Supplementary Agreement
A. |
Party A and Party B entered into an Exclusive Business Cooperation Agreement on January 18, 2011 ("Cooperation Agreement"), pursuant to which Party A agreed to provide Party B with technical and consulting services according to the terms and conditions listed in the Cooperation Agreement. Party B agreed to retain Party A's services and pay service fees ("Service Fees") accordingly. |
B. |
According to Clause 2 of the Cooperation Agreement, the calculation and payment of the Service Fess will be determined and paid based on the methods set forth in the separate agreements to be entered into between Party and Party B. |
1. |
Party B is entitled to be exempted from paying the Service Fees until Party B is profitable; |
2. |
Subject to Clause 1 above, during the term of the Cooperation Agreement, the service fee payable by Party B to Party A for services rendered according to Clause 1 of the Cooperation Agreement shall be a fee in RMB determined by the following formula: Service Fee Payable = Party B's Revenue — Turnover Taxes — Party B's Total Costs — Profit to be Retained by Party B; Where: |
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Party B's Revenue is revenue received by Party B from third parties in the course of its ordinary business; |
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Turnover Taxes include, but are not limited to, business tax, value-added tax, urban maintenance and construction tax and education surcharges; |
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Party B's Total Costs include all costs and expenses, such as costs of goods sold and operating costs incurred by Party B for carrying out the business; and |
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Profit to be Retained by Party B shall be determined by a reputable certified public accountant designated by Party A. |
During the term of the Cooperation Agreement, Party A shall have the right to adjust the above Fees at its sole discretion without the consent of Party B. |
3. |
This Agreement shall be considered an integral part of the Cooperation Agreement, and this Agreement shall have the same effectiveness as the Cooperation Agreement. Where there is a conflict between this Agreement and the Cooperation Agreement, this Agreement shall prevail. |
4. |
This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail. |