Memorandum
Memorandum
On
April
11st
2008,
Xxxx Xxxxxxxxx Xxxx Real Estate Corp. and Niusule Biotech Corp. (America) signed
the Joint Ventur Contract , decided to jointly invest to set up a joint
venture Zhejiang
Baitai Bioengineering Corp. It
is
agreed upon by both parties
to amend
the contract as below:
1.Article
13 of the Joint Venture contract, “In
the
event that either Party A or Party B intends to assign all or part of his
capital contribution to a third party, consent must be obtained from the other
party to the joint venture. When one party to the joint venture assigns all
or
part of his capital contribution, the other party shall have the rights of
preemption. The terms and conditions of offer to assign all or part of its
capital contribution to a third party shall not be more preferential than those
offered to the other party.”
It
should
be amended as “It
is
agreed upon by both parties
to amend
the Article 13 in the Joint Venture Agreement in the form of memorandum. Either
party shall not transfer all or part of our interest to a third party, without
the written notice to the other Party. It deems that the other party agreed
if
it does not reply within 30 days upon receipt of the written notice. The other
party objecting to such transfer shall purchase the capital contribution to
be
transferred and such party is deemed to have agreed to the transfer if he does
not purchase the capital contribution.”
2.Article
38 of the Joint Venture contract “The
term
of Joint Venture Company shall be 10 years. The date of establishment of the
Joint Venture Company shall be the date on which the business license of Joint
Venture Company is issued. At the proposal of one party and upon unanimous
approval in a meeting of the Board of Directors, an application may be filed
with the original examination and approval authority six (6) months prior to
the
expiration of the joint venture term for an extension of the joint venture
term.
Such extension shall be agreed by Party A and B and allowed by the regulatory
authorities.”
It
should
be amended as “The term of Joint Venture Company shall continue indefinitely.
The date of establishment of the Joint Venture Company shall be the date on
which the business license of Joint Venture Company is issued.”
3.Article
25 of the Joint Venture contract, “The
Joint
Venture Company shall establish an operation and management organization which
shall be responsible for its daily operation and management. The operation
and
management organization shall have one General Manager, who shall be nominated
by Party A. The General Manager shall be appointed by the Board of Directors
for
a term of 4 years.”
It
should
be amended as “The
Joint
Venture Company shall establish an operation and management organization which
shall be responsible for its daily operation and management. The operation
and
management organization shall have one General Manager, who shall be appointed
by the Board of Directors for a term of 4 years.”
4.
Add
two provisions in the Responsibilities of Party B of Article 14 of Joint
Venture contract as below:
| 16. |
Selecting,
terminating, and setting
the compensation of management responsible for implementing the joint
venture’s policies and procedures.
|
| 17. |
Establishing
operating and capital decisions of the joint venture, including budgets,
|
