Common use of ESTABLISHMENT OF THE JOINT VENTURE COMPANY Clause in Contracts

ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 2.1. In accordance with the Law of the PRC on Sino-foreign Equity Joint Venture Enterprises, the implementing regulations issued thereunder and other applicable laws and regulations of the PRC, the Parties, adhering to the principle of equality and mutual benefit and through friendly consultations, agree to establish this JVC in Shanghai Municipality, China. The JVC may establish offices in Mainland China, Hong Kong, Macao, and other countries as needed, by discussion and decision of the Board of Directors and subject to approval by the relevant governmental authorities. 2.2. The JVC shall apply for registration with the Shanghai Municipal Administration for Industry and Commerce, China. All activities of the JVC in China shall comply with the laws, decrees and regulations of China and be protected and governed by the laws of the PRC. 2.3. The JVC shall be a limited liability company. The liability of the Investing Parties shall be limited to the amounts of their respective capital contribution. 2.4. The profits, risks and losses shall be shared by the Investing Parties in proportion to their respective ownership percentage. 2.5. The JVC shall continue to perform Party A’s Contracts signed by or assigned to Party A, the basic terms and conditions of which are listed in Appendix B hereto. Party A guarantees that the relevant documents and information provided by it in Appendix B hereto are complete, true and valid. 2.6. The JVC shall be an independent economic entity and entitled to all preferential treatment granted to the Sino-foreign joint venture enterprises by the PRC government and the Shanghai Municipal People’s Government. The JVC shall have [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. full autonomy in its business operations and decide its business policies in the best interests of the JVC. 2.7. The Chinese name of the JVC shall be上海和黃藥業有限公司 . The English name of the JVC shall be SHANGHAI NO. 1 CHINESE MEDICINE CO. LTD. 2.8. The legal address of the JVC shall be： 2098 Zhennan Road, Shanghai Municipality, China (中國上海市真南路0000號). 3.1. The purpose of the JVC shall be, through the joint venture formed by the Parties, to enhance economic cooperation and technology exchanges, development and promote modernization of traditional Chinese medicines, apply advanced technology, facilities and equipment, and absorb management experience from abroad, so as to bring satisfactory economic benefits to the Parties. 3.2. The business scope of the JVC shall be to produce, research and develop traditional Chinese medicine in the form of injections, tablets, powder, liquids and capsules, and sell these self-manufactured products. 3.3. The Parties agree that the JVC shall, from the Varieties with Production Approval provided by Party A, select the profitable Varieties that meet market demand for production and sale. Product Varieties provided by Party A to the JVC are detailed in the Product Catalogue of the JVC in Appendix D hereto. The JVC shall accelerate its research and development of new Varieties of traditional Chinese medicine and commence production as soon as possible according to market conditions.

ESTABLISHMENT OF THE JOINT VENTURE COMPANY. 2.1. In accordance with the Law of the PRC on Sino-foreign Equity Joint Venture Enterprises, the implementing regulations issued thereunder and other applicable laws and regulations of the PRC, the Parties, adhering to the principle of equality and mutual benefit and through friendly consultations, agree to establish this JVC in Shanghai Municipality, China. The JVC may establish offices in Mainland China, Hong Kong, Macao, and other countries as needed, by discussion and decision of the Board of Directors and subject to approval by the relevant governmental authorities. 2.2. The JVC shall apply for registration with the Shanghai Municipal Administration for Industry and Commerce, China. All activities of the JVC in China shall comply with the laws, decrees and regulations of China and be protected and governed by the laws of the PRC. 2.3. The JVC shall be a limited liability company. The liability of the Investing Parties shall be limited to the amounts of their respective capital contribution. 2.4. The profits, risks and losses shall be shared by the Investing Parties in proportion to their respective ownership percentage. 2.5. The JVC shall continue to perform Party A’s Contracts signed by or assigned to Party A, the basic terms and conditions of which are listed in Appendix B hereto. Party A guarantees that the relevant documents and information provided by it in Appendix B hereto are complete, true and valid. 2.6. The JVC shall be an independent economic entity and entitled to all preferential treatment granted to the Sino-foreign joint venture enterprises by the PRC government and the Shanghai Municipal People’s Government. The JVC shall have [**] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. full autonomy in its business operations and decide its business policies in the best interests of the JVC. 2.7. The Chinese name of the JVC shall be上海和黃藥業有限公司 . The English name of the JVC shall be SHANGHAI NO. 1 CHINESE MEDICINE CO. LTD. 2.8. The legal address of the JVC shall be： 2098 Zhennan Road0000 Xxxxxxx Xxxx, Shanghai MunicipalityXxxxxxxx Xxxxxxxxxxxx, China Xxxxx (中國上海市真南路0000號). 3.1. The purpose of the JVC shall be, through the joint venture formed by the Parties, to enhance economic cooperation and technology exchanges, development and promote modernization of traditional Chinese medicines, apply advanced technology, facilities and equipment, and absorb management experience from abroad, so as to bring satisfactory economic benefits to the Parties. 3.2. The business scope of the JVC shall be to produce, research and develop traditional Chinese medicine in the form of injections, tablets, powder, liquids and capsules, and sell these self-manufactured products. 3.3. The Parties agree that the JVC shall, from the Varieties with Production Approval provided by Party A, select the profitable Varieties that meet market demand for production and sale. Product Varieties provided by Party A to the JVC are detailed in the Product Catalogue of the JVC in Appendix D hereto. The JVC shall accelerate its research and development of new Varieties of traditional Chinese medicine and commence production as soon as possible according to market conditions.