing is fulfilled by the Consultant’s sources in a loan up to $10 million at the current prevailing market rate with 4 million shares of the Subscriber as collateral, 1.5% of the loan amount exceeding the $ 4 million financing amount shall be granted as a service fee to the Consultant in a lump sum payment. Neither the shareholders nor the Corporation nor the Consultant shall be entitled to transfer or deal with the 4 million shares as collateral.

The Financing herein before shall be SEC compliant and shall not cause lawsuits to the Corporation (post reorganization). Four (4) million shares of Subscriber’s stock shall be registered and allocated for this purpose. In no event, shall the Consultant act as a broker/dealer in connection with such funding obtained as a result of Consultant’s sources on behalf of Subscriber.

After fulfillment of funding responsibilities set forth in 3.1E(ii) set hereinbefore, Consultant shall be entitled to an additional three million warrants as follows:

500,000 shares at the exercise price of $.75 per share, when the price of the Corporation’s (post reorganized) shares of common stock close at or above $.75 within four (4) months of the effective date of the registration statement filed with the SEC, or such warrants will expire worthless.

800,000 shares at an exercise price of $1.50 per share when the price of the Corporation’s (post reorganized) shares of common stock closes at or above $1.50 within six (6) months of the effective date of the registration statement filed with the SEC, or such warrants will expire worthless.

900,000 shares at an exercise price of $2.50 per share when the price of the Corporation’s (post reorganized) shares of common stock closes at or above $2.50 within nine (9) months of the effective date of the registration statement filed with the SEC, or such warrants will expire worthless

800,000 shares at an exercise price of $3.50 per share when the price of the Corporation’s (post reorganized) shares of common stock closes at or above $3.50 within 12 months of execution hereof or such warrants will expire worthless.

All 3,000,000 warrants will be structured with cashless exercise language and the shares underlying the warrants will be registered in a registration statement filed with the SEC.

As set forth in Section 1.2 D., the reorganized Corporation shall execute a Consulting Agreement with the Consultant which shall relate to the Consultant obtaining financing for the Corporation (post reorganization).

(iv)	Change the name of the Company to CHINA BIOTECH & PHARMACEUTICAL CORP.; and

(v)	Obtain shareholder approval for all of the above.

The Corporation (post reorganization) shall take all corporate actions necessary to form a wholly owned subsidiary and to allow Consultant to complete a spin-off transaction whereby the Corporation will spin-off approximately 95% of the subsidiary and distribute approximately 5% of the subsidiary’s common stock to the Corporation’s shareholders on a pro-rata basis. Consultant shall have full authority to structure this transaction and will bear all related costs. This action shall not take place within the initial thirty (30) days after closing of this transaction. This action will comply with all the relevant rules and regulation and will not cause any liabilities and damage to the reorganized Corporation. This provision shall survive the closing of this transaction.

The reorganized Corporation shall execute a Warrant Agreement with Consultant.

ARTICLE FOUR
MISCELLANEOUS

4.1 Amendment

No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is evidenced by a written instrument, subscribed by the Party against which such modification, waiver, amendment, discharge or change is sought.

4.2 Notice

All notices, demands or other communications given hereunder shall be in writing and shall be deemed to have been duly given when signed for or not accepted by the addressee after mailing by recognized overnight courier procuring a signed receipt or by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

To the Corporation: Sun City Industries, Inc.

To the Subscriber: Ms. WenXia Guo, Chief Executive Officer

Yangling Daiying Biological Engineering Co., Ltd.

13 floor of apartment A, Jiezuo Plaza, FengYe New City, Xi’an Hi-tech Development Zone, P.R.CHINA 710075

or such other address or to such other person as any Party shall designate to the other for such purpose in the manner hereinbefore set forth.

4.3 Merger

This instrument, together with the instruments referred to herein, contains all of the understandings and agreements of the Parties with respect to the subject matter discussed herein. All prior agreements whether written or oral are merged herein and shall be of no force or effect.

4.4 Survival

The several representations, warranties and covenants of the Parties contained herein shall survive the execution hereof and shall be effective regardless of any investigation that may have been made or may be made by or on behalf of any Party.

4.5 Severability

If any provision or any portion of any provision of this Agreement, other than one of the conditions precedent, or the application of such provision or any portion thereof to any person or circumstance shall be held invalid or unenforceable, the remaining portions of such provision, the remaining provisions of this Agreement, and the application of such provision or portion of such provision as is held invalid or unenforceable to persons or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby.

4.6 Governing Law and Venue

This Agreement shall be construed in accordance with the laws of the State of Delaware and any proceeding arising between the Parties in any matter pertaining or related to this Agreement shall, to the extent permitted by law, be held in the State of Delaware, and all of the parties executing this Agreement consent to the jurisdiction of such courts and shall not commence any action relating to this agreement in any other jurisdiction.

4.7 Indemnification

Each Party hereby irrevocably agrees to indemnify and hold the other Parties harmless from any and all liabilities and damages (including reasonable legal or other expenses incidental thereto), contingent or current to which they or any one of them may become subject as a direct, indirect or incidental consequence of any breach by the indemnifying Party of any of its representations or warranties set forth herein. In the event it becomes necessary to enforce this indemnity through an attorney, with or without litigation, the indemnified Party shall be entitled to recover from the indemnifying Party, all costs incurred including reasonable attorneys’ fees throughout any negotiations, trials or appeals, whether or not any suit is instituted.

4.8 Litigation

In any action between the Parties to enforce any of the terms of this Agreement or any other matter arising from this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including reasonable attorneys’ fees up to and including all negotiations, trials and appeals, whether or not litigation is initiated.

4.9 Benefit of Agreement

The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors, assigns, personal representatives, estate, heirs and legatees.

4.10 Captions

The captions in this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope of this Agreement or the intent of any provisions hereof.

4.11 Number and Gender

All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the Party or Parties, or their personal representatives, successors and assigns may require.

4.12 Further Assurances

The Parties agree to do, execute, acknowledge and deliver or cause to be done, executed, acknowledged or delivered and to perform all such acts and deliver all such deeds, assignments, transfers, conveyances, powers of attorney, assurances, stock certificates and other documents, as may, from time to time, be required herein to effect the intent and purpose of this Agreement.

4.13 Status

Nothing in this Agreement shall be construed or shall constitute a partnership, joint venture, employer-employee relationship, lessor-lessee relationship, or principal-agent relationship.

4.14 Counterparts

This Agreement may be executed in any number of counterparts. All executed counterparts shall constitute one Agreement notwithstanding that all signatories are not signatories to the original or the same counterpart. Facsimile signatures shall be deemed to be original for purposes of executing this Agreement.

IN WITNESS WHEREOF, the Parties have executed or caused this Agreement to be executed effective as of the day of , 2004.

Signed, sealed and delivered
In Our Presence:

CORPORATION:
SUN CITY INDUSTRIES, INC.

20 April 2004
Signature     By: /s/ Michael Manion
Print Name     Michael Manion, President

SUBSCRIBER:

Yangling Daiying Biological Engineering Co., Ltd.

Signature     By: /s/ WenXia Guo
Print Name     WenXia Guo, Chief Executive Officer

CONSULTANT:

COAST TO COAST EQUITY GROUP, INC.

Signature     By: /s/ Charles J. Scimeca
Print Name     Charles J. Scimeca, President

SCHEDULE A


Wenxia Guo				8,601,600
Xi'an JinYou Sci-tech Investment Management Co., Ltd.				5,376,000
Shaanxi Da Ze Movies & TV Cultural Ad-Spreading Co., Ltd.				2,800,000
Zengfu Li				2,688,000
Qiuling Liu				2,688,000
Tianxi Wang				1,881,600
Cai Ye				1,474,602
Shaaxi YangLing Rui Zhi De Bio-tech Research Institute				1,200,000
Hengli Tang				940,800
Chunying Wang				842,819
Xiuli Fan				672,000
Lipeng Yan				294,000
Jianjun Liu				200,000
Zheqi Yang				134,400
Xiuling Liu				100,000
Guangliang Lu				100,000
Lingzhi Kong				100,000
Bao Li				100,000
Shurong Xie				97,507
Zhinian Ji				87,360
Wei Zhao				87,360
Wenhai Shi				67,200
Fuying Li				67,200
Jiang Luo				67,200
Shulin Zhang				33,600
Yonglie Chu				33,600
Qi Liu				33,600
Tong Zhu				20,160
Chongkai Liao				20,160
Wenge An				17,472
Wenli Xu				16,800
Yaling Liu				10,080
Aiping Pan				6,720
Li Wang				6,720
Zan Tang				6,720
Shouli Xiong				6,720
For funding by going public				4,000,000
Coast to Coast Equity Group				2,800,000
Wenjuan Yao				216,000
Yuwen Yao				144,000
Tingting Wu				348,000
Huilian Song				1,242,000
Blue Lake Capital Corp.				30,000
Stephen M. Cole				20,000
Jing Wang				50,000
Yaozhong Zhu				50,000
Lianne Yau				12,000
Rong Li				12,000
Shaoping Lu				196,000

SCHEDULE B

      116,000

      144,000

      248,000

      842,000

       30,000

       20,000

       50,000

       50,000

       12,000

       12,000

      196,000

    4,000,000

    3,000,000


    1,400,000

    1,400,000


    2,800,000

    1,200,000

      800,000

      800,000

      400,000

      400,000

      365,421

      294,000

      200,000

      134,400

       97,507

       87,360

       87,360

       67,200

       67,200

       67,200

       33,600

       33,600

       33,600

       20,160

       20,160

       17,472

       16,800

       10,080

        6,720

        6,720

        6,720

        6,720

registered and issued to Wenjuan Yao

registered and issued to Yuwen Yao.

registered and issued to Tingting Wu

registered and issued to Huilian Song

registered and issued to Blue Lake Capital Corp.

registered and issued to Stephen M. Cole.

registered and issued to Jing Wang.

registered and issued to Yaozhong Zhu.

registered and issued to Lianne Yau.

registered and issued to Rong Li.

registered and issued to Shaoping Lu.

registered for direct funding and promotion

as warrants, bound with prices stipulated in 3.1E (iii) to Coast to Coast Equity Group
and/or assigns

issued to Coast to Coast Equity Group and/or assigns

issued to Coast to Coast Equity Group and/or assigns to be held in escrow subject to
provisions set forth in the Reorganization Agreement

registered and issued to Shaanxi Da Ze Movies & TV Cultural Advertisement Spreading Co., Ltd.

registered and issued to Shaaxi YangLing Rui Zhi De Bio-tech Research Institute.

registered and issued to Zengfu Li

registered and issued to Tianxi Wang

registered and issued to Cai Ye

registered and issued to Hengli Tang

registered and issued to Qiuling Liu

registered and issued to Lipeng Yan

registered and issued to Xiuli Fan

registered and issued to Zheqi Yang

registered and issued to Shurong Xie

registered and issued to Zhinian Ji

registered and issued to Wei Zhao

registered and issued to Wenhai Shi

registered and issued to Fuying Li

registered and issued to Jiang Luo

registered and issued to Shulin Zhang

registered and issued to Yonglie Chu

registered and issued to Qi Liu

registered and issued to Tong Zhu

registered and issued to Chongkai Liao

registered and issued to Wenge An

registered and issued to Wenli Xu

registered and issued to Yaling Liu

registered and issued to Aiping Pan

registered and issued to Li Wang

registered and issued to Zan Tang

registered and issued to Shouli Xiong

SCHEDULE C

(Corporation’s Articles and By-law)

Restated Certification of Incorporation ⁽¹⁾

Certificate of Renewal, Restoration and Revival of Certificate of Incorporation (1)

Restated Bylaws ⁽¹⁾

1. Incorporated by reference to Form 8-K filed with the Securities & Exchange Commission on August 8, 2003

SCHEDULE D

(Existing Agreements of Corporation)

None

SCHEDULE E

(Corporation’s Liabilities)

None

SCHEDULE F

(Consent of Corporation)

Written Consent in Lieu of Special Meeting
of Shareholders and Directors

THE UNDERSIGNED, being all of the Directors and majority of the Shareholders of Sun City Industries, Inc. (the “Corporation”), a corporation organized and operating under the General Corporation Law of the State of Delaware, Chapter 1, Delaware Statutes (the “Act”), pursuant to the permissive provisions of Section 141 and Section 228 of the Act, and in compliance with the requirements of the Corporation’s Articles of Incorporation and Bylaws, hereby take the following actions and adopt the following resolutions:

Sun City Industries, Inc., a Delaware corporation, by and through Director Dr. Tony Frudakis, and majority shareholder Coast to Coast Equity Group, Inc., for the purposes of taking the following actions without the necessity of a meeting of shareholders pursuant to Delaware law:

Resolved that the Corporation is authorized to:

(1)

Elect Wenxia Guo, Peiyi Tian, Jianjun Liu, and Humin Zhang, as directors of the Corporation and accept the resignation of Michael Manion;

(2)

Ratify the election of Dr. Tony Frudakis as Director and President by virtue of the Consent dated June 28, 2004;

(3)

(4)

(5)

(6)

Consummate a spin-off of the transaction wherein the Corporation will spin-off 95% of the subsidiary and create a new entity utilizing the post-closing shareholder base who will receive in the aggregate 5% of the issued shares of the Corporation as set forth in the Reorganization Agreement;

(7)

Amend the Corporation’s Certificate of Incorporation so as to authorize the issuance of additional capital stock, including Preferred Stock of the Company;

(8)

Change the name of the Corporation to Worldwide Biotech & Pharmaceutical Company or a similar name;

(9)

Change the fiscal year to end as of June 30.

And It Be Further Resolved,

RESOLVED, that the Corporation’s officers and directors be, and they are hereby authorized, empowered and directed to take all actions necessary, desirable or expedient to effect the purpose of the foregoing.

DONE, effective this day of August 5, 2004.


	DIRECTOR: SUN CITY INDUSTRIES, INC., a Delaware corporation By: /s/ Tony Frudakis Dr. Tony Frudakis, Director Dated: August 5, 2004 SHAREHOLDER: COAST TO COAST EQUITY GROUP, INC., a Florida corporation By: /s/ Charles J. Scimeca Charles J. Scimeca, Sole Officer, Director and Shareholder Dated: August 5, 2004

SCHEDULE G

(Subsidiary Assets)

ASSETS UP TO FEB. 29, 2004

Cash and cash equivalents: 8,274 thousand Chinese Yen (RMB)

Short term investment: 4,250 thousand Chinese Yen (RMB)

Net receivables : 17,700 thousand Chinese Yen (RMB)

Inventory:                                               44 thousand Chinese Yen (RMB)
                Original value:          66 thousand Chinese Yen (RMB),
                Amortized value:      22 thousand Chinese Yen (RMB),
                Balanced value:        44 thousand Chinese Yen (RMB). See Enc.1

Other current assets: 2,356 thousand Chinese Yen (RMB) equals to Other Net Receivables

Fixed assets: of which,
Ongoing Construction: 12,806 thousand Chinese Yen (RMB) The list is not available as the construction has not finished for final accounts.
None production facilities: see attachment 2

Intangible assets: 4,413 thousand Chinese Yen (RMB) The figure was 8000 thousand Chinese Yen (RMB) at the establishing time of Daiying.
3,587 thousand Chinese Yen (RMB) had been amortized. The balance is 4,413 thousand Chinese Yen (RMB).

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

		Commodity	Unit
1		Water carrier	piece	1	200	200	100
2		Desk	piece	21	138.57	2910	1,455
3		Chair	piece	25	84	2100	1,050
4		Leather chair	piece	20	205	4100	2,050
5		Teapoy	piece	1	200	200	100
6		filing cabinet	piece	3	516.67	1550	775
7		Computer desk	piece	6	78.33	470	235
8		Safe	piece	1	900	900	450
9		Code controller	piece	1	360	360	180
10		Phone	set	1	180	180	90
11		Bag	piece	1	330	330	165
12		Binding machine	set	1	380	380	190
13		Paper-cutting machine	set	1	600	300	300
14		Shower machine	set	6	340	2040	1,020
15		Curtain	set	10	143	1430	715
16		Board	piece	1	1200	1200	60
17		Sofa	piece	2	650	1300	650
18		Binding machine	set	1	90.1	90.1
19		2decker cabinet	piece	1	160	160
20		4decker cabinet	piece	1	450	450
21		Newspaper stand	piece	1	80	80
22		ping-pong table	set	1	1450	1450
23		Iron cabinet	piece	3	540	1620
24		Deck cabinet	piece	2	450	900
25		Paper-cutting machine	set	1	580	580
	TOTAL					25280.1	10,125

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

	Commodity	Unit
1	Sterilization cabinet	Set	2	705		410		705
2	chair	Piece	10	130		300		650
3	cabinet	Piece	1	600		600		300
4	Fan	Set	1	510		510		255
5	cart	Set	1	420		420		210
6	Glasses	Set	2	859	.5	1719		859	.5
7	Shower machine	Set	1	724		724		362
8	Mixer	Set	1	482	.4	482	.4	241	.2
9	Feeder	Set	1	275		275		637	.5
10	CO2bottle	Piece	2	473		946		473
11	Stool	Piece	2	40		80		40
12	Sterilization pot	Set	1	900		900		450
13	Electrophoresis apparatus	Set	3	506	.67	1520		760
14	Watering pot	Set	1	740		740		370
15	Lowspeed centrifuge	Set	1	690		690		345
16	Plate Balance	Set	1	900		900		450
17	Stand balance	Set	1	100		100		50
18	O2 instrument	Set	1	220		220		110
19	Nitrogen bottle	Piece	1	500		500
	TOTAL					15036	.4	7,268	.2

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

	Commodity	Unit
1	Soft bed	Piece	10	268		2680	1340
2	Hard bed	Piece	10	178		1780	890
3	Cabinet	Piece	7	71	.43	500	250
4	Curtain	Set	5	242	.4	121	606
5	TV cabinet	Piece	1	600		600	300
6	Book cabinet	Piece	1	380		380	190
7	Door	Piece	1	470		470	235
8	Bicycle		1	200		200	100
9	Gas absorber	Set	2	364		728	364
10	Gas stove	Set	1	100		100	50
11	Pan	Piece	1	188		188	94
12	Table	Piece	1	130		130	65
13	Stool	Piece	10	7		70	35
14	Fan	Piece	3	66		198	99
	TOTAL					9236	4,618

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

	Commodity	Unit
1	UV lamp	Set	3	750		500
2	Mixing apparatus	Set	1	480		480
3	Shaking apparatus	Set	1	320		320
4	PH apparatus	Set	1	830		830
5	Sterilization pot	Set	1	700		700
6	Glasses	piece	1	810		810
7	Book	Set	26	43		1110	.6
8	Filing cabinet	piece	1	420		420
9	Side cabinet	piece	4	803		210
10	Tube stand	piece	3	90		270
11	Drug cabinet	piece	1	820		820
12	Plate with cover	piece	4	12		48
13	Plate with square cover	piece	4	9		36
14	Sulphuric acid	piece	4	22		88
15	Scissor	piece	3	13.	5	40	.5
16	Hemostat	piece	2	20		40
17	Sofa	piece	1	395		395
18	Thermograph	piece	2	13		26
19	Desk	piece	2	260		520
20	Chair	piece	8	60		480
21	Fax machine	Set	1	980		980
22	Drinking machine	Set	2	130		260
23	Production bottle	piece	1	99	.8	99.	8
24	Rubber plate	KG	50	6	.01	301
25	Newspaper shelf	piece	1	80		80
26	Round stool	piece	6	70		420
27	Digital PH indicator	piece	1	830		830
28	4hole watering pot	Set	1	640		640
	TOTAL					16504	.9
	GRAND TOTAL					66057	.4	22,011	.2

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030101)Projects under construction - Experiment Base - Equipment
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-09 2004-02-25 2004-02-25 2004-02-25 2004-02-25 2004-02-25 2004-02-25 2004-02-25 2004-02-26 2004-02-26 2004-02-26 2004-02-26 2004-02-26 2004-02-26 2004-02-29 2004-02-29	Rec.-12 Rec.-59 Rec.-60 Rec.-61 Rec.-62 Rec.-63 Rec.-64 Rec.-65 Rec.-66 Rec.-67 Rec.-68 Rec.-69 Rec.-70 Rec.-71	Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs Capital costs	200.00 355,000.00 130,000.00 47,000.00 326,000.00 72,000.00 142,000.00 65,000.00 64,000.00 31,000.00 170,000.00 12,500.00 73,000.00 115,000.00 1,602,700.00 1,602,700.00		861,835.00 862,035.00 1,217,035.00 1,347,035.00 1,394.035.00 1,720,035.00 1,792,035.00 1,934,035.00 1,999,035.00 2,063,035.00 2,094,035.00 2,264,035.00 2,276,535.00 2,349,535.00 2,464,535.00 2,464,535.00 2,464,535.00

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030102)Project under construction — Experiment Base – Factory Building
Currency: RMB <pre>

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-01 2004-02-09 2004-02-19 2004-02-25 2004-02-29 2004-02-29	Rec.-2 Rec.-13 Rec.-50 Rec.-58	Advance electric charge Capital costs Buy door Capital costs	85.00 2,400.00 400,000.00 402,485.00 791,993.90	6,538.00 6,538.00 10,357.74	9,052,677.70 9,046,139.70 9,046,224.70 9,048,624.70 9,448,624.70 9,448,624.70 9,448,624.70

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030103)Project under construction — Experiment Base — Entertainment Expense
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-29 2004-02-29					2,521.00 2,521.00 2,521.00

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030104)Project under construction — Experiment Base — Design Expense
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-29 2004-02-29					170,006.00 170,006.00 170,006.00

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030105)Project under construction — Experiment Base — Office Expense
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-10 2004-02-16 2004-02-29 2004-02-29 2004-02-29 2004-02-29 2004-02-29	Rec.-24 Rec.-42 Rec.-74 Rec.-81 Rec.-82		2,950.00 4,360.57 7,100.00 994.00 248.50 15,653.07 25,675.07	179,375.93 182,325.93 186,686.50 193,786.50 194,780.50 195,029.00 195,029.00 195,029.00

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030106)Project under construction — Experiment Base — Material Expense
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-29 2004-02-29					21,328.50 21,328.50 21,328.50

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030107)Project under construction — Experiment Base — Quality Supervisory Control Expense
Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-29 2004-02-29					70,000.00 70,000.00 70,000.00

Account List of Projects under Construction

Name of company: Yangling Dai Ying Biological Engineering Co., Ltd.
Accounting period:February, 2004
Subject of list:(16030108)Project under construction — Experiment Base – Land Expropriation
Expense Currency: RMB

Date	Serial No. of Voucher	Explanation	debit	credit	balance
2004-02-01 2004-02-29 2004-02-29					433,754.25 433,754.25 433,754.25

FIXED ASSETS 2001-2004

Entering Date 2001		Commodity	Depreciation
2002-1-1	none production use	Fortune ball	5 years	1,500
2002-1-1	none production use	Meeting table	5 years	8,100
2002-1-1	none production use	Desks	5 years	13,000
2002-1-1	none production use	Sofa	5 years	7,500
2002-1-1	none production use	File cabinet	5 years	1,800
2002-1-1	none production use	GL Traveling Car	5 years	406,934
2002-1-1	none production use	Portable computer	5 years	14,500
2002-1-1	none production use	Greatwall computer	5 years	33,000
2002-1-1	none production use	Philip computer	5 years	10,720
2002-1-1	none production use	TV set	5 years	1,880
2002-1-1	none production use	Carpet	5 years	3,588
2002-1-1	none production use	Siemens mobile	5 years	3,260
2002-1-1	none production use	GL printer	5 years	5,650
2002-1-1	none production use	Plastic-steel sofa	5 years	1,300
2002-1-1	none production use	Cabinet	5 years	1,800
2002-1-1	none production use	Glass table	5 years	1,350
2002-1-1	none production use	Media Air conditioner	5 years	6,800
2002-1-1	none production use	Sofa, teapoy	5 years	1,500
2002-1-1	none production use	Mobile	5 years	8,640
2002-1-1	none production use	Color printer	5 years	1,400
TOTAL				534,222

FIXED ASSETS 2001-2004


Entering Date
2001		Commodity	Depreciation	OriginalValue
2002-1-1	production use	Santana car	5 years	193,000
2002-1-1	production use	Refrigerator	5 years	1,600
2002-1-1	production use	Ice cabinet	5 years	1,200
2002-1-1	production use	36wg Media air conditioner	5 years	3,960
2002-1-1	production use	2p air conditioner	5 years	6,800
2002-1-1	production use	1.5p air conditioner	5 years	1,700
2002-1-1	production use	Kelon refrigerator1821	5 years	1,500
2002-1-1	production use	Kelon refrigerator2031	5 years	1,390
2002-1-1	production use	Kelon refrigerator1911	5 years	2,736
2002-1-1	production use	Kelon refrigerator2521	5 years	3,200
2002-1-1	production use	Experiment desk	5 years	18,681
2002-1-1	production use	Desk	5 years	1,800
2002-1-1	production use	AL. net	5 years	3,380
2002-1-1	production use	Drug cabinet	5 years	4,040
2002-1-1	production use	Consistent heat oscillator	5 years	4,580
2002-1-1	production use	EP electrophoresis apparatus	5 years	1,180
2002-1-1	production use	UV Spectro Photometer	5 years	4,480
2002-1-1	production use	XC40D centrifuge	5 years	5,790
2002-1-1	production use	High speed table centrifuge	5 years	15,900
2002-1-1	production use	Incubator	5 years	2,780
2002-1-1	production use	Drying cabinet	5 years	4,500
2002-1-1	production use	Biosafety cabinet	5 years	9,050
2002-1-1	production use	MDF ultra low	5 years	44,000
		temperature refrigerate
2002-1-1	production use	CO2 incubator	5 years	44,000
2002-1-1	production use	XC40 refrigerator	5 years	10,500
2002-1-1	production use	2916 TV SET	5 years	5,910
2002-1-1	production use	Nitrogen liquid tube	5 years	3,515
2002-1-1	production use	Microscope	5 years	11,500
2002-1-1	production use	Non-germ desk	5 years	10220
2002-1-1	production use	Working desk	5 years	5,120
2002-1-1	production use	Projecting apparatus	5 years	40,000
2002-1-1	production use	Computer	5 years	6,100
2002-1-1	production use	High speed centrifuge	5 years	671,870
2002-1-1	production use	Power distribution cabinet	5 years	1,3000
TOTAL				1,158,982

FIXED ASSETS 2001-2004


Entering Date
2002		Commodity	Depreciation	Original
2002-1-14	non production use	BUICK Car (One)	9 years	401,642
2002-5-1	non production use	ELEX Refrigerator	5 years	1,840
2002-5-1	non production use	ELEX Washing Machine	5 years	1,272
2002-5-1	non production use	ELEX Cold Cabinet	5 years	3,279
2002-6-11	non production use	Air Conditioner 1 Set	5 years	4,160
2002-7-24	non production use	KINGDEE General Financial	5 years	4,500
		Statements
2002-8-1	non production use	AUX Air Conditioner 2 Sets	5 years	3,000
2002-8-1	non production use	Sofa 2 Sets	5 years	2,300
2002-12-1	non production use	Aux Refrigerator 1set	5 years	1,839
2002-12-1	non production use	Aux Washing Machine 1set	5 years	1,272
2002-12-1	non production use	Panda TV Set 1 Set	5 years	1,698
2002-12-1	non production use	Chair1set	5 years	1,200
TOTAL				428,002

2002
2002-1-3	production use	Mobile 1 SET	5 years	1,790
2002-1-9	production use	Desks 2 sets	5 years	3,000
2002-1-16	production use	Haier refrigerator 1 set	5 years	2,240
2002-1-24	production use	Digital balance 1 set	5 years	3,250
2002-1-24	production use	Breaking apparatus	5 years	8,700
2002-1-24	production use	Drying machine 1 set	5 years	2,250
2002-1-24	production use	Incubator 1set	5 years	2,800
2002-2-21	production use	Plate reader 1 set	5 years	36,000
2002-2-21	production use	Plate washing 1 set	5 years	24,000
2002-2-28	production use	-86?refrigerator	5 years	28,690
2002-3-27	production use	UV reader	5 years	8,296
2002-3-27	production use	Portable computer 1 set	5 years	29,772
2002-7-16	production use	Biosafety cabinet	5 years	10,580
2002-9-18	production use	BPS digital balance 1 set	5 years	16,150
2002-9-18	production use	MP digital balance 1 set	5 years	3,230
2002-10-1	production use	SC Nitrogen bottle 1 set	5 years	15,000
2002-12-1	non production use	Computer1 set	5 years	5,998
2002-12-1	non production use	Digital camera 1set	5 years	12,600
TOTAL				214,346

FIXED ASSETS 2001-2004


Date
2003		Commodity	Depreciation	Original
2003-4-17	production use	Incubator	5 years	2,996
2003-4-17	production use	12channe liquid carrier	5 years	2,500
2003-4-17	production use	8channel liquid carrier	5 years	2,340
2003-5-1	production use	Camera	5 years	8,670
2003-6-4	production use	Water purification machine	5 years	44,984
2003-6-4	production use	Portable computer	5 years	14,108
2003-7-1	production use	High speed centrifuge	5 years	-671,870
2003-9-26	production use	Aucma refrigerator	5 years	3,195
2003-9-30	production use	Vaccine packing machine	5 years	2,750
2003-9-30	production use	Code printer	5 years	3,020
TOTAL				-587,307

2003
2003-4-1	non production use	Mobile scrap	5 years	-3,260
2003-5-1	non production use	Mobile	5 years	4,650
2003-10-1	non production use	Fax machine 1set	5 years	3,000
2003-10-1	non production use	Cyclostyle1set	5 years	5,200
2003-10-1	non production use	TCL computer 1set	5 years	5,700
2003-12-16	non production use	Book cabinet 2 sets	5 years	2,900
TOTAL				18,190

2004
2004-2-12	non production use	Computer 2sets	5 years	9,000
2004-2-12	non production use	Fax machine 1 set	5 years	1,150
2004-2-12	non production use	Cyclostyle 1 set	5 years	5,000
2004-2-18	non production use	Furniture 1set	5 years	1,900
TOTAL				17,050

SCHEDULE H
(Subsidiary Articles and By-law)
(attached hereto)

ARTICLES OF ASSOCIATION
FOR
YANGLING DAIYING
BIOLOGICAL ENGINGEERING CO., LTD.

September 23, 2003

INDEX

CHAPTER 1 GENERAL PROVISIONS
CHAPTER 2 THE PURPOSE, SCOPE & SCALE OF THE BUSINESS
CHAPTER 3 SHARES
           SECTION 1 STRUCTURE OF THE SHARES
           SECTION 2 INCREASE, DECREASE & REPURCHASE OF THE SHARES
           SECTION 3 TRANSFERS OF THE SHARES
CHAPTER 4 SHAREHOLDERS & CONFERENCE OF SHAREHOLDERS
           SECTION 1 SHAREHOLDERS
           SECTION 2 SHAREHOLDERS' CONFERENCES
           SECTION 3 PROPOSALS OF CONFERENCE OF THE SHAREHOLDERS
           SECTION 4 RESOLUTIONS OF CONFERENCE OF THE SHAREHOLDERS
CHAPTER 5 BOARD OF DIRECTORS
           SECTION 1 MEMBERS OF THE BOARD OF DIRECTORS
           SECTION 2 BOARD OF DIRECTORS
           SECTION 3 SECRETARY OF THE BOARD OF DIRECTORS
CHAPTER 6 GENERAL MANAGER
CHAPTER 7 BOARD OF SUPERVISORS
           SECTION 1 SUPERVISOR
           SECTION 2 BOARD OF SUPERVISORS
           SECTION 3 RESOLUTIONS OF THE BOARD OF DIRECTORS
CHAPTER 8 FINANCIAL AND ACCOUNTING SYSTEMS, PROFIT
                     DISTRIBUTION AND AUDITING
           SECTION 1 FINANCIAL AND ACCOUNTING SYSTEM
           SECTION 2 INTERNAL AUDITING
           SECTION 3 EMPLOYMENT OF ACCOUNTANT OFFICE
CHAPTER 9 NOTICES AND ANNOUNCEMENTS
CHAPTER 10 MERGER, DIVISION, DISSOLUTION AND LIQUIDATION
                  SECTION 1 MERGER AND DIVISION
           SECTION 2 DISSOLUTION AND LIQUIDATION
CHAPTER 11 AMENDMENT OF ARTICLES OF ASSOCIATION
CHAPTER 12 SUPPLEMENTARY ARTICLES

CHAPTER 1 GENERAL PROVISION

Article 1 This Articles of Association is formulated in accordance with the Company Law of the People’s Republic of China (hereinafter called the Company Law) in order to protect the legitimate rights and interests of Yangling Daiying Biological Engineering Co., Ltd. (hereinafter called the Company), shareholders and creditors, and to standardize the organization and activities of the Company.

Article 2 The Company is a company limited by shares established in accordance with the Company Law.

Article 3 The registered name of the Company shall be Yangling Daiying Biological Engineering Co., Ltd.

Article 4 The Legal address of the Company is: F3.North Chuang Ye Building, YangLing Agricultural Hi-tech Development Demonstration Zone, Shaanxi, China.

Article 5 The Registered Capital of the Company is RMB 40,000,000.00.

Article 6 The chairman of the Board of Directors is the legal representative of the Company.

Article 7 The entire assets of the Company are divided into shares of equal value and shareholders shall be liable to the company to the extent of the shares held by them. The Company is liable for the debts of the company with all its assets.

Article 8 Articles of Association shall be the file with legal binding on the Company’s organization and activity, right and obligation relations between the Company and the shareholders and between shareholders from the effective date. Article 9 In this Articles of Association, the term “other senior management” refers to the Company’s deputy general managers, accounting directors and secretary of the Board of Directors.

CHAPTER 2 THE PURPOSE, SCOPE AND SCALE OF THE BUSINESS

Article 10 The Company’s Purposes of the Business are: taking scientific and technological advancement as motive force, adopting modern management and operating in accordance with the Law; serving the customers with top quality products, technologies and credit standing; continuously extending the business scale, achieving great benefit, providing best investment returns for all the shareholders, and creating good social benefit.

Article 11 The business scope and scale of the Company: viral research, vaccine, genetic transferring vector, biological technology and engineering, sale and technology consulting and services; exporting business of products and technologies of the Company; importing business of raw and secondary materials, apparatus and instruments, parts and fittings, and technologies needed by the Company, except for goods limited or prohibited by national authorities. Processing of import materials and PA&C business; Production of medicines in hard capsule, granule and pill.

CHAPTER 3 SHARES
SECTION 1 STRUCTURE OF THE SHARES

Article 12 Shares in the Company take the form of share certificates.

Article 13 All shares of the Company shall be common shares and shall have the same rights and benefits.

Article 14 The par value of the shares of the Company shall be indicated by RMB, and each share shall be RMB 1 in par value.

Article 15 All Shares of the Company shall be in the form of registered share certificates, and shall be in trust in Shaanxi Shares Trust Centre.

Article 16 The total shares of the Company shall be 40 million shares. All of the shares shall be subscribed by shareholders, and the share structure is indicated in the shareholders roll.

Article 17 The Company and/or the subsidiary of the Company shall not provide any financial aid to the shareholders in form of bestowal, advance payment to be paid back later, sponsion, compensation or loan.

SECTION 2 INCREASE, DECREASE AND REPURCHASE OF SHARES

Article 18 The Company may increase its registered capital based on its operation and development. The increase of the registered capital shall be in accordance with relevant laws and regulations, approved by a resolution of the Shareholders Conference, and in following methods:

1)     to issue new shares to the public;
2)     to place new shares to the existing shareholders;
3)     to distribute bonus shares in proportion to the existing shareholders;
4)     to convert the common reserve fund of the Company to capital;
5)     other methods pursuant to laws and administrative regulations, and approved by relevant government authorities.

Article 19: The Company may reduce its registered capital in accordance with Articles of Association. The registered capital shall be reduced in accordance with the Company Law and other relevant rules and regulations, and following the procedures stipulated in Articles of Association.

Article 20: Upon passing through the procedures stipulated in the Articles of Association, and upon approval of the relevant responsible authorities, the Company may repurchase its shares under the following circumstances:

1) to cancel shares of the Company in order to decrease the Company’s capital. to merge with other companies holding shares of the Company.

The Company shall not make purchase or put on sell of any shares of the Company excepting under the above-mentioned circumstances.

Article 21 The Company may repurchase its shares in one of the following methods:
1)     Make repurchase offerings in same proportion to all shareholders;
2)     Reach repurchase agreements with individual shareholders upon approval by the Shareholders Conferences;
3)     Other methods pursuant to laws and administrative regulations, and approved by relevant government authorities.

Article 22 Within ten days following the purchase of the Company’s own share certificates, the Company shall cancel that portion of its shares and apply for changing registration of its registered capital with the original Industrial and Commercial Administration authority.

SECTION 3 TRANSFER OF SHARES

Article 23 Shares of the Company shall be transferred in accordance with the national laws and regulations.

Article 24 The Company shall not accept the Company’s own share certificates as collateral.

Article 25 Shares of the Company held by a promoter of the Company shall not be transferred for three years after the Company’s establishment.

CHAPTER 4 SHAREHOLDERS & CONFERENCE OF SHAREHOLDERS
SECTION 1 SHAREHOLDERS

Article 26 Shareholders of the Company shall be natural persons or legal persons who legally hold shares of the Company. The shareholders shall enjoy the right of, and be liable to, the Company to the extent of the shares held by them.

Article 27 The Company shall establish a register of shareholders setting out the following:
(1)     names and domiciles of the shareholders.
(2)     quantity of shares held by the shareholders;
(3)     serial numbers of the share certificates held by the shareholders.
(4)     dates when the shareholders get their share certificates.

Article 28 When the shareholder’s qualifications need to be confirmed during actions such as holding the Shareholders Conferences, distributing the profits, making liquidations, etc., only the shareholders registered on record on the shares registration day decided by the Board of Directors shall be deemed as qualified shareholders.

Article 29 The shareholders of the Company shall have the following rights:
1)     to enjoy dividends and other forms of benefits distribution in proportion of the shares held by them.
2)     to attend or to appoint proxies to attend the shareholders’ meetings.
3)     to exercise voting rights at shareholders’ meetings in accordance with the proportions of their capital contribution.
4)     to exercise supervision, make proposals or inquires in respect of the company’s operations.
5)     to exercise transfer, bestowal, hypothecation of the shares held by them pursuant to laws, administrative regulations and Articles of Association.
6)     to obtain relevant information and data pursuant to laws and Articles of Association including the following:
   1. Articles of Association
   2. data of the shares held by themselves.
   3. resolution and minutes of the Shareholders Conferences;
   4. interim reports or annul reports.
   5. total amount of the capital stock and the shares structure of the Company.
7)     to take part in the allocation of the remaining properties of the Company in proportion of the shares held by them during the termination or liquidation of the Company;
8)     If any resolution adopted by the Shareholders’ Conference or the Board of Directors violates any law or administrative regulation or infringes the lawful rights and interests of the shareholders, shareholders have the right to initiate proceedings in the people’s court to require that such acts of violation or infringement be stopped.
9)     To exercise other rights granted by laws, administrative regulations and Articles of Association.

Article 30 The shareholders of the Company shall bear obligations to:
(1)     abide by Articles of Association
(2)     pay for their shares in accordance with the quantity and their methods of buying shares.
(3)     the withdrawal of shares shall not be permitted except for under the circumstances stipulated by laws and regulations.
(4)     other obligations pursuant to laws, administrative regulations and Articles of Association.

Article 31 In the event that a shareholder takes his shares as collateral, the shareholder shall report to the Company three days after the event taking place.

Article 32 When holding shareholders of the Company exercise their voting rights, they shall not make decisions which harm the legitimate rights and interests of the Company and the rest shareholders of the Company.

Article 33 In this Articles of Association, the terms “holding Shareholder” refers to shareholder who meets the following requirements
1)     who may elect more than half of the total members of the Board of Directors when he or she takes actions solely, or takes unanimous actions with others.
2)     who may exercise, or control the exercise of, more than thirty percent of the total voting rights of the Company when he or she takes actions solely, or takes unanimous actions with others.
3)     who may hold more than thirty percent of the total shares of the Company when he or she takes actions, or takes unanimous actions with others.
4)     who may actually control the Company in other methods when he or she takes actions, or takes unanimous actions with others.

In this Article, the term “unanimous action” refers to the action when two or more than two persons manage to control, or to consolidate the control of the Company by means of gaining voting rights of the Company by one of them, upon agreements whether in oral or in written forms.

SECTION 2 CONFERENCE OF SHAREHOLDERS

Article 34 The Shareholders’ Conference is authoritative organization of the Company which exercises the following powers in accordance with law:
(1)     to decide on the company’s operational policies and investment plans;
(2)     to elect and replace directors and decide on matters relating to the remuneration of directors;
(3)     to elect and replace the supervisors who are representatives of the shareholders and decide on matters relating to the remuneration of supervisors;
(4)     to examine and approve reports of the Board of Directors;
(5)     to examine and approve reports of the Board of Supervisors;
(6)     to examine and approve the company’s proposed annual financial budget and final accounts;
(7)     to examine and approve the company’s profit distribution plan and plan for recovery of losses;
(8)     to decide on increases in or reductions of the company’s registered capital;
(9)     to decide on the issue of bonds by the company;
(10)     to decide on issue such as merger, division, dissolution and liquidation of the company and other matters;
(11)     to amend the company’s articles of association.
(12)     to decide on the engagement or dismissal of an accountant office.
(13)     to examine and approve the proposals by the shareholders representing those holding five percent or more of the total issued and outstanding voting shares.
(14)     to examine and approve other matters which shall be decided by the Shareholders Conferences in accordance with laws, regulations and Articles of Association.

Article 35 The Shareholders’ Conferences shall consist of annul meetings and interim meetings. Annul meetings shall be held once every year, and shall be held within six months from the ending of the last fiscal year.

Article 36 An interim shareholders’ conference shall be held within two months under any of the following circumstances:
(1)     the number of directors is less than tow-thirds of the number of directors required by this Law or of the number of directors specified in the company’s articles of association;
(2)     the unrecovered losses of the company’s capital reach one-third of the company’s total share capital;
(3)     upon request in written by an individual shareholder, or shareholders jointly, holding ten per cent or more of the shares of the company ( not including voting proxy );
(4)     when deemed necessary by the Board of Directors;
(5)     when the Board of Supervisors proposes convening it; and
(6)     other circumstances stipulated by this Articles of Association.

Article 37 An interim shareholders’ conference shall not adopt resolutions on matters not stated in the notice stipulated hereinafter, unless all the shareholders of the Company are at present at the meeting, and the resolution has been approved by shareholders with two-thirds or more of the voting rights present at the meeting.

Article 38 Convening the Shareholders’ Conferences is the responsibility of the chairman of the Board of Directors in accordance with Law and such meetings are presided over by the chairman. If the chairman is unable to perform his duties for a particular reason, the vice-chairman or another director designated by the chairman presides over the meeting. If the chairman and vice-chairmen are unable to perform their duties for a particular reason, and there is no person designated by the chairman to preside over the meeting, an shareholder designated by all the shareholders presenting the meeting presides over the meeting. If the shareholders presenting the meeting can not designate a person to preside over the meeting for any reasons, the meeting shall be presided over by the shareholder or his/her proxy present at the meeting with the most voting rights among all of the shareholders present at the meeting.

Article 39 When convening a Shareholders’ Conference, notice shall be given in written by the Board of Directors to all shareholders registered on record thirty days before the meeting.

Article 40 The notice shall state the following matters to be considered at the meeting:
(1)     date, address and term of the meeting.
(2)     matters to be examined by the meeting;
(3)     to state in clear words: All of the shareholders shall have the right to present and to vote, or appoint their proxies to present and to vote, at the Shareholders Conference. The proxy may not necessarily be a shareholder of the Company.
(4)     the date for registration of shares designated by the Board of Directors.
(5)     time and address for the arrival of power of attorney of the voting rights.
(6)     name and telephone number of the permanent linkman who is in charge of the affairs of the meeting.

Article 41 The shareholders shall be present at the Shareholders Conference by their legal representatives or proxies appointed in written by their legal representatives.

Article 42 In the event that the legal representative of a shareholder is present at the meeting, the legal representative shall bring forth his/her identification card, effective certificate that testifies his/her qualification of legal representative, and effective share certificates; In the event that a proxy is appointed to be present at the meeting, the proxy shall bring forth his/her identification card, effective certificate that testifies his/her qualification of legal representative, and effective share certificates;

Article 43 The powers of attorney of shareholders who attended by proxy shall setout the following:
(1)     name of the proxy; whether he/she has the right to vote;
(2)     whether he/she has the right to vote; whether he/she has the right to vote on the temporary resolution which may be brought into the agenda, and the detailed instructions on which kind of the voting right shall be used if he/she has the right to vote.
(3)     date of execution and useful-life of the powers of attorney.
(4)     Signature of the legal representative and seal of the legal person.

The powers of attorney shall give clear indication of whether the proxy of the shareholder may vote according to his/her own opinions if no indications given by the shareholder.

Article 44 The powers of attorney for voting shall be submitted to the permanent linkman 24 hours before the opening of the relevant meetings. In the event that the powers of attorney is signed by others appointed by the consigner, the powers of attorney and other files subscribed and authorized shall be notarized and submitted together to the permanent linkman in charge of the meeting affairs.

In the event that the consignee is a legal person, its legal representative or others authorized by it as a representative shall be present at the shareholders meetings.

Article 45 The album of signatures by all the members presenting at the Shareholders Conferences shall be prepared by the Company. The album shall give clear indication of the company names, ID Card number of the representative, domicile, amount of voting shares and name of the consignees, etc.

Article 46 The procedures for holding a interim Shareholders Conference upon request by the Board of Supervisors or by shareholders shall be carried out in accordance with the following:
(1) To subscribe a copy or several copies of request in written for convening an interim Shareholders Conference by the Board of Directors, with a clear statement of the topics of the meeting. Upon receipt of the request in written by the Board of Directors, notices shall be issued on convening the interim Shareholders Conference.
(2) In the event that the notices have not been sent out after the Board of Directors have received the request for convening the Meeting, an interim Shareholders Conference may be convened by the Board of Supervisors, or by the shareholders who proposed to convene the meeting, within three months from the date of receipt of the request.

In the event that the Board of Supervisors or the Shareholders convene the Meeting by themselves due to failing to convene the meeting by the Board of Directors upon the above-mentioned request, the Company shall provide necessary assistance to the Board of Supervisors and the shareholders, and shall bear the costs for the Meeting.

Article 47 Except in the event of force majeure or other accidents, the Board of Directors shall not change the opening date of the Shareholders Conference after notices for holding the Meeting have been issued; In the event that it is assuredly necessary to make such changes, the date of registration on record of the shareholders with the right to be present at the meeting shall not be changed for this reason.

Article 48 In the event that the number of directors is less than the least number required by the Company Law, or less than tow-thirds of the number of directors required by this Articles of Association, or the unrecovered losses of the company’s capital reach one-third of the company’s total share capital, or the Board of Directors fails to convene an interim Shareholders Conference within prescribed times, interim Shareholders Conferences shall be convened in accordance with the procedures stipulated in Article 40 of this Articles of Association by the Board of Supervisors or upon proposal by two-third of the total shareholders themselves.

SECTION 3 PROPOSALS OF CONFERENCE OF THE SHAREHOLDERS

Article 49 The shareholder solely holding five percent of the total voting shares, or shareholders jointly holding five percent of the total voting shares of the Company, shall have the right to propose new resolutions to the Company.

Article 50 The proposals of the Shareholders Conferences shall meet the following requirements:
(1)     The contents shall not be against the stipulations of laws, regulations and Articles of Association, and shall be within the Company’s scale and scope of business operation, and within the Shareholders Conferences’ scale and scope of responsibilities.
(2)     The proposal have clear topics for discussion, or material matters for resolutions; and
(3)     Shall be submitted or delivered in written to the Board of Directors.

Article 51 The Board of Directors of the Company shall examine and approve the proposals of the Shareholders Conferences in accordance with the stipulations of the proceeding Article and the principle of for the shareholders’ best interest.

Article 52 In the event that some proposals are not listed in the agenda of the Shareholders Conferences by the Board of Directors, related explanations and descriptions shall be made during the meeting, and the contents of the proposals and the explanations made by the Board of Directors shall be fully recorded in the resolution or in the minutes of the Shareholders Conferences.

Article 53 In the event that an objection to the decision of not listing a proposal to the agenda of the Shareholders Conferences is expressed by the director who made the proposal, an interim Shareholders Conference may be required in accordance with the procedures stipulated in Article 48 of Articles of Association.

SECTION 4 RESOLUTIONS OF CONFERENCE OF SHAREHOLDERS

Article 54 Shareholders of the Company shall have votes in proportion with the shares held by them, one vote for each share they hold.

Article 55 The resolutions of the Shareholders Conferences consist of Common Resolutions and Special Resolutions. The Common Resolution shall be passed by shareholders presenting at the Shareholders Conference and representing half or more of the voting shares.

The Special Resolution shall be passed by shareholders presenting at the Shareholders Conference and representing two-third or more of the voting shares.

Article 56 The following matters shall be passed Common Resolution of the Shareholders Conferences:
(1)     Working report of the Board of Directors and Board of Supervisors;
(2)     Profit distribution plan and deficit recovery plan by the Board of directors;
(3)     Appointment and replacement, and compensation and payment method of the member of Board of Directors and Board of Supervisors;
(4)     the Company’s proposed annual financial budget and final accounts;
(5)     annual report of the Company;
(6)     other matters which shall be examined and passed by the Special Resolution in accordance with laws, administrative regulations or the Articles of Association of the Company.

Article 57 The following matters shall be passed by the Special Resolution of the Shareholders Conferences:
(1)     increases in or reductions of the Company’s registered capital;
(2)     the issue of bonds by the Company;
(3)     division, merger, dissolution and liquidation of the Company;
(4)     amendments of Articles of Association of the Company;
(5)     repurchase of the Company’s shares;
(6)     other issues having material effect on the Company and shall be passed by the Special Resolutions upon decision in accordance with this Articles of Association and by Shareholders Conferences of the Company.

Article 58 Unless otherwise approved by Special Resolutions of the Shareholders Conferences, the Company shall not enter into any contracts with person(s) other than the directors, general managers and/or other senior management, which hand the administration of all or important part of the Company’s business to the person(s).

Article 59 The list of candidates of directors and supervisors shall be submitted by means of a proposal to the Shareholders Conferences to approve with a resolution.

The candidates of directors of the first term shall be nominated by the promoters. The candidates of the directors of the succeeding terms shall be nominated by the Board of Directors of the last terms.

The candidates of supervisors of the first term shall be nominated by the promoters. The candidates of the directors of the succeeding terms shall be nominated by the Board of Supervisors of the last terms. In the event that the a representative of employees takes up the post of a supervisor, the candidate shall be recommended democratically by the employees of the Company.

The Board of Directors shall provide to the shareholders resumes and background information of the candidate directors and supervisors.

Article 60 Registered vote shall be adopted as the voting method of the Board of Directors.

Article 61 The votes on each issues examined and approved shall be counted by the Secretary of the Board, and the voting result shall be announced on the spot.

Article 62 The presider of the Shareholders Conferences shall determine whether the resolutions have been passed according the voting results, and shall announce the results on the spot. The voting results shall be recorded on the minutes of the Meeting.

Article 63 In the event that the presider hold any doubts of the voting results, the number of ballots may be counted; In the event that the presider doesn’t count the ballots, and there are objections to the voting results by shareholders or by their proxies presenting at the Meeting, the shareholders or their proxies shall be entitled to request that the ballots to be counted immediately, and the presider shall do such counting immediately according to their requirements.

Article 64 In the event that the Shareholders Conferences examine and approve affiliated transactions, the affiliated shareholders shall not participate in the voting, and the number of shares held by them with voting rights shall not be added to the total number of the effective votes. The situation of voting by non-affiliated shareholders shall be recorded integrally on the resolutions or the minutes of the Shareholders Conferences. In the even of particular situations that the affiliate shareholders can not avoid the voting, they may vote in accordance with normal proceedings, but the details shall be given in the resolutions and minutes of the Shareholders Conferences.

Article 65 In the event that an affiliated transaction is examined and approved by the Shareholders Conferences, the affiliated shareholders shall explain to the Meeting and shall indicate clearly that they do not participate in the voting. In the event that such shareholders do not explain the affiliation and do not avoid the voting, other shareholders may request them to make the explanation and to avoid the voting. In the event that the affiliated shareholders insist on participating in the voting, all the other shareholders presenting at the Shareholders Conferences shall apply the proceedings of the Special Resolution to vote deciding whether the transactions are affiliate and whether such shareholders shall avoid the voting. Before the voting, the other shareholders shall be entitled to request such shareholders for explanations on related issues.

In the event that affiliated shareholders are discovered by other shareholders after closing of the Shareholders Conferences to have participated in the voting related to affiliated transactions, or that there are objections on whether avoiding is applicable, the other shareholders shall be entitled to bring suits on relevant resolutions in the People’s Court in accordance with the Articles of Association.

Article 66 In the event that affiliated shareholders make a clear expression of avoiding the voting, other shareholders presenting the Shareholders Conferences shall examine and vote on the issues related to the affiliated transactions, and the voting result shall have equivalent legal binding force with other resolutions.

Article 67 The term “particular situation” in Article 64 means the following situations:
(1)     shareholders presenting at the Shareholders Conferences are only affiliated shareholders.
(2)     resolutions on participation by affiliated shareholders in the voting are submitted to the Shareholders Conferences and passed in proceedings of a Special Resolution by other shareholders presenting at the Meeting.
(3)     other situations in which the affiliated shareholders cannot avoid the voting.

Article 68 Except in the event that commercial secrets of the Company are involved and cannot be opened to the public in the Shareholders Conferences, the Board of Directors and Board of Supervisors shall make reply or explanation to the inquiries and suggestions made by shareholders.

Article 69 The Shareholders Conferences shall keep minutes of the Meeting, which shall put on record the following:
(1)     number of voting shares presenting at the Meetings, the proportion they occupies in the total shares of the Company;
(2)     date and address of the Meetings;
(3)     presider’s name, agenda;
(4)     key points in the speeches by each addressor on every issues examined and approved;
(5)     voting results on each issues voted;
(6)     inquiries and suggestions made by shareholders, and replies and explanations made by the Board of Directors and/or by Board of Supervisors.
(7)     other issues which shall be recorded in the minutes of the Meetings, upon decision by the Board of Directors and in accordance with Articles of Association,.

Article 70 The minutes of the Shareholders Conferences shall be signed by the directors and the recorder presenting at the Meeting, and shall be kept as corporate documents of the Company by Secretary of the Board of Directors. The keeping term shall be 10 years.

CHAPTER 5 BOARD OF DIRECTORS
SECTION 1 MEMBERS OF THE BOARD OF DIRECTORS

Article 71 A director of the Company shall be a natural person, who do not have to hold share of the Company. Directors of the Company include independent directors. An independent director shall have 5 years or more of experience on business operation and administration, juristic or financial works, and shall guarantee that he or she has sufficient time and energy to fulfill his or her duties as a director of the Company. The following persons shall not serve as independent directors:
(1)     an employee of the Company;
(2)     person who have ever hold a post in the Company during the past one year;
(3)     a shareholder of the Company, or an employee of a shareholder of the Company;
(4)     other person with crucial relations with the Company, the management or affiliated persons of the Company.

Article 72 The person with situations stipulated in Article 57 and Article 58 of the Company Law shall not serve as a director of the Company.

Article 73 The directors shall be elected or replaced by the Board of Directors ( or, in the first term of the Board of Directors, by the Founding Meeting ). Each term shall not be longer than three years. At the end of a director’s term, the director may serve another term if re-elected. The Shareholders Conferences shall not without reason replace a director before the expiry date of that director’s term.

A director’s term shall start from the date on which the resolution on the director’s qualification has been passed, and to the expiry date of the term of the Board of Directors.

Article 74 Director should comply with the stipulation of law, regulations and the Association and faithfully perform duty and safeguard Company’s benefit and obey the principle of considering. When the directors have conflicts with the Company or shareholders benefits, the directors should put the biggest benefit of the Company and shareholders in the first place, and guarantee that:
(1)     to execute authority within scope;
(2)     not to sign contract or have transaction with the Company that against the Articles or approval by Conference of shareholders under knowledge.
(3)     not to pursue benefits for own or others by using the Company’s internal message.
(4)     not to operate similar business or harmful activities to the Company for own or others;
(5)     not to receive bribery or other illegal income nor occupy Company’s property.
(6)     not to embezzle capital or lend Company’s capital to others.
(7)     not to occupy or receive business opportunities that should belong to the Company by using the convenience from the post.
(8)     not to receive commission related with company’s transaction without approval from Conference of Shareholders under knowledge.
(9)     not to deposit the Company’s capital by name of own or others.
(10)     not to supply guarantee by the Company’s capital for debt of shareholders or other personals.
(11)     not to expose confidential messages relate to the Company without approval from Conference of Shareholders under knowledge. While is entitled to expose the messages to court or other government departments under following situation:
     (i) according to stipulation of law;
     (ii) according to requirement of public benefit;
     (iii) according to requirement of the shareholder’s legal benefit.

Article 75 Directors shall exercise the rights granted by the Company prudently, conscientiously and diligently and guarantee the following:
(1)     The Company’s business activities are in conformity with the requirements of law, administrative regulation and economic policies of government and shall not exceed business scope stipulated in the Operation License.
(2)     Dealing fairly with all shareholders;
(3)     Reading carefully each commercial and financial report of the Company and know in time the Company’s business operation and management.
(4)     Executing handling right on management legally granted and shall not appoint others to execute the right;
(5)     Receiving legal supervision and reasonable suggestion from Board of Supervisors.

Article 76 Any director shall not execute on behalf of the Company or Board of Directors in personal name out of stipulation of Association or without legal authorization from Board of Directors. The director who execute in personal name shall state in advance his stand and identity upon the situation that the third party reasonably considers the said director is executing on behalf on the Company and Board of Directors.

Article 77 Any connections of director’s own company or his serving company with the Company on the Company’s ready or planning contract, transaction and arrangement (except for Employment Contract), whether necessarily to be proved by Board of Directors or not, shall be revealed of their level and nature to the Board of Directors.

Unless the said director has made exposition to the Board of Directors according to the stipulation of aforesaid term and the meeting of Board of Directors approved the said issue without taking the said director into account of the legal number and the said director also quit voting, the Company is entitled to cancel this contract, transaction or arrangement except the third party is of goodwill.

Article 78 Meeting of Board of Directors should be proposed to convene. The concerning director should clearly explain the issue on the meeting of Board of Directors and related condition in detail and state the challenge attitude for voting. Meeting of Board of Directors shall discuss and vote to make resolution without counting the said director in legal number.

Article 79 If the director has informed Board of Directors in written form before considering drafting relevant contracts, transactions or arrangements and has announced that the future contracts, transactions or arrangements of the Company will have interest with this director, such notice shall be considered by relevant directors as an exposition made according to the aforesaid Article .

Article 80 The director shall be considered as unabling to fulfill the post if fails to attend the board meeting for twice continuously without entrusting other directors to attend the conference and shall be suggested by the Board of Directors to be replaced by the Conference of Shareholders.

Article 81 Directors are entitled to resign before due term and shall submit resignation report to Board of Directors.

Article 82 Resignation report of the directors shall become effective after the new directors have taken the post if the resignation of the directors have lead the result that the number of the Board of Directors are below the legal number. The rest directors still on post shall convene temporary conference of shareholders and elect new directors for the vacancy. Resigning directors and the rest directors shall temporarily suspend the authorities stipulated in Article 91 (3) to (8) and (10).

Article 83 The directors upon submitting resignation and due term shall not be released from his responsibilities before the resignation report become effective or within reasonable period after effective date and within the reasonable period after due term, nor to be released from responsibility of keeping confidential on the Company’s commercial secrets after due term until the said secrets have become public information. The continued duration of other duties should be decided according to fair principle, based on the length between occurrence of the issue and outgoing and on the circumstance and condition that the relations with the Company are ended.

Article 84 The directors shall compensate for the loss due to arbitrary absence before due term.

Article 85 The Company shall not pay tax for directors in any form.

Article 86 The stipulations relates to directors in this section are also be adaptable to supervisors, general manager and other senior management.

SECTION 2 BOARD OF DIRECTORS

Article 87 The company sets up Board of Directors which is responsible for conference of shareholders. The board consists of 9 directors and appoint 1 chairman of the board, 2 vice chairmen and 2 independent directors.

Article 88 Board of Directors consists of 9 directors and appoint 1 chairman of the board, 2 vice chairmen and 2 independent directors.

Article 89 The Board of Directors shall execute following authorities:
(1)     Being responsible for convening conference of shareholders and make work report to conference of shareholders;
(2)     Executing resolution of shareholders’ conference;
(3)     Making decision on operation plan and investment program of the Company;
(4)     Drafting annual financial budget and final accounting program;
(5)     Drafting profit distribution and deficit making up program; Drafting program on increase and reduction
(6)     Drafting increase or reduce of the registered capital, issuing bond or other programs on stock or going public;
(7)     Drafting major program on purchasing, repurchasing the Company’s stock or merger, division and dissolution of the Company.
(8)     Determining risk investment, capital deposit and other security issues under authorization of conference of shareholders;
(9)     Determining installment of internal management departments;
(10)     Employing or dismissing the Company’s general manager, secretary of the Board of Directors; Employing or dismissing the Company’s senior management including vice general manager, chief of financial etc. according to proposal of general manager and determining issues concerning salary, reward and punishment, etc..
(11)     Drafting basic management regulations of the Company.
(12)     Drafting modification program on the Articles of Association of the Company.
(13)     Proposing for employment or replacement of the accountant firm for the Company’s auditing.
(14)     Listening to the working report and inspecting work of the general manager; (15) Other authorities granted by Law, regulations or the company’s Article, as well as by shareholders’ conference.

Article 90 The Board of Directors shall make explanation on the auditing report with reservation opinions from registered accountant to the Company’s financial report.

Article 91 The Board of Directors shall draft rules of conference of the Board of Directors to secure efficiency and scientific determination.

Article 92 The Board of Directors shall determine the external investment scope according to resolution and authorization of the conference of shareholders.

Article 93 The Board of Directors shall determine the sale, rent of Company’s assets, and external loan with company’s capital as security, collateral or mortgage and investments.

Article 94 The Board of Directors shall, in the scope of aforesaid stipulations, establish strict examination and decision program; Significant investment project should be evaluated by organizing relevant experts and professional personnel.

Article 95 Chairman of the board is taken charge of by company’s director, elected and replaced by over half of all directors in the election.

Article 96 Chairman of the board shall execute following authorities:
(1)     Presiding over shareholders conference, convene and host board meeting;
(2)     Conducting and inspecting the execution of resolution of Board of Directors;
(3)     Issuing company’s stock, bond and other securities;
(4)     Signing the important documents of Board of Directors and other documents that should be signed by company’s legal representative;
(5)     Exercising the authority of legal representative;
(6)     Execute special management rights to the Company which in conformity with stipulation of Law and benefit of the Company Under the urgent condition of force major such as big natural calamity, and report to the Board of Directors and conference of shareholders afterwards.
(7)     Other authorities granted by Board of Directors.

Article 97 The chairman of the board, when being unable to execute authority, shall appoint a director to act his post.

Article 98 The Board of Directors shall convene conference for at least twice a year to be called by chairman of the board and inform all directors 10 days before conference by written form .

Article 99 Chairman of the board should call the temporary board meeting in 30 working days under one of following case:
(1)     Chairman of the board considers necessary;
(2)     1/3 of the above directors jointly signed suggestion;
(3)     The proposal of Board of Supervisors;
(4)     The proposal of general manager;
(5)     Other cases stipulated in this Article.

Article 100 The temporary board meeting called by chairman of the board shall be informed 5 days before written notice to all director. Under cases in (2), (3), (4), (5), when chairman of the board can not perform duty, a vice chairman of the board or a director should be designated to call the conference; If the Chairman of the board does not perform duty without reason, nor designates specific person to exercise the duty, the conference shall be convened by vice chairman of the board or a director elected by voting through over 1/2 of the directors.

Article 101 Notice of Board of Directors’ conference includes following content:
a)     Date and place of the conference;
b)     Term of the conference;
c)     Reason and subject;
d)     Sending date of notice.

Article 102 Board meeting should be convened with presence of over 1/2 of the directors. Resolutions made by Board of Directors shall be passed by over 1/2 of all directors.

Article 103 The board meeting should be attended by directors personally. Directors being unable to attend the meeting for certain reason can entrust other directors to attend in written form. Certificate of entrustment should show period of validity, agency item, limits of authority and the full name of agent and to be signed or stamped by trustee.

The acting director attending the conference should exercise the right of director in the sphere of authority. Director who does not attend the board meeting, nor entrust proxy to attend is considered to have given up the voting rights of this conference.

Article 104 The resolution of Board of Directors is by way of voting. Each director has one voting ballot.

Article 105 The board meeting should have conference record with signatures of the recording person and directors at presence. Directors attend the conference are entitled to require the instructive record on theirs speeches on the conference. The conference record of Board of Directors shall be preserved as company’s files by the secretary of Board of Directors with storage term of 10 years.

Article 106 The conference record of Board of Directors includes following content:
a)     Date, place and presider;
b)     Name of attending director as well as acting director (proxy)s;
c)     Agenda of the conference;
d)     Main points of Director’s speech;
e)     Voting method and result of each resolution item ( voting result should show ballot number of consent, opposition or abstention ).

Article 107 Directors should sign the resolution of shareholders’ conference and undertake responsibility. The directors participating the resolution shall undertake liabilities to pay compensation for the Company if the resolution causes damage to the Company due to violations of rules, regulations or this Article. The directors shall be exempt from such liability if the said directors are proved with evidence that they have raised objective proposals and such objections have been recorded.

SECTION 3 SECRETARY OF BOARD OF DIRECOTRS

Article 108 The Board of Directors shall establish secretary post to be responsible for the Board of Directors.

Article 109 The secretary of the Board of Directors shall have essential professional knowledge and experience and be in conformity with following conditions:
(1) Being natural person that have college education background with over 3 years of experience in secretary, management and equity affairs;
(2) Possessing knowledge on the aspects such as finance, tax revenue, law, finance and business management as well as good moral quality and professional morals and abiding by the law, regulations and rule strictly. Being able to perform duty loyally and having good ability of handling public affairs;

Article 110 The secretary of Board of Directors performs following duties:
(1)     Preparing and presenting documents and reports of Board of Directors and conference of shareholders required by government authorities;
(2)     Arranging board meeting and shareholders and taking the responsibility for the conference record and storage of such record and files;
(3)     Guaranteeing that the entitled persons are capable of getting the required documents and records in time;
(4)     Making clarifications to the directors, supervisors and senior management of their responsibilities and law, regulations, rule, policy and stipulations of this Association that shall be complied with;
(5)     Assisting the Board of Directors in executing authority. Proposing objection timely upon violation of the resolution of Board of Directors to law, regulation, rule, policy and relevant stipulation of this Article and reporting to whole directors.
(6)     Offering consultant and advice for company’s significant decision; The relevant stipulation of plan and this article should be prompt to put
(7)     Handling issues between the Company and government authorities as well as the shareholders;
(8)     Other duties assigned by this Association.

Article 111 Company’s director or other senior managements are entitled to take concurrent post as the company’s secretary of Board of Directors. The accountant from accounting firm and lawyer from law firm employed by the Company shall not act as secretary of Board of Directors concurrently.

Article 112 The secretary of Board of Directors shall be nominated by chairman of the board and appointed by Board of Directors. Such secretary who holds concurrent post as director shall not make determination with double identities if an action shall be determined by directors and secretary of Board of Directors separately.

Article 113 Dismissal of the secretary of Board of Directors shall be determined by the Board of Directors. Board of Directors shall report to whole shareholders for the reason of this dismissal and make explanation and meanwhile appoint new secretary of the Board of Directors according to the stipulation of the aforesaid article.

Article 114 Secretary of Board of Directors should accept the examination from Board of Directors before leaving the post and transfer all issues under handling or remained to relevant persons.

CHAPTER 6 GENERAL MANAGER

Article 115 The Company shall appoint one general manager who is employed or replaced by Board of Directors. Directors can be employed as general manager, vice general manager or other senior management concurrently and the number of directors holding the above concurrent post shall not exceed 1/2 of the number of total directors of the Company.

Article 116 The staff with the situation stipulated in Company Law (57)and (58) shall not be appointed as general manager.

Article 117 Term of the general manager is three years. General manager can be re-elect and take the post continuously.

Article 118 The general manager shall be responsible for Board of Directors and exercise following authorities:
(1)     Fulfilling the production management of the Company and report to Board of Directors;
(2)     Organizing and executing the Company’s annual plan and investment scheme as well as resolution of Board of Directors;
(3)     Drawing up the company’s internal administration installation scheme;
(4)     Drawing up the basic management system of company;
(5)     Working out the specific rule of company;
(6)     Submitting to Board of Directors for proposal of employing or replacing vice general manager and chief of financial;
(7)     Employing or replacing administrative staffs outside of the decision from Board of Directors ;
(8)     Making decision on rewards and punishments, welfare and wages of Company’s staff and their employment and dismissal.
(9)     Making suggestion to convene the temporary meeting of Board of Directors;
(10)     Other authorities granted by this Article or the appointment from Board of Directors.

Article 119 General manager shall attend board meeting. Non-director general manager has no authority of voting.

Article 120 General manager exercises authority according to this Association, and carries out management conference system with general manager be sole responsibility. Significant issues shall be submitted to the management conference by general manager and shall be decided by general manager if consistent opinion can not be reached.

General manager will take the final responsibility for the issues within his authority scope.

Article 121 General manager shall report to Board of Directors or Board of Supervisors of Company the signing and execution of major contract, operation of capital and profit or loss.

Article 122 General manager shall listen to the opinions from worker’s union and staff representatives’ conference in advance before working out issues that concern with staff’s personal benefit including staff wages, welfare, production safety as well as labor protection, labor insurance, dismissal etc..

Article 123 General manager shall work out working instruction for the post and execute after approval from Board of Directors.

Article 124 The working instruction of general manager includes following content:
a)     The conditions and procedures for convening the meeting of general manager and participators;
b)     Specific responsibilities and work of general manager, vice general manager and other senior managements;
c)     Utilization of Company’s capital and asset, limits of authority for signing significant contract, as well as reporting system to Board of Directors and Board of Supervisors; d) Other necessary items considered by Board of Directors.

Article 125 The Company’s general manager should comply with the stipulation of law, administrative regulations and this Association, performs sincere and diligent duty.

Article 126 The general manager proposes to resign before term expiration to. Method and the specific program of such resign are stipulated by the labor contract between general manager and company.

CHAPTER 7 BOARD OF SUPERVISORS
SECTION 1 SUPERVISOR

Article 127 The Company set up Board of Supervisors which consists of 3 supervisors and 1 chairman. Chairman can appointed a supervisor as acting if the chairman is unable to fulfill his authority.

Article 128 Supervisors can be served by representatives of shareholders and staffs of company. Representatives of staffs shall occupy not less than one third of the number of supervisors.

Article 129 persons under the situation stipulated in Article 57 and Article 58 can not serve as supervisors. Directors, general manager and chief of financial can not serve as supervisors concurrently.

Article 130 Term of supervisor is three years. Supervisor served by shareholder shall be elected or changed by conference of shareholders. Supervisor served by staff shall be created or replaced through democratic election by staffs of company. Supervisors can be reelected and reappointed.

Article 131 Supervisors unable to attend conference personally or entrust other supervisors to attend for twice contineously is considered to be unable to fulfill his obligation and shall be proposed by Board of Supervisors to be replaced by conference of shareholders or staffs of company.

Article 132 Supervisors can hand in their resignation before the term is due. The provision on resignation of directors in Chapter 5 is also adapt to supervisors.

Article 133 Supervisors shall comply with law, administrative regulations and provisions of the ?and fulfill the obligation faithfully and diligently.

SECTION 2 BOARD OF SUPERVISORS

Article 134 Board of Supervisors has the following authorities:
(1)     Check the financial situation of the company;
(2)     Make supervision over directors, general manager and other senior officials on their actions that against law, regulation and Association;
(3)     Propose the request of amendment to directors, general manager and other senior officials for their actions that are that harm the benefit of company.
(4)     Make proposal for provisional conference of shareholders.
(5)     Attend Board of Directors.
(6)     Other authorities granted by the Association and conference of shareholders.

Article 135 Board of Supervisors can engage professional institute such as law firm or accounting firm to provide assistance when necessary. The company will bear the expenses caused thereof.

Article 136 Board of Supervisors shall have conference for at lease twice a year. The notice for the conference shall reach all supervisors in written form 10 day before the conference.

Article 137 Notice of supervisors’ Conference shall include: date, place and term of the conference and its cause and subject for discussion.

SECTION 3 RESOLUTIONS OF BOARD OF SUPERVISORS

Article 138 Conference of Board of Supervisors is hosted by chairman of supervisors.

Supervisors shall attend the conference in person or entrust other supervisor to attend by Entrustment Letter. Entrustment Letter shall show the name, entrusted issue, authority and validity of entrustment and signed or stamped by entrust person.

The acting supervisor shall execute the authority within the authorized scope. The supervisor’s voting right shall be considered to be given up if the supervisor is absence from the conference and without entrustment to other supervisors. The conference shall be held only with over half of the supervisors at presence.

Article 139 The Board of Supervisors vote by raising hands. Resolution made by Board of Supervisors shall pass half of the number of total supervisors with each supervisor has one ballot of voting.

Article 140 Conference of Board of Supervisors shall have record with signatures of supervisors and recorder that at presence. The supervisors are entitled with instructive record for their speeches on the conference. Such record shall be preserved by Board of Directors with storage term of 10 years.

CHAPTER 8 FINANCIAL & ACCOUNTING SYSTEM, PROFIT DISTRIBUTION AND AUDITING
SECTION 1 FINANCIAL & ACCOUNTING SYSTEM

Article 141 The financial & accounting system of the Company is made in conformity with law and administrative regulations and rules stipulated by government.

Article 142 The midyear financial report shall be drafted within 60 days of 6 month after each fiscal year.

Article 143 The annual report and midyear report that contain profit distribution of midyear include:
(1)     Balance sheet
(2)     Income statement
(3)     Statement of profit Distribution
(4)     Statement of cash flow
(5)     Note for accounting statement The midyear profit will not be distributed. The midyear financial report shall provide accounting statement except (3)

Article 144 Midyear financial report and annual report are drafted in conformity with relevant law and regulation.

Article 145 The company has no other account book except the legal account book. Assets of the Company are not to be deposited under any personal account.

Article 146 Profit after tax are distributed by following order:
(1)     making up the deficit of the last year;
(2)     drawing 10% as legal common reserve fund;
(3)     drawing 5% as legal public welfare fund;
(4)     drawing arbitrary common reserve fund;
(5)     paying share interest to shareholders.

When the aggregate balance in the statutory common reserve fund is fifty per cent or more of the registered capital of the company, the company need not make any further allocations to that fund. Subject to a resolution of the shareholders’ meeting, after the company has set aside funds for the statutory common reserve fund and statutory common welfare fund, the company may set aside funds for a discretionary common reserve fund. The company shall not distribute profits to the shareholders before the company has made up its losses and made allocations to its common reserve fund and statutory common welfare fund.

Article 147 New shares will be issued according to original share structure of shareholders if the resolution from conference of shareholders has been made to turn common reserve fund to capital stock. The remaining common reserve fund shall not less than 25% of registered capital after the legal common reserve fund has been turned to capital shares.

Article 148 Upon resolution from conference of shareholders on program for income distribution, the Board of Directors shall complete the distribution of share interest (or share) within 2 months after the conference of shareholders.

Article 149 Share interest can be assigned in cash or shares.

SECTION 2 INTERAL AUDITING

Article 150 The Company operates internal auditing system with specific auditor to have supervision over financial income and expenses and economic activity within the Company.

Article 151 Internal auditing system and responsibility of auditor shall be executed upon approval of board meeting. Auditor shall be responsible for board of directors and make reporting.

SECTION 3 EMPLOYMENT OF ACCOUNTING FIRM

Article 152 Accounting firm can be employed according to proposal of board meeting and resolution of shareholder’s conference with term of one year and renewable after due time.

Article 153 Accounting firm employed has the following rights:
(1)     Check financial statements, records and accounting documents; To be entitled to acquire for relevant material and instructions from directors, general manager or other senior managements,
(2)     Acquire for essential documents and instruction of affiliated company for fulfilling its obligations.
(3)     Attend conference of shareholders, obtain notice for the conference and other relevant information. Make statement on issues in connection with accounting firm on the conference.

Article 154 Reward of the accounting firm is decided by shareholder’s conference.

Article 155 Termination or extension of the employment is decided by shareholder’s conference.

CHAPTER 9 NOTICE AND ANNOUNCEMENT

Article 156 the notice of the company shall be sent through:
Designated person,
Mail,
Announcement,
Other ways stipulated in the Association.

Article 157 The notice sent through announcement shall be considered to be received by all relevant persons once announced.

Article 158 The notice for convening conference of shareholders shall be sent through designated person, mail or announcement.

Article 159 The notice for convening board meeting shall be sent through designated person or mail.

Article 160 The notice for convening Board of Supervisors shall be sent through designated person or mail.

Article 161 The notice sent by designated person shall have receipt from receivers with signature (or stamp), the date on the receipt shall be the arriving date of the notice; Arriving date of notice sent by mail shall be the fifth date after sending date; Arriving date of notice sent by announcement shall be the first announcement date.

Article 162 Conference and its resolution shall keep valid if the entitled person failes to have received the notice by accidental omission or other reasons.

CHAPTER 10 MERGER, DIVISION, DISSOLUTION AND LIQUIDATION

SECTION 1 MERGER AND DIVISION

Article 163 The company can execute merger and division according to law.

Article 164 Merger and division of the Company shall be executed by following procedures:
(1)     Drafting program of merger and division by Board of Directors;
(2)     Making resolutions by conference of shareholders according to the rules of Association.
(3)     Signing contract on merger and division among participating parties.
(4)     Making relevant applications according to law.
(5)     Handling issues on credit rights and liabilities of the merger and division.
(6)     Making resolution on dissolution or modification.

Article 165 Upon merger and division, each party involved shall draft its balance sheet and property list. The Company shall inform creditor within 10 days from the merger and dissolution resolution of Conference of shareholders and make public announcement within 30days on the public issuing newspaper.

Article 166 The creditor shall be entitled to request the Company to pay off debt or provide relevant credit within 30 days after receipt of notice or within 90 days after the first public announcement. Merger and division shall not be executed if the Company can not pay off the debt or supplying relevant credit.

Article 167 Board of Directors of the Company shall adopt necessary measures to protect legal rights of the shareholders who oppose the merger and division.

Article 168 The handling of the capital, credit rights and liabilities of each party involved in merger and division shall be clearly stipulated by signing contract. The credit rights and liabilities of each party shall be transferred to the existing company or new company after merger. The liability before division shall be undertaken by the Company after division according to contract.

Credit right and liabilities of each party shall be transferred to the existing company.

Article 169 Upon merger and division which caused changing in the registered issues, the Company shall make application to government authority for changing registration; the Company shall apply for cancellation registration upon dissolution and apply for company registration upon setting up new company.

SECTION 2 DISSOLUTION AND LIQUIDATION

Article 170 The Company shall be dissoluted and liquidated legally under any of following situation:
(1)     The operation term is due.
(2)     Conference of shareholders has made such resolution.
(3)     The company is mergered or divided.
(4)     The company has announced to be bankrupt for being unable to pay off the due debt.
(5)     The company is forced to be closed off due to betraying law and regulation.

Article 171 The company shall set up liquidation group within 15 days after dissolution of the company under terms of (1)and(2).
The liquidation shall be executed according to the contract signed among all involved parties upon merger and division if the Company is dissoluted under term (3)
Shareholders, relevant institution and professional persons shall be organized by the People’s Court to set up liquidation group and execute liquidation if the Company is dissoluted under term (5).
Shareholders, relevant institution and professional persons shall be organized by relevant governing departments to set up liquidation group and execute liquidation if the Company is dissoluted under term of (4).

Article 172 The authorities of Board of Directors and general manager shall be suspended upon the establishment of liquidation group. The Company shall not operate new business activities within liquidation.

Article 173 Liquidation group shall be entitled with following authorities:
(1)     Notify or make public announcement to the creditors;
(2)     Make Liquidation on the Company’s property, draft balance sheet and property sheet;
(3)     Handling unconcluded business connect with liquidation.
(4)     Pay off unpaid tax.
(5)     Making liquidation on creditor’s right and debt.
(6)     Handling remaining property after the Company has paid off the debt.
(7)     Representing the Company to participate in civil lawsuit activities.

Article 174 liquidation group shall notify the creditor within 10 days after establishment and make public announcement for three times with 60 days on public issuing newspaper.

Article 175 Creditors shall claim their rights to the liquidation group within the stipulated time and shall claim issues related to their rights with proving material upon claiming. Creditors right shall be registered by liquidation group.

Article 176 liquidation group shall draft liquidation program after liquidation over the Company’s property, draft balance sheet and property sheet and propose to conference of shareholders or related governing department.

Article 177 Property of the Company shall be paid off according to following procedure:
(1)     Pay off liquidation expenses;
(2)     Pay off wages and labor insurance expanses of staffs.
(3)     Pay off due tax
(4)     Pay off debt of Company
(5)     Distribute according to the share percentages.

The company’s asset shall not be assigned before liquidation stipulated from (1) to (4).

Article 178 Liquidation group shall apply to the People’s Court for bankrupt if it considers the Company’s asset is not enough for paying off the debt and shall transfer the liquidation issue to the People’s Court after it has announced the Company is bankrupt.

Article 179 Liquidation group shall draft Liquidation report, income and expenditure report and account book after liquidation and submit to Conference of shareholders or relevant governing deportments for confirmation. Liquidation group shall execute cancellation registration to the department where the Company made registration within 30 days after receiving confirmation on Liquidation Report from Conference of shareholders or relevant governing department and announce the termination of the Company.

Article 180 Members of liquidation group shall be faithful to the post and perform their duties without acceptance of bribe or other illegal income by misusing the authority or converse the property of the Company.

Chapter 11 Amendment of Articles of Association

Article 181 The Company shall amend the Articles of Association under any of the following circumstances:
(1)     Provisions stipulated in Articles of Association collide with the stipulations of relevant laws and administrative regulations when there are amendments to the Company Law, or to relevant laws and administrative regulations.
(2)     Contents recorded in Articles of Association are not in conformity with the facts when the there are changes in the Company’s situation.
(3)     Shareholders’ Conferences decide to amend the Articles of Association.

Article 182 The amendment to the Articles of Association passed by the shareholders’ conferences shall submitted to the original examining and approving authority concerned for approval in the event that such approval by authority concerned is obligatory, and shall apply for changing registration according to law in the event that such amendment relates to company registration.

Article 183 The Board of Directors shall amend the Articles of Association in accordance with the resolution of the shareholders’ conferences, and in accordance with the opinions and demands of the relevant responsible authorities.

CHAPTER 12 SUPPLEMENTARY ARTICLES

Article 184 Detailed rules may be formulated pursuant to this Articles of Association by the Board of Directors. The detailed rules shall not collide with the rules stipulated by this Articles of Association.

Article 185 The Articles of Association shall be written in Chinese. In events of any discrepancy between the Chinese version and other versions, the latest Chinese version approved and registered by and with the Industrial and Commercial Administration shall prevail.

Article 186 In this Articles of Association, the terms “above”, “within” and “under” all refer to number including itself, or numbers including them. The terms “less than” and “except” all refer to number not including itself, or numbers not including themselves. .

Article 187 The Board of Directors shall be responsible for the explanation for the Articles of Association.

Article 188 The Articles of Association shall come into effect upon the examination and approval by the founding meeting of the Company, and upon the approval and registration by and with the Industrial and Commercial Administration.

YANGLING DAIYING
BIOLOGICAL ENGINGEERING CO., LTD.
April 10, 2004

April 10, 2004

YANGLING DAIYING

BIOLOGICAL ENGINGEERING CO., LTD

shareholders roll


Wenxia Guo	12,800,000	32%
Xi'an JinYou Sci-tech Investment
Management Co., Ltd.	8,000,000	20%
Zengfu Li	4,000,000	10%
ShangHai Lu Zhou (Group) Co., Ltd	3,000,000	7.5%
Tianxi Wang	2,800,000	7%
Cai Ye	2,194,348	5.49%
Hengli Tang	1,400,000	3.5%
Chunying Wang	1,254,194	3.135%
Jianing Gu	1,000,000	2.5%
Xiuli Fan	1,000,000	2.5%
Lipeng Yan	437,500	1.094%
Jianjun Liu	297,618	0.744%
Zheqi Yang	200,000	0.500%
Xiuling Liu	148,810	0.372%
Guangliang Lu	148,810	0.372%
Lingzhi Kong	148,810	0.372%
Bao Li	148,810	0.372%
Shurong Xie	145,100	0.363%
Zhinian Ji	130,000	0.325%
Wei Zhao	130,000	0.325%
Wenhai Shi	100,000	0.25%
Fuying Li	100,000	0.25%
Jiang Luo	100,000	0.25%
Shulin Zhang	50,000	0.125%
Yonglie Chu	50,000	0.125%
Qi Liu	50,000	0.125%
Tong Zhu	30,000	0.075%
Chongkai Liao	30,000	0.075%
Wenge An	26,000	0.065%
Wenli Xu	25,000	0.0625%
Yaling Liu	15,000	0.0375%
Aiping Pan	10,000	0.025%
Li Wang	10,000	0.025%
Zan Tang	10,000	0.025%
Shouli Xiong	10,000	0.025%

EX-2 3 e22.htm Exhibit 2.2

AMENDMENT TO
REORGANIZATION AGREEMENT

THIS AMENDMENT TO REORGANIZATION AGREEMENT is made and entered into by and between Sun City Industries, Inc., a Delaware corporation (“Corporation”) and shareholders of YangLing Daiying Biological Engineering Co., Ltd., Ms. Guo Wenxia, Mr. Li Qiang, Mr. Liu Jianjun,etc, Yangling Daiying Biological Engineering Co., Ltd. (hereinafter collectively referred to as the “Subscriber”). Corporation and Subscriber, hereby collectively referred to as the “Parties.”

PREAMBLE

WHEREAS, the Parties previously executed a Reorganization Agreement dated April 20, 2004 and

WHEREAS, the Parties desire to amend the Reorganization Agreement to provide for a date upon which the Corporation shall file a registration statement with the Securities and Exchange Commission.

NOW, THEREFORE, in consideration of premises as well as the mutual covenants hereinafter set forth, the Parties intending to be legally bound hereby agree as follows:

1. The Corporation shall file a SB-2 Registration Statement or similar filing with the Securities and Exchange Commission within sixty (60) days of the closing to register the restricted securities of the Corporation as set forth on Schedules B to the Reorganization Agreement.

2. The Corporation shall utilize its best efforts to have the registration statement be effective and remain effective for a period of ninety (90) days.

3. Except as modified herein, the Reorganization Agreement shall remain in full force and effect and is reaffirmed by signatories below.

[SIGNATURES FOLLOW ON NEXT PAGE]

IN WITNESS WHEREOF, the Parties have executed or caused this Amendment to Reorganization Agreement to be executed as of the 3rd day of August, 2004.


Signed, sealed and delivered In Our Presence: __________________ Signature __________________ Print Name	CORPORATION: SUN CITY INDUSTRIES, INC. By: ________________________ Tony Frudakis, President SUBSCRIBERS: _________________________ Ms. Guo Wenxia, YangLing Daiying Biological Engineering, Co., Ltd. COAST TO COAST EQUITY GROUP, INC. ___________________________ Charles Scimeca, President

EX-10 4 e101.htm Exhibit 10.1

EXHIBIT B

CONSULTING SERVICES AGREEMENT

THIS CONSULTING SERVICES AGREEMENT (the “Agreement”) is made and entered into by and between Coast to Coast Equity Group, a Florida corporation (“Consultant”), with its principal place of business at 9040 Town Center Parkway, Bradenton, Florida 34202; and Yangling Daiying Biological Engineering Co., Ltd., a Shaanxi corporation with its principle place of business at 13 floor of apartment A, Jiezuo Plaza, FengYe New City, Xi’an Hi-tech Development Zone, P.R.China6 710075 , now temporarily to be known as China Biotech & Pharmaceutical Corp., (China Biotech and Consultant being hereinafter collectively referred to as the “Parties” and generically as a “Party”).

PREAMBLE:

WHEREAS, Consultant is in the business of providing services to public companies pertaining to dissemination of information to their shareholders and the investment community, as required by the Exchange Act, for purposes of improving such public companies’ capital-raising abilities and in order to provide liquidity in the trading of their securities, and assisting in locating equity or debt funding; and

WHEREAS, China Biotech desires to develop a program for dissemination of information pursuant to its obligations under the Exchange Act in compliance with the restrictions on dissemination of material inside information contained in proposed Regulation FD, current Sections 20 and 21A of the Exchange Act, and in compliance with the requirements of Section 17(b) of the Securities Act, and deems it to be in its best interest to retain Consultant to render to China Biotech such services as may be needed; and

WHEREAS, China Biotech requires assistance in improving and expanding its relationship with the various members and components of the investment community for purposes of facilitating its capital-raising abilities and providing liquidity in the trading of its securities; and

WHEREAS, Consultant is ready, willing and able to render such services to China Biotech as hereinafter described on the terms and conditions more fully set forth below:

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

WITNESSETH:

Consulting Services.

1. China Biotech hereby retains Consultant as an independent contractor to China Biotech, and Consultant hereby accepts and agrees to such retention.

2. Consultant will render to China Biotech the following services as an independent services consultant.

3. Consultant will assist China Biotech to:

Disseminate information pursuant to its obligations under the Exchange Act in compliance with the restrictions on dissemination of material inside information in compliance with the requirements of Section 17(b) of the Securities Act of 1933, as amended (the “Securities Act”); and

Arrange and/or locate potential sources of equity or debt capital from business contacts in the investor relations and shareholder information arena gained from Consultant’s general business activities. Consultant is not in the business of seeking capital for companies nor is Consultant engaged in the distribution of securities or in the business of effectuating securities transactions.

4. Consultant will:

Provide liaison services to China Biotech with respect to China Biotech’s relationships with unaffiliated third parties;

Help to organize and disseminate corporate information to potential investors as part of its investor relations services;

China Biotech has full and complete authority during the term of this Agreement to appoint a legal counsel in connection with the preparation, completion and filing of all corporate and securities documents on behalf of China Biotech. China Biotech shall bear all costs in this regard which belong to the expenditures of the new entity after reorganization and going public. This shall include the authority to Edgarize and oversee all SEC filings;

5. Consultant shall reach the aim of this Agreement as to complete all application formalities for China Biotech’s(public company)going public in US and commitment of $4 million funding for China Biotech.

6. Consultant will not directly or through intermediaries, perform any activities that would constitute violations of federal or applicable state securities or other laws either on behalf of China Biotech or Consultant.

1. It is acknowledged and agreed by China Biotech that Consultant carries no professional licenses and is not rendering legal advice, performing accounting services or acting as an investment advisor or broker-dealer within the meaning of applicable state and federal securities laws.

2. It is further acknowledged and agreed by China Biotech that the services to be provided to China Biotech hereunder are presently not contemplated to be rendered in connection with the offer and sale of securities in a capital-raising transaction, such as would require registration as a broker or dealer in securities under applicable state or federal securities laws.

3. The services of Consultant will not be exclusive to China Biotech nor will Consultant be the sole consultant company appointed by China Biotech. But Consultant shall guarantee the above service to be exercised and fulfilled on schedule.

Independent Contractor.

1. Consultant agrees to perform its consulting duties hereto as an “independent contractor” as that term is defined under the Internal Revenue Code.

2. Nothing contained herein will be considered as creating an employer-employee relationship between the Parties to this Agreement.

The Parties acknowledge and agree that Consultant shall guarantee to conduct its operations and provide its services in a professional manner in accordance with good industry practice and applicable laws, using its best efforts and guarantee the consultant work to be completed on schedule.

Time, Place and Manner of Performance.

Consultant will be available for advice and counsel to the officers and directors of China Biotech at such reasonable and convenient times and places as may be necessary or agreed upon.

Except as aforesaid, the time, place and manner of performance of the services hereunder, including the amount of time to be allocated by Consultant to any specific service, will be put into schedule by Consultant and exercised upon consent from China Biotech.

Term of Agreement.

This Agreement is for an initial term of six (6) months from date of full execution. The Parties can discuss the renewal of the Agreement at due time on the basic consideration of whether the consulting services are adaptable for the development of China Biotech. China Biotech is free to choose other cooperating companies after expiration of the Agreement.

This Agreement may be terminated prior to the end of its initial term by China Biotech & Pharmaceutical Corp. for cause, after providing Consultant with specific written notice of the basis for such cause, which, except as otherwise required by applicable law, shall be limited to:

Any willful breach of duty by Consultant;

Any material breach by Consultant of its obligations under this Agreement; or

The Consultant fails to fulfill the consulting obligations within the agreed time.

Compensation and Expenses.

Consultant shall be entitled to the following compensation:

One million four hundred thousand (1,400,000) shares of common stock for the benefit of Consultant or its assigns to be held in escrow by Anslow & Jaclin LLP until completion of funding of four million USD ($4,000,000.00) within four (4) months of the effective date of the registration statement on an appropriate form filed with the Securities and Exchange Commission. Consultant shall not participate directly or indirectly in the distribution of securities but instead will only introduce China Biotech to potential debt or equity funding sources.

One million USD ($1,000,000.00) or any part not more than USD ($1,000,000.00) thereof exceeding the $4,000,000.00 funding to be allocated for use by Consultant for performing business related services on behalf of China Biotech such as promotions and investor relations.

A service fee of 1.5% payable in a lump sum payment of the loan amount exceeding $4,000,000.00 in the event Consultant provides a source of debt financing.

Three million (3,000,000) shares of China Biotech’s common stock, also contingent upon the $4,000,000.00 funding set forth above and issued in accordance with the specific terms and condition of Warrant Agreements to be entered into simultaneously with this Agreement as outlined in the Reorganization Agreement between Sun City Industries, Inc., a Delaware corporation, and Yangling Daiyling Biological Engineering, Co., Ltd. The warrant agreements are attached hereto as Exhibits A – D.

Consultant shall be entitled to the compensation set forth above including the 1,400,000 shares, options set forth in the Reorganization agreement and warrant agreement, and the compensation stipulated in the term of Compensation and Expenses (B) and (C) of this Agreement in the event consultant locates or arranges said financing either through equity or debt. China Biotech shall cooperate with consultant and if required shall provide as collateral for said financing its assets and or stock including but not limited to its building or property. If a loan commitment is obtained with current rates and terms the company is obligated to take it but if refused by China Biotech, the shares and warrants will be considered earned.

Duties and Obligations of China Biotech

China Biotech will furnish to Consultant such current information and data as necessary for Consultant to understand and base its advice to China Biotech, and will provide such current information on a regular basis, including at a minimum:

1. Financial Information: Current balance sheet, income statement, cash flow analysis and sales projections; officers and directors resumes or curriculum vitae; and,

2. Shareholder Information: Shareholder(s) list; debenture or preferred stock or option or warrant agreements which may affect the number of shares to be issued or outstanding, provided that Consultant may not sell, transfer or use any of such information for any purpose other than performance of its obligations under this Agreement.

China Biotech will furnish Consultant with full and complete copies of all filings with all federal and states securities agencies, with full and complete copies of all shareholder reports and communications whether or not prepared with assistance of Consultant; with all data and information supplied to any analyst, broker/dealer, market-maker, or any other member of the financial community, including specifically most recently filed Form 10-KSB, Form 15c2(11) or offering documents pursuant to the Securities Act.

During the term of this Agreement, China Biotech will notify Consultant of any private or public offering of its securities, including those registered with the Commission on Forms S-8 or Regulations S or A, at least one day prior to the time they are filed, in order to permit Consultant to terminate any activities that would violate China Biotech’s obligations under the Securities Act to refrain from public information related activities during any so called “quiet periods.”

China Biotech will be responsible for advising Consultant of any information or facts which would affect the accuracy of any prior data and information furnished to Consultant.

Confidentiality.

Consultant recognizes and acknowledges that it has and will have access to certain confidential information and trade secrets of China Biotech and its affiliates that is the valuable, special and unique assets and property of China Biotech and such affiliates.

Consultant will not, during the term of this Agreement or thereafter, disclose, without the prior written consent or authorization of China Biotech, any of such information to any person, for any reason or purpose whatsoever.

In this regard, Consultant agrees that authorization or consent to disclose by China Biotech may be conditioned upon the disclosure being made pursuant to a secrecy agreement, protection order, provision of statute, rule, regulation or procedure under which the confidentiality of the information is maintained in the hands of the person to whom the information is to be disclosed or in compliance with the terms of a judicial order or administrative process.

Conflict of Interest.

Subject to its obligation to maintain the confidentiality of China Biotech’s confidential or proprietary information, Consultant will be free to perform services for other persons.

1. Consultant will notify China Biotech in writing of its intent to perform services for any other person when doing so is reasonably possible to conflict with its obligations under the Agreement.

2. Upon receiving such notice, China Biotech may terminate this Agreement or consent to Consultant’s outside consulting activities.

Disclaimer of Responsibility for Acts of Other Party.

1. The obligations of Consultant described in this Agreement consist of the furnishing of information and advice to China Biotech in the form of services together with commitment of $4 million funding and completion of all application formalities for the reorganized new entity’s going public in US.

2. In no event will Consultant be required by this Agreement to represent or make management decisions for China Biotech.

3. All final decisions with respect to acts and omissions of China Biotech or any affiliates and subsidiaries, will be those of China Biotech or such affiliates and subsidiaries, and Coast to Cost will under no circumstances be liable for any expense incurred or loss suffered by China Biotech as a consequence of such acts or omissions.

China Biotech will not be responsible for policing the actions of Consultant or its agents or employees, whether or not related to the services provided under this Agreement but instead, is relying on the directives in this Agreement that all actions undertaken by Consultant or its agents or employees on behalf of China Biotech, whether under this Agreement or otherwise, will be in full compliance with all applicable laws and their implementing rules and regulations, as well as in compliance with the legally recognized rights of third Parties, whether pursuant to specific codes, statutes or common law; consequently, China Biotech shall not be responsible to anyone for any expense incurred or loss suffered by them as a consequence of any acts or omissions by Consultant or its agents or employees.

Indemnification.

China Biotech will protect, defend, indemnify and hold Consultant and its assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by China Biotech; or (b) any legal action, including any counterclaim, based on any representation, warranty, covenant or agreement made by China Biotech herein; or (c) gross negligence or willful misconduct by China Biotech.

Consultant will protect, defend, indemnify and hold harmless China Biotech and its assigns and attorneys, accountants, employees, officers and directors harmless from and against all losses, liabilities, damages, judgments, claims, counterclaims, demands, actions, proceedings, costs and expenses (including reasonable attorneys’ fees) of every kind and character resulting from, relating to or arising out of (a) the inaccuracy, non-fulfillment or breach of any representation, warranty, covenant or agreement made by Consultant; or (b) any legal action, including any counterclaim, based on any representation, warranty, covenant or agreement made by Consultant herein or (c) gross negligence or willful misconduct by Consultant.

Notices.

Any notices required or permitted to be given under this Agreement will be sufficient if in writing and delivered or sent by:

1. Registered or Certified Mail to the principal office of the other Party, postage prepaid with return receipt requested deposited in a proper receptacle of the United States Postal Service or its successors.

2. Said notice will be addressed to the intended recipient.

3. A written notice sent in conformity with this provision will be deemed delivered as of the date shown “delivered” on the return receipt; or,

1. Transmitted by prepaid telegram or by telephone facsimile transmission if receipt is acknowledged by the addressee; or

2. Notice so transmitted by telegram or facsimile transmission will also be effective if receipt of transmission is acknowledged by an appropriate machine or written confirmation, and such notice will be deemed effective on the next business day after transmission; or,

Notice given in any other manner will be effective only if and when proven to have been received by the addressee.

For purposes of notice, the address of each Party will be the address first set forth above; provided, however, that each Party will have the right to change its respective address for notices hereunder to another location by giving ten (10) days advance written notice to the other Party in the manner set forth above.

Miscellaneous Provisions.

Any waiver by either Party of a breach of any provision of this Agreement by the other Party will not operate or be construed as a waiver of any subsequent breach by any Party.

This Agreement and the rights and obligations of Consultant hereunder may not be assigned without the written consent of China Biotech.

It is the intention of the Parties that:

1. This Agreement and the performance hereunder and all suits and special proceedings hereunder be construed in accordance with the laws of the State of Delaware, other than those pertaining to conflict of law.

2. In any action, special proceeding or other proceeding that may be brought arising out of, in connection with or by reason of this Agreement, the laws of the State of Delaware, other than those pertaining to conflict of law, will be applicable and will govern to the exclusion of the law of any other forum, without regard to the jurisdiction on which any action or special proceeding may be instituted.

All agreements and covenants contained herein are severable and in the event any of them will be held to be invalid by any competent court, the Agreement will be interpreted as if such invalid agreements or covenants were not contained herein and the court will be, and is hereby authorized by the Parties, to craft such alternative legally enforceable provision in place of the one deemed unenforceable as will most closely reflect the inferred intent of the Parties.

This Agreement constitutes and embodies the entire understanding and agreement of the Parties and supersedes and replaces all prior understanding, agreements and negotiations between the Parties.

1. Any waiver, alteration, or modification of any of the provisions of this Agreement will be valid only if made in writing and signed by the Parties.

2. Each Party hereto, may waive any of its rights hereunder without effecting a waiver with respect to any subsequent occurrences or transactions hereof.

Any controversy between the Parties involving any dispute or claim by, through or under, or the construction or application of any terms, covenants, or conditions of, this Agreement will, to the extent permitted by law, be held in the State of Delaware, and all of the Parties executing this Agreement consent to the jurisdiction of such courts and shall not commence any action relating to this Agreement in any other jurisdiction.

1. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which taken together will constitute one and the same instrument.

2. a. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile signature of a Party hereto will constitute a valid and binding execution and delivery of this Agreement by such Party.

Such facsimile copies will constitute enforceable original documents.

3. Notwithstanding the foregoing, because China Biotech will file a copy of this Agreement with the Commission as an exhibit under Item 601 of Commission Regulation SB, the Parties will subsequently prepare a copy thereof bearing all of their manual signatures, on which the one filed electronically with the Commission will be based.

IN WITNESS WHEREOF, the Parties have duly executed and delivered this Agreement, effective as of the date set forth above.


	China Biotech & Pharmaceutical Corp. By: /s/ WenXia Guo WenXia Guo, Chief Executive Officer Date: May 7, 2004 Coast to Coast Equity Group, Inc. By: /s/ Charles J. Scimeca Charles J. Scimeca, President Date: May 14, 2004

EX-10 5 e102.htm Exhibit 10.2

ADDENDUM TO

CONSULTING SERVICES AGREEMENT

Coast to Coast Equity Group, Inc. (“Consultant”), a Florida corporation and Yangling Daiying Biological Engineering Co., Ltd. (“Worldwide Biotech”) hereby agree to modify the Consulting Agreement entered into between them last executed on May 14, 2004, this 3^rd day of August, 2004 (the “Consulting Agreement”.)

WHEREAS, Consultant and Worldwide Biotech agree to modify the Consulting Agreement as set forth herein so as to provide funding from Sun City Industries, Inc., a publicly traded Delaware corporation to be known as Worldwide Biotech & Pharmaceutical Corp. subsequent to the closing of the Reorganization Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein, Consultant and Worldwide Biotech agree as follows:

WITNESSETH:

Worldwide Biotech shall, upon closing of the reorganization of Sun City Industries, Inc. (“Sun City”) and Worldwide Biotech, cause Sun City to ratify and adopt the Consulting Agreement and this Addendum.

Worldwide Biotech and Sun City, upon the closing, shall provide the sum of $100,000.00 to Consultant in equal monthly amounts of $8,333.33 per month to be utilized by Consultant for the following expenses related to consulting services to be rendered by Consultant pursuant to the Consulting Agreement:

a. Office expenses including rent, telephone, secretarial salary, if necessary.

b. Investor relations and promotion including labor and advertising fees.

c. Partial accounting expenses to a local accounting firm to coordinate with accounting firm of Worldwide Biotech in China.

d. Website development, posting and maintenance to reflect news and address investor issues and questions.

e. Investor mailings, postage and printing.

f. Media expenses.

g. A portion of SEC filing fees and State fees.

h. Transfer Agent fees.

i. Portion of legal expenses related to the above but not for the actual preparation of an SB-2 or similar filing which expenses will be paid for by Sun City.

j. Travel expenses for broker exposure, road shows and some of the media events and scientific conferences.

k. Other related business expenses.

The initial sum of $8,333.33 shall be paid to Consultant at the closing of the Reorganization Agreement and each monthly payment thereafter shall be paid on the first of each month.

The parties shall continually cooperate with each other with regard to the use of said funds; however, Consultant will have the final authority as to disbursement. The parties recognize that these funds will not be sufficient to meet all of the financial responsibilities of Worldwide Biotech pursuant to the Reorganization Agreement or compliance as a publicly traded company.

The Consulting Agreement shall commence upon the closing of the Reorganization Agreement and shall terminate within six months or on the fourth month from the effective date of the SB-2 or similar Registration Statement, whichever is later, as required by the Amendment to the Reorganization Agreement. The monthly payment hereunder to Consultant shall cease at the sixth month unless extended and in such event payment shall continue for an additional six months.

The parties agree that payment of said sums as required herein is a condition precedent to Consultant’s performance under this Addendum.

That except where modified herein, the Consulting Services Agreement shall remain in full force and effect and is hereby ratified by Yangling Daiying Biological Engineering Co., Ltd. and will be ratified by Sun City Industries, Inc. to be known as Worldwide Biotech & Pharmaceutical Corp.


	Yangling Daiying Biological Engineering Co., Ltd. By: /s/ WenXia Guo WenXia Guo, Chief Executive Officer Coast to Coast Equity Group, Inc. By: /s/ Charles J. Scimeca Charles J. Scimeca, President

EX-10 6 e103.htm Exhibit 10.3

EXHIBIT C

Warrant Agreement

THIS WARRANT AGREEMENT is made and entered into by and between YangLing Daiying Biological Engineering Co., Ltd., now known as China Biotech & Pharmaceutical Corp. , a Delaware corporation (the “Issuer”) and Coast to Coast Equity Group, Inc., a Florida corporation (hereinafter referred to variously as the “Holder” or “Consultant”).

Preamble:

WHEREAS, the Issuer and Consultant entered into a certain consulting agreement dated May 14, 2004 (hereinafter the “Consulting Agreement”), pursuant to which Consultant is entitled to receive certain compensation, including among other things, warrants (“Warrants”) to purchase shares of the Issuer’s common stock, $0.001 par value per share (“Common Stock”), upon and subject to the terms and conditions of the Consulting Agreement; and

NOW, THEREFORE, in consideration of the premises, the payment by the Holder to or for the benefit of the Issuer of FIVE ($5.00) DOLLARS, the agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agrees as follows:

Witnesseth:

1. Grant

The Holder is hereby granted the right to purchase shares of the Issuer’s Common Stock in the following amounts for the following prices within the following time frames:

500,000 shares at the exercise price of $.75 per share, when the price of the post reorganized entity shares closes at or above $.75 within four (4) months of the effective date of the Registration Statement Form SB-2 or similar registration statement or such warrants will expire worthless

800,000 shares at an exercise price of $1.50 per share when price of the post reorganized entity shares closes at or above $1.50 within six (6) months of effective date of the Registration Statement Form SB-2 or similar registration statement or such warrants will expire worthless

900,000 shares at an exercise price of $2.50 per share when price of the post reorganized entity shares closes at or above $2.50 within nine (9) months of the effective date of the Registration Statement Form SB-2 or similar registration statement or such warrants will expire worthless

800,000 shares at an exercise price of $3.50 per share when price of the post reorganized entity shares closes at or above $3.50 within twelve (12) months of the effective date of the Registration Statement Form SB-2 or similar registration statement or such warrants will expire worthless. The shares and warrants underlying the warrants will be filed in a Registration Statement on Form SB-2 or similar registration statement within sixty (60) days from execution of this Agreement.

2. Warrant Certificates.

The warrant certificates (the “Warrant Certificates”) delivered and to be delivered pursuant to this agreement shall be in the form set forth in Exhibit A attached hereto and made a part hereof, with such appropriate insertions, omissions, substitutions, and other variations as required or permitted by this Agreement.

3. Exercise of Warrant.

3.1 Method of Exercise

The Warrants initially are exercisable at an initial exercise price per share of Common Stock set forth in Section 1 hereof payable by certified or official bank check in New York Clearing House funds, subject to adjustment as provided in this Agreement.

1. Upon surrender of a Warrant Certificate with the annexed Form of Election to Purchase duly executed, together with payment of the Exercise Price (as hereinafter defined) for the shares of Common Stock purchased at the Issuer’s principal offices, as reflected in the records of the Securities and Exchange Commission maintained on its EDGAR Internet site, the registered holder of a Warrant Certificate (“Holder” or “Holders’) shall be entitled to receive a certificate or certificates for the shares of Common Stock so purchased.

2. The purchase rights represented by each Warrant Certificate are exercisable at the option of the Holder thereof, in whole or in part (but not as to fractional shares of the Common Stock underlying the Warrants).

3. Warrants may be exercised to purchase all or part of the shares of Common Stock represented thereby.

4. In the case of the purchase of less than all the shares of Common Stock purchasable under any Warrant Certificate, the Issuer shall cancel said Warrant Certificate upon the surrender thereof and shall execute and deliver a new Warrant Certificate of like tenor for the balance of the shares of Common Stock.

3.2 Exercise by Surrender of Warrant.

Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Common Stock is greater than the Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant by payment of cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Notice of Exercise in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

where

X = Y * (A-B)
A

X = the number of shares of Common Stock to be issued to the Holder
Y = the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant
is being exercised, the portion of the Warrant being canceled (at the date of such calculation)

A = the fair market value of one share of the Common Stock (at the date of such calculation)

B = Exercise Price (as adjusted to the date of such calculation)

For purposes of the above calculation, the fair market value of one share of Common Stock shall be determined in good faith by the Corporation’s Board of Directors; provided, however, that in the event that this Warrant is exercised pursuant to this Section at a time when the Common Stock is publicly traded, the fair market value per share shall be the closing sale price of the Common Stock on the last business day preceding the date of exercise.

4. Issuance of Certificates.

(a) Upon the exercise of the Warrant the issuance of certificates for shares of Common Stock or other securities, properties or rights underlying such Warrants, shall be made forthwith (and in any event such issuance shall be made within five (5) business days thereafter) without charge to the Holder thereof including, without limitations any tax which may be payable in respect of the issuance thereof and such certificates shall be issued in the name of, or in such names as may be directed by, the Holder thereof; provided, however, that the Issuer shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any such certificates in a name other than that of the Holder and the Issuer shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Issuer the amount of such tax or shall have established to the satisfaction of the Issuer that such tax has been paid.

(b) The Warrant Certificates and the certificates representing the shares of Common Stock (and/or other securities, property or rights issuable upon exercise of the Warrants) shall be executed on behalf of the Issuer by the manual or facsimile signature of the then present Chairman or Vice Chairman of the Board of Directors or President or Vice President of the Issuer under its corporate seal reproduced thereon, attested to by the manual or facsimile signature of the then present Secretary or Assistant Secretary of the Issuer.

(c) Warrant Certificates shall be dated the date of execution by the Issuer upon initial issuance, division, exchange, substitution or transfer.

5. Exercise Price.

The term “Exercise Price” herein shall mean the initial exercise price or the adjusted exercise price, depending upon the context.

6. Definition of Common Stock.

For the purpose of this Agreement, the term “Common Stock” shall mean (i) the class of stock designated as Common Stock in the Certificate of Incorporation of the Issuer as may be amended as of the date hereof, or (ii) any other class of stock resulting from successive changes or reclassifications of such Common Stock consisting solely of changes in par value, or from par value to no par value, or from no par value to par value.

In the event that the Issuer shall after the date hereof issue securities with greater or superior voting rights than the shares of Common Stock outstanding as of the date hereof, the Holder, at its option, may receive upon exercise of any Warrant either shares of Common Stock or a like number of such securities with greater or superior voting rights.

7. Merger or Consolidation.

In case of any consolidation of the Issuer with, or merger of the Issuer with, or merger of the Issuer into, another corporation (other than a consolidation or merger which does not result in any reclassification or change of the outstanding Common Stock), the corporation formed by such consolidation or merger shall execute and deliver to the Holder a supplemental warrant agreement providing that the holder of each Warrant then outstanding or to be outstanding shall have the right thereafter (until the expiration of such Warrant) to receive upon exercise of such warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or merger, by a holder of the number of shares of Common Stock of the Issuer for which such warrant might have been exercised immediately prior to such consolidation, merger, sale or transfer.

(a) Such supplemental warrant agreement shall provide for adjustments which shall be identical to the adjustments provided in this section.

(b) The foregoing provision of this Subsection shall similarly apply to successive consolidations or mergers.

8. Exchange and Replacement of Warrant Certificates

(a) Each Warrant Certificate is exchangeable without expense, upon the surrender thereof by the registered Holder at the principal executive office of the Issuer, for a new Warrant Certificate of like tenor and date representing in the aggregate the right to purchase the same number of Securities in such denominations as shall be designated by the Holder thereof at the time of such surrender.

(b) Upon by the Issuer of evidence reasonably satisfactory to it of loss, theft, destruction or mutilation of any Warrant Certificate, and, in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it, and reimbursement to the Issuer of all reasonable expenses incidental thereto, and upon surrender and cancellation of the Warrants if mutilated, the Issuer will make and deliver a new Warrant Certificate of like tenor, in lieu thereof.

9. Elimination of Fractional Interests.

The Issuer shall not be required to issue certificates representing fractions of shares of Common Stock upon the exercise of the Warrants, nor shall it be required to issue scrip or pay cash in lieu of fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up to the nearest whole number of shares of Common Stock or other securities, properties or rights.

10. Reservation and Listing of Securities.

(a) The Issuer shall at all times reserve and keep available out of its authorized shares of Common Stock, solely for the purpose of issuance upon the exercise of the Warrants, such number of shares of Common Stock or other securities properties or rights as shall be issuable upon the exercise thereof.

(b) The Issuer covenants and agrees that, upon exercise of the Warrants and payment of the Exercise Price therefor, all shares of Common Stock and other securities issuable upon such exercise shall be duly and validly issued, fully paid, non-assessable and not subject to the preemptive rights of any stockholder.

(c) As long as the Warrants shall be outstanding, the Issuer shall use its best efforts to cause all shares of Common Stock issuable upon the exercise of the Warrants to be listed (subject to official notice of issuance) on all securities exchanges on which the Common Stock issued to the public in connection herewith may then be listed and/or quoted NASDAQ.

11. Notices.

All notices, requests, consents and other communications hereunder shall be in writing and shall be deemed to have been duly made when delivered, or mailed registered or certified mail, return receipt requested:

(a) If the Holders, Coast to Coast Equity Group, Inc., 9040 Town Center Parkway, Bradenton, Florida 34202, and as otherwise listed on the books of the Issuer, or

(b) If to the Issuer, to the address set forth in Section 3 hereof or to such other address as the Issuer may designate by notice to the Holders.

12. Supplements and Amendments.

Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the parties hereto.

Any waiver, permit, consent or approval of kind or character on the part of each Company or the Holder of any provisions or conditions of this Agreement must be made in writing and shall be effective only in the extent specifically set forth in such writing.

13. Successors.

All the covenants and provisions of this Agreement shall be binding upon and inure to the benefit of the Issuer, the Holder and their respective successors and assigns hereunder.

14. Governing Law; Submission to Jurisdiction.

(a) This Agreement and each Warrant Certificate issued hereunder shall be deemed to be a contract made under the laws of the State of Florida and for all the purposes shall be construed in accordance with the laws of said State without giving effect to the rules of said State governing the conflicts of laws.

(b) (1) The Issuer and the Holder hereby agree that any action, proceeding or claim against it arising out of, or relating in any way to, this Agreement shall be brought and enforced in the courts of the State of Florida or of the United States of America for the District of Florida, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.

(2) The Issuer, and the Holder hereby irrevocably waive any objection to such exclusive jurisdiction or inconvenient forum.

(3) Any such process or summons to be served upon any of the Issuer and the Holder (at the option of the party bringing such action, proceeding or claim) may be served by transmitting a copy thereof, by registered or certified mail, return receipt requested, postage prepaid, address it at the address as set forth in Section 13 hereof.

(4) Such mailing shall deemed personal service and shall be legal and binding upon the party so served in any action, proceeding or claim.

(5) The Issuer and the Holder agree that the prevailing party(ies) in any such action or proceeding shall be entitled to recover from the other party(ies) all of its/their reasonable legal costs and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor.

15. Entire Agreement Modification.

This Agreement and the Purchase Agreement (to the extent portions thereof are referred to herein) contain the entire understanding between the parties hereto with respect to the subject matter hereof and may not be modified or amended except by a writing duly signed by the party against whom enforcement of the modification or amendment is sought.

16. Severability.

If any provision of this Agreement shall be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement.

17. Captions.

The caption headings of the Sections of this Agreement are for convenience of reference only and are not intended, nor should they be construed as, a part of this Agreement and shall be given no substantive effect.

18. Benefits of this Agreement.

Nothing in this Agreement shall be construed to give to any person or corporation over than the Issuer and the Holder any legal or equitable right, remedy or claim under this Agreement; and this Agreement shall be for the sole and exclusive ‘benefit of the Issuer and the Holder.

19. Counterparts.

This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and, such counterparts shall together constitute but one and the same instrument.

In Witness Whereof, the Parties have executed this Agreement, effective as of the last date set forth below.


Signed, Sealed & Delivered In Our Presence ____________________ ____________________ [CORPORATE SEAL] Attest:_____________ Dated: May 14, 2004 ___________________ ___________________ [CORPORATE SEAL] Attest: /s/ Charles J. Scimeca Secretary	China Biotech & Pharmaceutical Corp., a Delaware corporation By: /s/ WenXia Guo WenXiz GuoPresident Coast to Coast Equity Group, Inc., a Florida corporation By: /s/ Charles J. Scimeca Charles Scimeca, President

Dated: May 14, 2004

NOTICE OF EXERCISE

To: China Biotech & Pharmaceutical Corp.

•

The undersigned hereby elects to purchase _______________ shares of the Common Stock of China Biotech &Pharmaceutical Corp. (the “Company”) pursuant to the terms of the attache Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

•

The undersigned hereby elects to purchase ________________ shares of the Common Stock of China Biotech & Pharmaceutical Corp. (the “Company”) pursuant to the terms of the net exercise provisions set forth in Section 3.2 Exercise by Surrender of Warrant — Cashless Exercise, of the attached Warrant, and shall tender payment of all applicable transfer taxes, if any.

Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:

Name: _______________________________
Address: _______________________________
_______________________________


_____________________ Signature	_____________________ Print Name	_________________ Date

ASSIGNMENT FORM

(To assign the foregoing Warrant, exercise this form and supply

required information. Do not use this form to purchase shares.)

For Value Received, the foregoing Warrant and all rights evidenced thereby are hereby assigned to:

Name: ____________________________________________________________________
(Please Print)

Address____________________________________________________________________
(Please Print)

Dated: _________________

Holder’s Signature: _______________________________

Holder’s Address: _______________________________

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alternation or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

-----END PRIVACY-ENHANCED MESSAGE-----

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549

SCHEDULE 14C Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934

GENERAL

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

SUMMARY OF THE CONSENT

SECURITIES OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY

HISTORY BEHIND THE CONSENT

The Board and Management of the Company

Current Director

Proposed Directors

HISTORY OF YANGLING DAIYING BIOENGINEERING CO., LTD.

RATIONALE FOR THE CONSENT

Reasons for the Consent

INTERESTS OF THE COMPANY’S OFFICERS, DIRECTORS IN THE ACTION TAKEN BY THE CONSENT TRANSACTION

STOCKHOLDERS CONSENTS

The Consent

WHERE YOU CAN FIND MORE INFORMATION

REORGANIZATION AGREEMENT

P R E A M B L E:

W I T N E S S E T H:

ARTICLE ONE

EXCHANGE PROVISIONS

1.1 Exchange

1.2 Closing

1.3 Exemption From Registration

ARTICLE TWO

REPRESENTATIONS AND WARRANTIES

2.1 The Corporation

2.2 The Subscriber

ARTICLE THREE SPECIAL CONDITIONS

3.1 Conditions to Closing

ARTICLE FOUR MISCELLANEOUS

SCHEDULE A

SCHEDULE B

SCHEDULE C

(Corporation’s Articles and By-law)

SCHEDULE D

(Existing Agreements of Corporation)

SCHEDULE E

(Corporation’s Liabilities)

SCHEDULE F

(Consent of Corporation)

Written Consent in Lieu of Special Meeting of Shareholders and Directors

SCHEDULE G

(Subsidiary Assets)

ASSETS UP TO FEB. 29, 2004

INEXPENSIVE HIGH CONSUMPTION PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

INEXPENSIVE HIGH CONSUMPTION PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

INEXPENSIVE HIGH CONSUMPTION PRODUCTS LIST

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

Yangling Daiying Biological Engineering Co.,Ltd Year: 2004 Unit: RMB

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

Account List of Projects under Construction

FIXED ASSETS 2001-2004

FIXED ASSETS 2001-2004

FIXED ASSETS 2001-2004

FIXED ASSETS 2001-2004

SCHEDULE H(Subsidiary Articles and By-law) (attached hereto)

ARTICLES OF ASSOCIATION FOR YANGLING DAIYING BIOLOGICAL ENGINGEERING CO., LTD.

YANGLING DAIYINGBIOLOGICAL ENGINGEERING CO., LTD

shareholders roll

AMENDMENT TO REORGANIZATION AGREEMENT

PREAMBLE

[SIGNATURES FOLLOW ON NEXT PAGE]

CONSULTING SERVICES AGREEMENT

PREAMBLE:

WITNESSETH:

Consulting Services.

Independent Contractor.

Time, Place and Manner of Performance.

Term of Agreement.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

SCHEDULE 14C
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY

INTERESTS OF THE COMPANY’S OFFICERS, DIRECTORS
IN THE ACTION TAKEN BY THE CONSENT TRANSACTION

ARTICLE THREE
SPECIAL CONDITIONS

ARTICLE FOUR
MISCELLANEOUS

Written Consent in Lieu of Special Meeting
of Shareholders and Directors

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

INEXPENSIVE HIGH CONSUMPTION
PRODUCTS LIST

SCHEDULE H
(Subsidiary Articles and By-law)
(attached hereto)

ARTICLES OF ASSOCIATION
FOR
YANGLING DAIYING
BIOLOGICAL ENGINGEERING CO., LTD.

YANGLING DAIYING

BIOLOGICAL ENGINGEERING CO., LTD

AMENDMENT TO
REORGANIZATION AGREEMENT