Rights and Obligations Assignment Agreement
Rights and Obligations Assignment Agreement
This Rights and Obligations Assignment Agreement (this “Agreement”) is made in Shanghai as of July 13, 2017 by and among:
(1) Xxxx XXX, a citizen of the People’s Republic of China (“PRC”) whose ID number is ******************;
(2) Xxxxxxx XXXX, Chinese Citizen, ID No.: ******************;
(3) Xxx XXXX, Chinese Citizen, ID No.: ******************;
(4) XXX XXXX INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD., a wholly foreign-owned enterprise organized and existing under the laws of the PRC with its legal address at Xxxx 000, Xxxxx X, Xx.0 Xxxxxxxx, Xx.000, Xxxxxxxxx Road, Tang Town, Pudong New Area, Shanghai, China (“WFOE”); and
(5) GUANGDONG YIHAO PHARMACY CO., LTD., a limited liability company organized and existing under the laws of the PRC with its legal address at Zone A, 2/F, Xx.0 Xxxxxx Xxxx (Xxxx), Xxxxxx Xxxxxxxx, Xxxxxxxxx, Xxxxx (“Operating Company”)
(The abovementioned parties hereinafter referred to collectively as the “Parties” and each a “Party”).
WHEREAS:
1. WFOE, Xxx XXXX and Xxxxxxx XXXX entered into the Exclusive Option Agreement in respect of GUANGDONG YIHAO PHARMACY CO., LTD. on September 5, 2013, Xxx XXXX, Xxxxxxx XXXX, WFOE and the Operating Company entered into the Proxy Agreement on September 5, 2013, and WFOE, Xxx XXXX and Xxxxxxx XXXX entered into the Proxy Agreement in respect of GUANGDONG YIHAO PHARMACY CO., LTD. on September 5, 2013 (collectively, “Original Agreements”).
2. Xxxx XXX, Xxx XXXX and Xxxxxxx XXXX entered into the Equity Transfer Agreement on July 13, 2017, pursuant to which Xxxxxxx XXXX has transferred all of the shares held by her in the Operating Company to Xxxx XXX.
3. Xxxxxxx XXXX wishes to assign all of her rights and obligations under the Original Agreements to Xxxx XXX, and Xxxx XXX agrees to accept the assignment of all of Xxxxxxx XXXX’x rights and obligations under the Original Agreements.
THEREFORE, it is agreed as follows:
1. As of the effective date of this Agreement (“Effective Date”), Xxxxxxx XXXX shall assign all of her rights, interests, obligations and liabilities under the Original Agreements to Xxxx XXX (“Assignment of Rights and Obligations”).
2. Xxxx XXX hereby agrees to accept the Assignment of Rights and Obligations, and to fully perform and comply with the Original Agreements and exercise all of the rights and perform all of the obligations of Xxxxxxx XXXX under the Original Agreement from the Effective Date.
3. Xxx XXXX, WFOE and the Operating Company hereby agree on the Assignment of Rights and Obligations and Xxxx XXX succeeds Xxxxxxx XXXX as a party to the Original Agreement from the Effective Date.
4. This Agreement shall be governed by and interpreted in accordance with the laws of the PRC.
5. Any dispute arising from or in connection with this Agreement shall be submitted to the Shanghai International Economic and Trade Arbitration Commission (“Commission”) to be settled through
arbitration in accordance with the then effective arbitration rules of the Commission. The arbitration award shall be final and binding on both Parties.
6. This Agreement shall take effect from the date on which it is signed (applicable to a natural person) or signed and sealed (applicable to a legal entity) by the Parties hereto.
7. This Agreement shall be made in quintuplicate counterparts, with each party holding one counterpart with equal legal effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK; THE SIGNATURE PAGE IS ATTACHED HEREINBELOW]
IN WITNESS WHEREOF, the Parties have executed this Rights and Obligations Assignment Agreement on the date first written above.
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Xxxx XXX |
Xxxxxxx XXXX | ||||||
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Signature: |
/s/ Xxxx XXX |
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Signature: |
/s/ Xxxxxxx XXXX | |||
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Xxx XXXX |
XXX XXXX INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD. | ||||||
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Legal Representative: | ||||||
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Signature: |
/s/ Xxxxxxx XXX | |||||
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Signature: |
/s/ Xxx XXXX |
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Seal: |
/s/ Seal of Xxx Xxxx Information Technology (Shanghai) Co., Ltd. | |||
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GUANGDONG YIHAO PHARMACY CO., LTD. |
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Legal Representative: |
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Signature: |
/s/ Du ZOU |
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Seal: |
/s/ Seal of Guangdong Yihao Pharmacy Co., Ltd. |
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