CALL OPTION AGREEMENT June 14, 2010 Guangzhou, P.R.C.
Exhibit
4.2
Call Option
Agreement
|
June
14, 2010
Guangzhou,
P.R.C.
Call Option
Agreement
|
This Call
Option Agreement (hereinafter referred to as the “Agreement”) is entered into on
06/14/2010 by and between:
Party A: Guangzhou
Shouzhi Medical Institution Management Co. Ltd., a wholly-foreign
owned enterprise registered in Guangzhou, PRC, the registration number of its
Business License is 440101400021828 , and its registered address is 3rd Floor,
Xx.0, Xxxxx Xxxxx Xxxx, Xxxxxxx Xxxxxx, XxxxxXxxx.
Party B: Xxxxxxxx Xx, a male
citizen of PRC with ID Card number 420601196208133553, whose domicile is located
at Xx. 00, Xxxxxxx Xxxx, Xxxxxxxx Xxxxxxxx, Xxxxxxxx, XxxxxXxxx, the PRC,
currently owns 100% shares of Guangzhou Dongfang Hospital Co.,
Ltd.,
Party C: Guangzhou Dongfang
Hospital Co., Ltd., an enterprise incorporated in and existing under the PRC
laws, the registration number of its Business License is 44011100013535, and its
registered address is Xx.0, Xxxxx Xxxxx Xxxx, Xxxxxxx Xxxxxx,
XxxxxXxxx.
In this
Agreement, Party A , Party B and Party C are called collectively as the
“Parties” and each, individually as the “Party”.
WHEREAS:
1 As
of the date of this Agreement Party B is the sole shareholder of Party C and
legally and beneficially holds all of the equity interests of Party
C.
2 Party
B desires to irrevocably grant Party A a call option to purchase all equity
interests in Party C (“Target
Equity”), so that Party A or any third party designated by Party A can
acquire Party C to the extent permitted by Chinese laws and at such a time as
Party A deems appropriate. Party A is willing to accept the said call
option;
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3 Party
C desires to irrevocably grant Party A an option to purchase all assets of Party
C (“Target Assets”), so
that Party A or any third party designated by it can purchase all assets of
Party C to the extent permitted by Chinese laws and at such a time as it deems
appropriate. Party B as shareholder of Party C agree to the grant of the said
option. Party A is willing to accept the said option.
NOW THEREFORE, in accordance
with laws and regulations of the People’s Republic of China, based on the
principle of equality and mutual benefit, it is hereby agreed as
follows:
Article
1 Grant and Exercise of Call Option to Purchase Equity
1.1 Call
Option to Purchase Equity
Party B
hereby irrevocably grants Party A a call option to purchase the Target Equity
held by them (“Call Option to
Purchase Equity’).
1.1.1 During
the term of this Agreement, to the extent permitted by Chinese laws and
regulations then in effect, Party A or any third party designated by it shall
have the option to purchase all or part of the Target Equity at the Exercise
Price of Equity Purchase (as hereinafter defined) or a percentage thereof at any
time according to the terms and conditions of this Agreement.
1.1.2 At
any time within the
term of this Agreement, to the extent permitted by Chinese laws and regulations
then in effect, Party A shall be entitled to request Party B to transfer all or
part of the Target Equity at the Exercise Price of Equity Purchase to Party A or
any third party designated by it.
1.1.3 During
the term of this Agreement, Party A or any third party designated by it shall be
entitled to exercise the Call Option to Purchase Equity under this Agreement in
any number of times until all the Target Equity is transferred to Party A or any
third party designated by it.
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1.1.4 Subject
to laws and after Party A gives an exercise notice (as set forth in Article
2.2.1 below), Party B shall unconditionally assist in performing the above
procedures, transfer all or part of the Target Equity to Party A or any third
party designated by it and help Party A handle the examination & approval,
permission, registration, filing and other procedures necessary for such equity
transfer.
1.1.5 During
the term of this Agreement, in the event that the possession by Party B of the
Target Equity will violate laws and administrative regulations, Party B shall
promptly give a written notice to Party A, explaining specific reasons. In this
case, Party A will: (1) forthwith exercise the Call Option to Purchase Equity
according to Article 4.1; or (2) designate a suitable third party to purchase
all or part of the Target Equity held by Party B at the Exercise Price of Equity
Purchase.
1.1.6 When
Party A exercises the Call Option to Purchase Equity, Party B shall ensure that
other shareholders of Party C approve the equity transfer under this Agreement
and waive the preemptive right to purchase the Target Equity.
1.2 Option
to Purchase Assets
Party C
hereby irrevocably grants Party A an option to purchase all assets of Party C
(“Option to Purchase
Assets”, Call Option to Purchase Equity and Option to Purchase Assets
shall hereinafter collectively referred to as “Call Option”).
1.2.1 During
the term of this Agreement, to the extent permitted by Chinese laws and
regulations then in effect, Party A or any third party designated by it shall
have the option to purchase all or part of the Target Assets at the Exercise
Price of Asset Purchase (as hereinafter defined) or a percentage thereof at any
time according to the terms and conditions of this Agreement.
1.2.2 At
any time during the term of this Agreement, to the extent permitted by Chinese
laws and regulations then in effect, Party A shall be entitled to request Party
C to transfer all or part of the Target Assets at the Exercise Price of Asset
Purchase to Party A or any third party designated by it.
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1.2.3 During
the term of this Agreement, Party A or any third party designated by it shall be
entitled to exercise the Option to Purchase Assets under this Agreement in any
number of times until all the Target Assets are transferred to Party A or any
third party designated by it.
1.2.4 Subject
to laws and after Party A gives an exercise notice (as set forth in Article
2.3.1 below), Party C shall unconditionally assist in performing the above
procedures, transfer all or part of the Target Assets to Party A or any third
party designated by it and help Party A handle the examination & approval,
permission, registration, filing and other procedures necessary for such equity
transfer.
1.2.5 When
Party A exercises the Option to Purchase Assets, Party B shall ensure that all
shareholders of Party C approve the asset transfer under this Agreement and that
Party C obtains all other required consents and approvals with respect to such
asset transfer.
Article
2 Exercise of Call Option
2.1 According
to applicable laws, Party A is entitled to decide, at its discretion, the time,
method and number of times of exercise of Call Option.
2.2 Exercise
of Call Option to Purchase Equity
2.2.1 During
the term of this Agreement, to the extent permitted by Chinese laws and
regulations then in effect, Party A may give an exercise notice (“Exercise Notice to Purchase
Equity”) to Party B, requesting to exercise its Call Option to Purchase
Equity under this Agreement, purchase all or part of the Target Equity held by
Party B or transfer the Target Equity to a third party designated by Party
A.
2.2.2 Once
Party B receives the Exercise Notice to Purchase Equity given by Party A
according to Article 2.2.1, Party B shall forthwith:
a) Sign
an Equity Transfer Agreement with Party A and/or any third party designated by
Party A pursuant to the requirements of the Exercise Notice to Purchase
Equity;
b) Amend
the articles of association of Party C with Party A and/or any third party
designated by Party A and other shareholders of Party C at that time according
to the provisions of Equity Transfer Agreement;
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c) Cause
the Board of Directors and shareholders of Party C to approve the equity
transfer under such exercise, the amendment of the articles of association of
Party C and all other matters related thereto;
d) Together
with Party A and/or any third party designated by Party A and all other
shareholders of Party C at that time, cause Party C to submit the Equity
Transfer Agreement and the amendment of the articles of association of Party C
to relevant examination and approval authorities, and assist in obtaining
necessary approval;
e) Handle
all other matters and obtain all consents and approvals necessary to complete
this equity transfer.
2.3 Exercise
of Option to Purchase Asset
2.3.1 During
the term of this Agreement, to the extent permitted by Chinese laws and
regulations then in effect, Party A may give an exercise notice (“Exercise Notice to Purchase
Asset”) to Party C, requesting to exercise its Option to Purchase Asset
under this Agreement, purchase all or part of the Target Assets or transfer the
Target Assets to a third party designated by Party A.
2.3.2 Once
Party C receives the Exercise Notice to Purchase Assets given by Party A
according to Article 2.3.1, Party C shall forthwith:
a) Sign
the Asset Transfer Agreement with Party A and/or any third party designated by
Party A pursuant to the requirements of the Exercise Notice to Purchase
Assets;
b) Cause
the Board of Directors and shareholders of Party C to approve the resolutions on
the asset transfer under such exercise and all other matters related
thereto;
c) Handle
all other matters and obtain all other consents and approvals necessary to
complete this asset transfer.
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Article
3 Exercise Condition
During
the term of this Agreement, Party A may immediately exercise the Call Option
whenever Party A considers it necessary to acquire the Target Equity or the
Target Assets and it is practicable in accordance with PRC laws and regulations.
Party A may choose to exercise either of the Call Option to Purchase Equity or
the Option to Purchase Assets. Exercise of the Call Option to Purchase Equity by
Party A shall not affect exercise of the Option to Purchase Assets by it, and
vice versa.
Article
4 Exercise Price
4.1 Exercise
Price of Call Option to Purchase Equity (“Exercise Price of Equity
Purchase”)
When Party A exercises the
Call Option to Purchase Equity, the purchase price of the Purchased Equity
Interest (“Purchase Price”) shall be
equal to the original investment price of the Purchased Equity Interest by Party
B, unless applicable PRC laws and regulations require appraisal of the equity
interests or stipulate other restrictions on the purchase price of equity
interests.
If the
applicable PRC laws require appraisal of the equity interests or stipulates
other restrictions on the purchase price when Party A exercises the Call Option
to Purchase Equity, the Parties agree that the Purchase Price shall be set at
the lowest price permissible under the applicable laws.
4.2 Exercise
Price of Option to Purchase Assets (“Exercise Price of Asset
Purchase”)
The
Parties agree that they shall enter into relevant agreements regarding the price
of acquisition based on the circumstances of the exercise of option. Party A has
the discretion to decide the time and arrangement of the acquisition, provided
that the acquisition will not violate any PRC laws or regulations then in
effect.
If the
applicable PRC laws require appraisal of the assets or stipulates other
restrictions on the purchase price when Party A exercises the Option to Purchase
Assets, the Parties agree that the Purchase Price shall be set at the lowest
price permissible under the applicable laws.
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Article
5 Representations, Warranties and Covenants
5.1 The
Parties hereby make the following representations and warranties to each other
as of the date of this Agreement as follows:
5.1.1 has
the power and legal capacity to enter into this Agreement and perform and
observe its obligations hereunder;
5.1.2 has
all necessary consents, authorities and approvals required from shareholders,
directors or any third party and governmental authorities for executing and
performing this Agreement pursuant to any relevant contract or articles of
association or the applicable laws and regulations.
5.1.3 consists
of valid and legally binding obligations of the Parties which are enforceable
under the laws and this Agreement
5.2 Party
B represents and warrants to, and covenants with, Party A, as
follows:
5.2.1 Party
B is legally registered holder of all of the equity interests of Party C and has
made full payment for the capital contribution it has subscribed to according to
the articles of association and PRC laws;
5.2.2 the
execution and delivery of this Agreement and the performance of Party B’s
obligations will not violate or result in a default under (i) any material
contract to which Party B is bound or to which his assets may be subject; or
(ii) any law, rule or regulation applicable to Party B or his property,
operations or assets;
5.2.3
Party B is not currently in breach or default of a material agreement or
applicable law;
5.2.4
there are no pending, threatened or contemplated legal or other proceedings by
any governmental agency which would seek to enjoin or prevent Party B from
entering into the Agreement or consummating the transactions contemplated by the
Agreement;
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5.2.5 except
with respect to that certain Share Pledge Agreement, dated the same date as this
Agreement, by and between Party A and Party B hereto:
a) Party
B owns 100% of the equity interests of Party C, free and clear of any form of
lien, pledge, encumbrance, mortgage, security interest, other adverse right or
interest, or any sequestration, or any dispute, lawsuit, arbitration or any
other administrative or judicial enforcement arrangement regarding such equity
(each, an “Encumbrance”), and no person
or entity may make or assert any of such claims against such equity;
and
b) Party
B has not transferred, sold, assigned, conveyed or otherwise disposed of (each,
a “Transfer”), or
entered into any agreement, arrangement or understanding to Transfer or to cause
any Encumbrance to be placed on, any of its equity interests in Party C, except
for Transfers to or Encumbrances in favor of Party A.
5.2.6 Party
B has fully performed the obligations under the articles of association of Party
C and is free of any situation that may affect his legal status as the
shareholder of Party C or any situation that may affect the exercise by Party A
of the Call Option under this Agreement.
5.2.7 Before
Party A has acquired all the equity/assets of Party C by exercising the Call
Option provided hereunder, Party B agrees that he shall not:
a) supplement,
alter or amend the articles of association of Party C in any manner without
Party A’s prior written consent;
b) enter
into or cause Party C to enter into any transaction, take or cause to be taken
such other action, or fail to take any action, if such transaction, action or
inaction may have a material adverse effect on Party C's business, assets,
liabilities, operations, shareholders’ equity or other legal rights, unless any
such transaction or action is made in the ordinary course of Party C's daily
operations consistent with Party C’s past practices or has been previously
disclosed to and agreed upon by Party A in writing;
c) Transfer,
or cause any Encumbrance to be placed on, any of its equity interests in Party
C, except for Transfers to or Encumbrances in favor of Party A.
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d) approve
the increase or decrease of the registered capital of Party C or its existing
shareholders,;
e) Transfer
or cause Party C to Transfer any assets of Party C (except for Transfers
occurring in the normal course of business in accordance with its past
practice);
f) terminate
or cause the management of Party C to terminate any significant agreement signed
by Party C (significant agreements are to be defined by Party A) or sign any
other agreement that conflicts with any significant agreement to which Party C
or its assets may be bound; and
g) distribute
or actually pay any distributable profits, bonus or dividends of Party C without
Party A’s consent, except, upon 10 days’ prior written notice to Party A, as
compulsorily required by law.
5.2.8 Before
Party A has acquired all the equity/assets of Party C by exercising the Call
Option provided hereunder, Party B shall entrust Party A to manage Party C in
accordance with <Exclusive Management Consultancy Agreement> (the “Consultancy
Agreement”).
5.2.9 Party
B shall immediately notify Party A of the occurrence or possible occurrence of
any litigation, arbitration, or administrative proceeding relating to Party C’s
assets, business, operations or revenue.
5.3 Party
C hereto represents and warrants to, and covenants with, Party A, as
follows:
5.3.1 it
is a limited liability company duly registered, validly existing and in good
standing under the PRC law;
5.3.2 its
business operations are in compliance with applicable laws of the PRC in all
material aspects;
5.3.3 the
execution and delivery of this Agreement and the performance of Party C’s
obligations will not violate or result in a default under (i) any material
contract to which Party C is bound or to which its assets may be subject; (ii)
any provision of the governing documents of Party C; or (iii) any law, rule or
regulation applicable to Party C or its property, operations or
assets.
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5.3.4
Party C is not currently in breach or default of a material agreement, governing
document or applicable law;
5.3.5
there are no pending, threatened or contemplated legal or other proceedings by
any governmental agency which would seek to enjoin or prevent Party C from
entering into the Agreement or consummating the transactions contemplated by the
Agreement;
5.3.6 except
with respect to that certain Contract of Mortgage of Maximum Amount, by and
between Party C and Guangzhou Municipal Rural Credit Union, Sanyuanli Branch and
pursuant to this Agreement:
a) Party
C owns all of its assets free and clear of any Encumbrance; and
b) Party
C has not Transferred, or entered into any agreement, arrangement or
understanding to Transfer or to cause any Encumbrance to be placed on, any of
its assets, except for Transfers to or Encumbrances in favor of Party
A.
5.3.7 Before
Party A has acquired all the equity/assets of Party C by exercising the Call
Option provided hereunder, and except as may be required or provided under the
terms of the Consultancy Agreement, Party C shall not:
a) Transfer
or create any Encumbrance or other third-party right on, any of its assets,
operations or any legal or beneficial interests with respect to its revenues
(unless such Transfer or Encumbrance occurs in the normal course of Party C’s
daily operations consistent with its past practices or has been disclosed to and
agreed upon by Party A in writing);
b) supplement,
alter or amend the articles of association of Party C in any manner without
Party A’s prior written consent;
c) enter
into any transaction, take such other action, or fail to take any action, if
such transaction, action or inaction may have a material adverse effect on its
business, assets, liabilities, operations, shareholders’ equity or other legal
rights, unless any such transaction or action is made in the ordinary course of
Party C's daily operations consistent with Party C’s past practices or has been
previously disclosed to and agreed upon by Party A in writing;
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d) increase
or decrease its registered capital, or otherwise issue any of its equity
interests;
e) terminate
any significant agreement signed by Party C (significant agreements are to be
defined by Party A) or sign any other agreement that conflicts with any
significant agreement to which Party C or its assets may be bound;
f) distribute
or actually pay any distributable profits, bonus or dividends or other assets or
property of Party C without Party A’s consent, except, upon 10 days’ prior
written notice to Party A, as compulsorily required by law.
5.3.8 Party
C shall immediately notify Party A of the occurrence or possible occurrence of
any litigation, arbitration, or administrative proceeding relating to Party C’s
assets, business, operations or revenue.
Article
6 Assignment of Agreement
6.1 Party
B and Party C shall not transfer their rights and obligations under this
Agreement to any third party without the prior written consent of Party
A.
6.2 Each
of Party B and Party C hereby agrees that Party A shall have the right to
transfer all of its rights and obligation under this Agreement to any third
party whenever it desires. Any such transfer shall only be subject to a written
notice sent to Party B and Party C by Party A, and no any further consent from
Party B and Party C will be required.
Article
7 Confidentiality
7.1 Each
of the Parties agrees to treat as strictly confidential and use solely for the
purposes of this Agreement all materials, documents, communications and other
information, whether commercial, technical or otherwise, obtained or received by
them as a result of negotiating or entering into this Agreement or performing
their respective obligations hereunder (hereinafter referred to as “Confidential
Information”). Neither of the Parties shall, except with the prior written
consent of the other Party/Parties hereto, publish, divulge or disclose any
Confidential Information to any third party.
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7.2
Either Party may disclose Confidential Information in any of the following
circumstances:
(1) To
the extent that disclosure is required by law or by the order of a court or
tribunal of competent jurisdiction and then only to such extent; or
(2) If
so required by a regulatory or governmental authority acting in accordance with
its powers; or
(3) If
the relevant Confidential Information is in the public domain;
(4) If
the relevant Confidential Information was in the lawful possession of the
disclosing Party prior to its disclosure to the disclosing Party by the other
Party(ies) hereto and had not been received from the other Party(ies)
hereto.
PROVIDED
THAT the disclosing Party shall, in any of the above circumstances, give prior
notice to the other Party/Parties hereto of any proposed disclosure of
Confidential Information.
7.3 Notwithstanding
the other provisions of this clause, either of the Parties hereto shall be
entitled to disclose Confidential Information to any of its solicitors,
accountants or other professional advisers or to any of its directors or senior
employees provided that each such person has undertaken in writing to treat the
same as strictly confidential in terms similar to Clause
7.1. Furthermore, nothing herein shall prohibit Party A or any of its
parents, successors or affiliates from publicly disclosing this Agreement or any
of the terms herein pursuant to the laws, rules, regulations or interpretations
of any governmental agency or self regulatory organization, including by filing
a copy of this Agreement with any such agency or organization as an exhibit to
any filing made or document provided by such person thereunder.
Article
8 Liabilities for breach of Agreement
8.1 Each
of the Parties shall exercise its right and perform its obligation appropriately
in order to ensure this Agreement is performed smoothly. Either Party shall
undertake the responsibility of the breach of the Agreement for failing to
performing the obligation in full; and shall compensate the other Party(ies) for
any and all losses caused.
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8.2 In
case of any breach by Party B or Party C, in addition to the remedies under
applicable laws, Party A may also:
8.2.1 to
the extent permitted by Chinese laws then in effect, request Party B to promptly
transfer all or part of the Target Equity to Party A or any third party
designated by Party A at the Exercise Price of Equity Purchase; or
8.2.2 request
Party B to compensate all direct and indirect losses, including, but not limited
to, profits arising from the Target Equity as well as all lawyer’s fees and
expenses, travelling expenses, investigation expenses and other expenses paid
for enforcement or to seek remedies.
8.3 In
case of any breach by Party C, in addition to the remedies under applicable
laws, Party A may also:
8.3.1 to
the extent permitted by Chinese laws then in effect, request Party C to promptly
transfer all or part of the Target Assets to Party A or any third party
designated by Party A at the Exercise Price of Asset Purchase;
8.3.2 request
Party B to exercise its shareholder’s rights to cause the breach of this
Agreement by Party C to be rectified. In the event such breach is not rectified
within ten (10) days after a written notice is sent to Party B by Party A, Party
A shall be entitled, to the extent permitted by Chinese laws then in effect, to
request Party B to promptly transfer all or part of the Target Equity to Party A
or any third party designated by Party A at the Exercise Price of Equity
Purchase.
8.3.3 request
Party C to compensate all direct and indirect losses, including, but not limited
to, Party A’s proceeds, travelling expenses, investigation expenses and other
expenses paid for enforcement or to seek remedies.
8.4 Party
B and Party C shall, jointly and severally, indemnify and hold harmless Party A,
and its successors and assigns, and each of their respective officers,
directors, affiliates, executives, supervisors, managers, deputy managers,
members, equity holders, attorneys, employees, agents and representatives, from
and against any and all actions, suits, claims, demands, debts, liabilities,
obligations, losses, damages, costs and expenses (including reasonable
attorney’s fees and court costs), arising out of or caused by, directly or
indirectly (a) any material misrepresentation, breach or failure of any
representation or warranty made herein by Party B or Party C or any agreement or
document delivered in connection herewith; or (b) any failure or refusal by
Party B or Party C to satisfy or perform any covenant, term or condition of this
Agreement required to be satisfied or performed by either or both of
them.
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Article
9 Applicable Law
9.1 The
execution, validity, interpretation, implementation and dispute resolution of
this Agreement will be governed by the law of People's Republic of
China.
Article
10 Settlement of Disputes
All
disputes arising out of or in connection with this Agreement shall be settled by
the Parties through friendly negotiation. In the event said disputes can not be
settled through friendly negotiation, either Party may submit the dispute to
arbitration to be conducted by South-China Sub-commission of China International
Economic and Trade Arbitration Commission in Shenzhen in accordance with its
then current arbitration rules. The arbitral award shall be final and binding.
The arbitral fees shall be borne by the losing Party.
Article
11 Effectiveness and Termination of Agreement
11.1 This
Agreement shall come into effect upon the seal and authorized signature of the
Parties and terminate upon the first to occur of
11.1.1 the
date on which Party A completes the acquisition of all equity interests or
assets of Party C;
11.1.2 after
thirty (30) days has elapsed commencing from Party A, without further liability
to it, giving a written notice to the other Parties to terminate this Agreement;
or
11.1.3
upon the unanimous consent of the Parties.
Article
12 Miscellaneous
12.1 Amendment,
Modification and Supplement:
Any
amendment and supplement of this Agreement shall be made by the Parties in
writing. The amendment and supplement duly executed by each Party shall be
deemed as a part of this Agreement.
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12.2 Partial
Invalidity
If, at
any time, any provision hereof is or becomes unenforceable in any respect under
the law of any jurisdiction, the remaining provisions of this Agreement shall
remain valid, provided that the rights of each Party under this Agreement are
not materially affected as a result of such unenforceability.
12.3 Waivers
Waivers
in writing signed by the Parties are considered valid. No failure to exercise on
the part of either Party, any right or remedy hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right or remedy
prevent any further or other exercise thereof or the exercise of any other right
or remedy.
12.4 Successor
This
Agreement shall bind and benefit the successor or the permitted transferee of
each Party.
12.5 Languages
This
Agreement has been written and signed between the Parties in English and Chinese
languages. Both language versions shall be equally authentic. If there are
conflicts between two versions, the Chinese version shall prevail.
12.6 Copies
of Agreement
This
Agreement is signed in four copies, each Party holds one copy, others for
relevant procedures. Either one is considered as original and has the same
effect.
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IN WITNESS WHEREOF, the
Parties hereof have caused this Agreement to be executed by their duly
authorized representatives as of the date first written above.
Party A: Guangzhou
Shouzhi Medical Institution Management Co. Ltd. (seal)
Legal
representative or Authorized representative(Signature)
/s/
Xxxxxxxx Xx
Party B: Xxxxxxxx
Xx(signature):
/s/
Xxxxxxxx Xx
Party C: Guangzhou Dongfang
Hospital Co., Ltd (seal)
Legal
representative or Authorized representative(Signature)
/s/
Xxxxxxxx Xx
Date:
June 14, 2010
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