DEPOSIT AGREEMENTDeposit Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
DEPOSIT AGREEMENT, dated as of , 2005, by and among (i) China Medical Technologies, Inc., a limited liability, exempted company incorporated under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners from time to time of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
This Indemnification Agreement (the “Agreement”) is entered into as of , 2005 by and between China Medical Technologies, Inc., a Cayman Islands company (the “Company”) and the undersigned, a [director or officer] of the Company (“Indemnitee”).
Assets Acquisition AgreementAssets Acquisition Agreement • July 15th, 2005 • China Medical Technologies, Inc.
This “Assets Acquisition Agreement” (hereinafter referred to as “this Agreement”) is entered into on January 18, 2005 by and between the following parties:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
WHEREAS, the Company wishes to issue to each of the Subscribers, and each of the Subscribers wishes to subscribe for, an aggregate of 200,000,000 ordinary shares of the Company, par value US$0.1 per share (the “Shares”) as more particularly set forth on Schedule I. In consideration of the Shares, each of the Subscribers wishes to transfer, and the Company wishes to acquire, all of the outstanding equity interests of the respective Subscriber in Beijing Yuande Bio-Medical and Engineering Co., Ltd. (“YDME”), a limited liability company organized and existing under the laws of the People’s Republic of China (the “PRC”) (each an “Equity Interest”) as set forth below;
Building Purchase ContractChina Medical Technologies, Inc. • July 15th, 2005
In accordance with the provisions of laws and regulations such as the Law of the People’s Republic of China on the Administration of Urban Real Property, the Regulations on the Administration of Urban Public-Owned Buildings, etc., both Party A and Party B, after mutual consultation and consent, enter into the following provisions for the observance and performance of both parties:
PURCHASE CONTRACTPurchase Contract • July 15th, 2005 • China Medical Technologies, Inc.
This purchase order is made by and between the buyer and seller, whereby the buyer agrees to pay and the seller agrees to sell the below mentioned commodities according to the terms and conditions stipulated below:
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
WHEREAS, the Company, Chengxuan, GE and Meditech are parties to a Subscription Agreement, dated as of January 19, 2005 (the “Subscription Agreement”), pursuant to which Chengxuan, GE and Meditech have agreed to subscribe for an aggregate of 200,000,000 Ordinary Shares, par value U.S.$0.1 per share, of the Company (the “Ordinary Shares”);
CHINA MEDICAL TECHNOLOGIES, INC. 5,000,000 AMERICAN DEPOSITARY SHARES EACH REPRESENTING 10 ORDINARY SHARES, PAR VALUE US$0.10 PER SHARE FORM OF UNDERWRITING AGREEMENTUnderwriting Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
China Medical Technologies, Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representative, an aggregate of 5,000,000 American Depositary Shares (the “Firm ADSs”), each representing 10 ordinary shares, par value US$0.10 per share, of the Company (each an “Ordinary Share” and each American Depositary Share, an “ADS”). In addition, solely for the purpose of covering over-allotments, the Company proposes to grant to the Underwriters the option to purchase up to an aggregate of additional 750,000 ADSs (the “Additional ADSs”). The Firm ADSs and the Additional ADSs are hereinafter collectively referred to as the “Offered ADSs”. Each reference to the Firm ADSs, the Additional ADSs or the Offered ADSs herein, unless the context otherwise required, also includes the Ordinary Shares underlying such ADSs.
STOCK SUBSCRIPTION AND PURCHASE AGREEMENTStock Subscription and Purchase Agreement • July 15th, 2005 • China Medical Technologies, Inc. • Hong Kong
STOCK SUBSCRIPTION AND PURCHASE AGREEMENT (this “Agreement”), dated as of September 23, 2002 (the “Signing Date”), by and among the following parties:
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
WHEREAS, the Company, Chengxuan, GE and Meditech are parties to a Shareholders’ Agreement dated as of January 19, 2005 (the “Existing Shareholders’ Agreement”); and
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • July 15th, 2005 • China Medical Technologies, Inc. • Hong Kong
WHEREAS, the Company and the Shareholders are parties to a Stock Subscription and Purchase Agreement, dated as of September 23, 2002 (the “Purchase Agreement”), pursuant to which GE and Meditech have agreed to purchase an aggregate of twenty-six million eight hundred and forty thousand (26,840,000) shares of common stock, par value RMB 1.00 per share, of the Company (the “Common Stock”);
CHINA MEDICAL TECHNOLOGIES, INC. REGISTRATION RIGHTS AGREEMENT Dated as of January 19, 2005Registration Rights Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of January 19, 2005, by and among CHINA MEDICAL TECHNOLOGIES, INC., a company incorporated in the Cayman Islands with limited liability with its registered address at Walker House, Mary Street, P.O. Box 908GT, George Town, Grand Cayman, Cayman Islands (the “Company”), GENERAL ELECTRIC INTERNATIONAL OPERATIONS COMPANY, INC., a company incorporated in the State of Delaware, United States of America with limited liability with its registered address at Corporate Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, State of Delaware, United States of America (“GE”), GOLDEN MEDITECH (BVI) COMPANY LIMITED, a company incorporated in the British Virgin Islands with limited liability with its registered address at P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Meditech”), and GREEN WALL DEVELOPMENT LTD., a company incorporated in the British Virgin
General Electric Ultrasound Equipment Supply AgreementGeneral Electric Ultrasound Equipment Supply Agreement • July 15th, 2005 • China Medical Technologies, Inc.
This General Electric Ultrasound Equipment Supply Agreement (hereinafter referred to as this “Agreement”) is entered into on March 19, 2003 by and between Beijing Yuande Bio-Medical Engineering Co., Ltd., a limited liability joint stock company established and legally existing under the laws of the People’s Republic of China (hereinafter referred to as the “Company”), and GE (China) Co., Ltd., a foreign-invested investment company established and legally existing under the laws of the People’s Republic of China (hereinafter referred to as “GE”).
Authorized Maintenance Services AgreementAuthorized Maintenance Services Agreement • July 15th, 2005 • China Medical Technologies, Inc.
This Agreement, the content of which shall include the terms hereof, the Appendixes hereto and the other documents referred to herein, shall come into existence and effect as of the Effective Date above upon signature by and affixation with the seals of the Parties.
EMPLOYMENT AND CONFIDENTIALITY AGREEMENT (the “Agreement”)Employment and Confidentiality Agreement • July 15th, 2005 • China Medical Technologies, Inc. • New York
