Lotus Pharmaceuticals Raises $5 Million in Private...( BEIJING Feb. 26 /Xinhua-- LotusPh...),Health

BEIJING, Feb. 26 /Xinhua-PRNewswire-FirstCall/ -- Lotus Pharmaceuticals, Inc. (OTC Bulletin Board: LTUS; "Lotus" or the "Company"), the parent holding company in the United States that operates Beijing Liang Fang Pharmaceutical Co., Ltd. and Beijing En Zhe Jia Shi Pharmaceutical Co., Ltd. both of which are pharmaceutical companies in the People's Republic of China ("PRC"), today announced that it has raised $5 million in a private placement of 5,747,118 shares of the Company's series A convertible redeemable preferred stock, par value $0.001 per share, and warrants to purchase 2,873,553 shares of the Company's common stock, for an aggregate purchase price of $5 million. The warrants have an initial exercise price of $1.20 per share and a term of 5 years.

As part of the terms of the transaction, the Company's Founders delivered in the aggregate 7,500,000 shares of the Company's common stock owned by them (the "Escrow Shares") to an escrow account. Subject to Lotus achieving certain earning targets in fiscal years 2007, 2008 and 2009, these "make good shares" shall be returned to the Company's founders. The target for 2007 is $8.5 million in net income. The target for 2008 is 95% of $13.8 million in net income after eliminating the effect of non-cash charges associated with the $5 million private placement and adjusting for differences in the exchange rate between Chinese Renminbi and US dollars used in the Company's 2008 financial statements and an exchange rate of RMB 7.30 to USD 1.00. The target for 2009 is 95% of $17.5 million in net income after eliminating the effect of non-cash charges associated with the $5 million private placement and adjusting for differences in the exchange rate between Chinese Renminbi and US dollars used in the Company's 2009 financial statements and an exchange rate of RMB 7.3 to USD 1.00. A portion of the Escrow Shares shall be transferred to the private placement investors for each earning target that the Company does no
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