Dongfang Hospital (Guangdong Medical Association Medical Center) Cooperative Contract
Exhibit
99.2
Dongfang
Hospital (Guangdong Medical Association Medical Center) Cooperative
Contract
Party
A: Dongfang Hospital (Guangdong Medical Association Medical
Center)
|
|
Party B: Luo Quanhong |
ID card
No.:612323197512090811
|
Party A
and Party B reach an agreement as follows on the basis of equality,
voluntariness and consensus in accordance with Contract Law of the PRC and
relevant laws and regulations:
Article
1 Cooperative method
1.
|
Party
A will provide Guangdong Medical Association Medical Center with existing
right of licensed operation, place, machines (see attached Equipments
List)
|
2.
|
Party
A will authorize Party B to be responsible for establishment of health
checkup team and operation and management of the medical
center.
|
3.
|
Party
B will invest RMB200,000 yuan as the entrance fee of cooperation with
Party A, which will not be refunded despite of success or failure of Party
B.
|
Article
2 Term of contract
The term
of the contract lasts for five year since the date of signing, from September 8, 2009 to September 8, 2014.
Article
3 Sharing
1.
|
Party
A and Party B will share the total income (excluding examination and
inspection incomes incurred by medical departments of Party A and
inspection income for patients transferred from other hospital): Party A
accounts for 25 percent of the total income, and Party B 75
percent.
|
2.
|
For
the items unable to be accomplished in the inspection department of this
hospital through the medial center and Party A or Party B needs assistance
of other hospital to accomplishment, the income will be shared according
to the gross profit: Party A accounts for 25 percent of the total income,
and Party B 75 percent.
|
3.
|
For
CT, MRI and intervention examination needing to be made by the medical
center, both parties share according to the total income: Party A accounts
for 70, and Party B 30 percent.
|
4.
|
For
expenses collected by Party A from persons contacted and examined by Party
A independently within three months from date of signing, Party B will not
share, and the income thereof will be owned by Party A. Computer reception
identification will be set up
separately.
|
5.
|
During
the cooperative term of Party A and Party B, if the health checkup
organization or personnel is introduced by the third party, a commission
will be given to the third party according to the marketing
plan.
|
6.
|
During
the cooperative term, if organization or personnel introduced by Party B
is received by the medical center as the patient in hospital, a commission
will be given to the health checkup
department.
|
7.
|
The
assistant departments such as the examination department, the X-ray
department, the function department, pathology will share 20 percent of
the total income (including the cost), the remaining 80 percent will
belong to the medical center, which Party A and Party B will share 25
percent and 75 percent
respectively.
|
Article
4 Commitment on share made by Party B to Party A
1.
|
Party
A will share 25 percent of the total income from Sep. 8, 2009 to Sep. 8,
2010 which is no less than RMB200,000 yuan. In case Party B fails to meet
this requirement, it shall be liable to make up to RMB200,000
yuan.
|
2.
|
Party
A will share 25 percent of the total income from Sep. 8, 2010 to Sep. 8,
2011 which is no less than RMB300,000 yuan. In case Party B fails to meet
this requirement, it shall be liable to make up to RMB300,000
yuan.
|
3.
|
Party
A will share 25 percent of the total income from Sep. 8, 2011 to Sep. 8,
2012 which is no less than RMB450,000 yuan. In case Party B fails to meet
this requirement, it shall be liable to make up to RMB450,000
yuan.
|
4.
|
Party
A will share 25 percent of the total income from Sep. 8, 2012 to Sep. 8,
2013 which is no less than RMB675,000 yuan. In case Party B fails to meet
this requirement, it shall be liable to make up to RMB675,000
yuan.
|
5.
|
Party
A will share 25 percent of the total income from Sep. 8, 2013 to Sep. 8,
2014 which is no less than RMB1 million yuan. In case Party B fails to
meet this requirement, Party A shall be entitled not to
renew.
|
Article
5 Method of contribution, ownership and profit distribution for newly purchased
machines
1.
|
If
a new equipment is required to add due to requirement of business
development and Party A is willing to purchase it by joint contribution
during the operation, Party A and Party B will invest to purchase in the
proportion of 25 percent and 75 percent respectively, the ownership of
which will also be owned by Party A and Party B in the same proportion,
and the profit will also be distributed by Party A and Party in the same
proportion.
|
2.
|
If
a new equipment is required to add due to requirement of business
development and Party A is not willing to purchase it by joint
contribution during the operation, the fund for equipment purchased by
Party B will be borne by Party B itself, and the ownership and profit of
the equipment will belong to Party B, unrelated to Party
A.
|
Article
6 Repair and maintenance of equipments
1.
|
The
department will be responsible to arrange special personnel for daily
repair, maintenance and troubleshooting of equipments invested by Party A
independently and bear the expenses thereof, which is included in the
department’s cost.
|
2.
|
The
expenses for repair and maintenance of the equipments purchased by joint
investment by both parties will be borne by the
department.
|
3.
|
The
cost for repair and maintenance of the equipments purchase by Party B
itself will be borne by Party B upon approval of Party
A.
|
Article
7 Method of settlement: (settled on a weekly basis)
The
expenses will be collected by Party A by computer and settled on a weekly basis
during the contractual term. Party A will be responsible to pay the total income
Party B shares to Party B every Friday (settle in advance if it falls within the
holidays or festivals).
Article
8 Right and obligations of both parties
1.
|
Party
A shall provide official seal, special seal and invoice of “Guangdong
Medical Association Medical Center” to Party
B.
|
2.
|
The
departments shall be liable for management and care of equipments, office
places provided by Party A and compensation against deliberate
damage.
|
3.
|
The
departments shall not transfer all assets of Party A such as equipments to
any third party for use without permission of Party
A.
|
4.
|
Party
A shall offer a priority for examination arranged by Party B in relevant
departments of Party A,
|
5.
|
Party
A shall provide assistance and cooperation when Party B needs assistance
of Party A’s personnel temporarily.
|
6.
|
In
case the equipments or place are damaged caused by force majeure such as
natural disaster, the losses thereof shall be borne by Party A
itself.
|
7.
|
Party
B shall be responsible for security of the medical center, while Party A
for outside of it.
|
8.
|
The
departments shall pay charges for water and electricity on time each
month.
|
9.
|
The
expense for office supplies, printed matters, materials got from warehouse
of Party A during the cooperative period shall be borne by the departments
themselves and deducted from their respective
shares.
|
10.
|
All
relevant taxes and charges payable according to relevant national policies
shall be borne by Party B.
|
Article 9
Party A shall be entitled to cancel the cooperation in case Party B fails to
comply with the above agreement.
Article
10 Party A and Party B shall observe the above-mentioned agreement and shall not
cancel cooperation without reasons, otherwise, both parties shall compensate
RMB200,000 yuan equally. Party B shall have the priority of renewal after the
contract expires.
Article
11 Punishment clause: Party B shall not make concealed account or collect
without permission during cooperative term. Once found, it will be deemed as a
breach, and Party A shall be entitled to investigate its legal obligation. Party
B will be deducted 10 times the amount of breach that it committed once, and
imposed a default fine of RMB200,000 yuan for more than three times (including
three times) of breach.
Article
12 Any matters not provided herein shall be settled by both parties through
mutual negotiation.
Party
A (seal): Guangzhou Dongfang Hospital
/s/
Xx Xxxxxxxx
Official
seal:
Address:
Time:
|
Party
B (seal):
ID
card No.:61232319751209
/s/
Luo Quanhong
Address:
Room 203, Building No.45,Jinbi
Xincheng
Time:
September 3, 2009
Tel:
00000000000
|