CONTRACT
CONTRACT
This
contract is signed on October 10th, 2006 by the following parties.
Party
A:
Wu Lan Cha Bu Emergency Hospital Center
Party
B:
Beijing Xxxxx Xxxx pharmaceutical Co. Ltd..
Herein,
Wu Lan Cha Bu Emergency Hospital Center (Party A) loaned 30 Million from Beijing
Xxxxx Xxxx pharmaceutical Co. Ltd. (Party B) for the construction of new
hospital xxxx.
Herein,
both parties are the hospital construction blueprint’s attending parties. The
purpose of this contract is to regulate and to supplement on this
contract.
Herein,
both parties of this contract are effective artificial persons by Chinese Law,
have the right to sign this contract and implement the rights and obligations
of
the terms underwritten in this contract.
Hereby,
in order to improve medical industry development, regulate medical market
management activities, based on the principal of equal, beneficial-both parties,
both parties agree to sign the following contract:
1)
|
General
Principles
|
1),
According to PRC Corporation Law and other relating law and regulations, after
both parties’ negotiation, Party B agree to lend 00 Xxxxxxx XXX to Party A.
After the construction of new hospital xxxx, Party A assigned Party B to be
the
sole supplier for all the medicine and disposable medical devices. The
cooperation period is 20 years. Party B agrees to provide a 5 years’ loan
without bank interest.
2),
Both
parties agree to afford the concerning obligations.
2,
|
Xxxxx,
Business range and Location
|
3),
Hospital’s xxxxx is to provide service to public, take the responsibility to
serve for health field, and to promote our country’s medical industry
development.
4),
Hospital’s business range is: Synthetical Three A Hospital
5),
Hospital Location: Xin District, Wu Lan Cha Bu City, Inner-Mongolia
3,
|
Registration
Capital, Cooperation period and Share holder’s
fund
|
6),
Party
A’s first period’s investment will be 90 Million RMB, within which 30 Million
will be self-funding, 30 Million are loaned from China Xxxx, 00 Xxxxxxx XXX
will
loan from Party B.
7),
Share
holder’s fund composition and sum
a,
Party
A funds 100% of the capital, and will be 100% of the registration
portion.
b,
Party
B provide a loan of 00 Xxxxxxx XXX to Party A, will not take any share in new
corporation.
4, |
Organization
|
8),
The
hospital will set up board of directors and supervision committee. The Board
will be consisted of seven people, and six from Party A, one from Party B.
Hospital will have one chairman of board (representative of corporation)
assigned by Party A, one vice chairman of board, assigned by Party B.
Supervision Committee will be consisted of two people, each party will assign
one person. Hospital will set up management organization, and the hospital
director will in charge of the operation and management. The director will
be
recommended by Party A and assigned by board of directors.
9),
the
board will dictate to the management organizations with the asset accumulation
and management technical directions and will sign assignment with management
department, and each department will need to accomplish the task according
to
the directions.
10),
If
operation management team could accomplish the annual management target, both
parties shall not raise with any proposals that will be obstacle to hospital’s
developing. If the management team can not accomplish the Annual management
plan, then base on either party’s written requirement, the hospital can
re-organize a new management team.
11),
The
general loan’s sum shall be follow the National Law and regulations. And the
hospital’s activities on loan, mortgage, etc, shall base on all board’s
approval.
5, |
Irresistible
force
|
12),
Any
Party experiences any unexpected irresistible force that results to contract’s
implementation, that party should inform the other party in written letter
based
on the following situation within 15 days. Irresistible force includes:
Government Admin Department’s policies or decisions that result to the project’s
closure, merging or cancellation, etc. Or irresistible reason that cause the
failure of agreement implementation, And must provide effective proof documents
which had been provided from notarial office. And based on the effect on
contract’s implementation, then both parties will negotiate with a resolution,
or to exempt part of obligation, or postpone the contract’s implementing
time.
6, |
Dispute
Resolution
|
13),
Any
dispute in implementing shall be negotiated within two parties first; if failed,
then both party agree to submit it to the local arbitration
committee.
14),
During the arbitration process, except for the arbitrated portion, this contract
shall be continuously implemented.
7, |
Miscellaneous
|
15),
Any
annex is the integral part of this agreement. The annex and this agreement
are
equally valid. Any documents concerning about each shareholder’s rights and
obligations shall be in written form letter, except for their notification
letter, fax. The address in this contract is the legal address of each
shareholder.. if any modification, shall inform each shareholder 30 days
earlier.
16),
This
contract’s explanation and implementation shall be within the domination of
PRC’s Law.
17),
Each
party shall cooperate on other annex, additional contract, regulations and
other
document’s signature and implementing.
18),
This
contract will be effect on both party legal representative’s
signature.
Party
A(signature and seal): Wu Lan Cha Bu Emergency Hospital Center
Party
B(signature and seal): Beijing Xxxxx Xxxx pharmaceutical Co. Ltd.