Exhibit 10.1
Consigned Management and Technology Service Agreement
by and
among
Qingdao Niao Bio-Technology Ltd.
NeoStem (China), Inc.
and
The Shareholder of Qingdao Niao Bio-Technology Ltd.
June 1, 2009
Consigned
Management and Technology Service Agreement
Consigned Management and Technology Service Agreement
This Consigned
Management and Technology Service Agreement (“this
Agreement”) is entered into on June 1, 2009 between the
following Parties:
|
|
Qingdao Niao
Bio-Technology Ltd. (“Party A”) is a limited liability
company, duly incorporated in Qingdao City, People’s Republic
of China (“PRC”) whose legal address is: Room 501, Unit
2 Building 1, No.17 YinChuanDong Road, Laoshan District, Qingdao
City.
|
|
|
NeoStem
(China), Inc. (“Party B”), is a wholly foreign
owned enterprise (“WFOE”) and duly incorporated under
PRC Laws, whose registered address is Room 0425A, Building C, No.6
XiangGangZhong Road, Shinan District, Qingdao City.
|
|
(3)
|
Sole
shareholder of Qingdao Niao Bio-Technology Ltd.
(the
“Shareholder”)
|
|
Name of the
Shareholder
|
|
Shareholding
Ratio （
% ）
|
|
ID Card No.
|
|
Contact Address
|
|
|
Liu Hongbing
|
|
100
|
|
|
|
Room 102, Unit
4 Building 6, No.138 Huaneng Road, Licheng District, Ji’nan
City
|
|
(Party A, Party
B and the Shareholder are referred to collectively in this
agreement as the “Parties” or “the
Parties”, and individually as “a Party” or
“each Party”.)
|
|
Party A’s
business scope is as follows: the research & development,
transfer and consultation of biological cell technology, gene
technology and regenerative medical technology (The aforesaid
business scope should be operated with relevant permits if such
permits are required.);
|
|
|
Party B’s
business scope is the research & development, transfer and
technological consultation service of biotech technology,
regenerative medical technology and anti-aging technology
(excluding the development or application of human stem cell, gene
diagnosis and treatment technologies); consultation of economic
information; import, export and sales of machines and equipments
(the import and export do not involve the goods specifically
stipulated in/by state-operated trade, import & export quota
license, export quota bidding, export permit, etc.) (The aforesaid
business scope should be operated with relevant permits if such
permits are required);
|
Consigned
Management and Technology Service Agreement
|
|
The Parties
agree that, Party A consigns Party B to manage all its business and
human resources, etc., and engages Party B to provide technology
services such as the update and maintenance of internal software
and hardware, technology training and technology
support;
|
|
|
The Shareholder
holds 100% of equity interests of Party A.
|
NOW THEREFORE
, the Parties hereby agree through friendly negotiation as
follows:
1.1
“PRC” refers to the People’s Republic of China,
for the purpose of this Agreement, excluding the Hong Kong Special
Administrative Region, Macao Special Administrative Region and
Taiwan Province ；
1.2 “PRC
Laws” refers to all PRC laws, administrative regulations and
government rules in effect;
1.3
“RMB” refers to the legal currency within the
PRC;
1.4
“Party A Staff” refers to the senior management staff
of Party A and the manager of each plant;
1.5
“Consigned Management and Technology Service Fee” or
“Consideration” refers to the consideration as defined
in Article 3.1 and paid to Party B by Party A.
Article 2
Contents of Consigned Management and Technology
Services
2.1 Contents
of Consigned Management Services
2.1.1 Business
Management Services
Provide
services on management and staff training so as to enhance the
professional management and eventually promote economic achievement
of Party A.
(1) Training to Party A Staff
A. Latest
biotech industry knowledge training
B. Related
operating methods and skills training
C. Preserve and
maintenance of equipments training
D. Management
principals and skills training
Consigned
Management and Technology Service Agreement
B. Operation and technology
management
F. Sales and Marketing management
2.1.2
Advertising and Development Services
Improve the
economic benefits of the Company, ensure the healthy development of
the Company, improve the fame of the Company, establish the image
of the Company, gain the good reputation, contribute to the public
welfare, and expand the popularity of the Company.
2.1.2.2 Contents of
Service
I. Public relation planning
K. Corporate image planning
|
|
|
Conduct
research on the market and provide suggestions on the selection of
location and layout of new businesses;
|
|
|
Conduct
research on the impressions of customers, and provide suggestions
for perfection of customer services in accordance with the results
of that research.
|
|
C.
|
Conduct
research on the potential cooperative partners, and provide
suggestions for business expansion and cooperation development in
accordance with the results of that research.
|
2.1.3 Human
Resources Management Services
2.1.3.1 Target: Achieve the proper distribution
of human resources, maintain the stability of the management team,
and stimulate the employees to positively work so as to increase
the economic achievement.
Consigned
Management and Technology Service Agreement
2.1.3.2 Contents of Service
|
|
|
Recommend and
nominate the candidates of senior management staff of Party A, and
Party A shall appoint such candidates in accordance with the
requirement of the position;
|
|
|
(2)
|
Facilitate to
perfect the organizational structure to improve the effects of the
management;
|
|
|
|
Establish the
labor management system for Party A, including, but without
limitation, employment policies, training, systems of leaves and
vocations, overtime working, resignation, demission and
etc.;
|
|
|
|
Complete the
employees’ salary system including its senior management
staff;
|
|
|
|
Facilitate to
complete the working effectiveness assessment system of the
employees and perfect the salary incentive system;
|
|
|
|
Provide
training of labor management in the human resources department of
Party A;
|
|
|
|
Provide
consultancy services to Party A in relation to the labor policies
and social insurance;
|
|
|
|
Facilitate
Party A to standardize the management of human resources and
establishment of related system.
|
2.1.4 Internal
Control Services
Party B shall
assist Party A to establish internal control system and provide the
proper suggestions on the following systems:
(1) Rules for
stamp usage
(2) Rules for
receipts and checks
(3) Rules of
budgeting management
(4) Assets
management system
(5) Quality
management system
(6)
Authorization and agency system
2.2 Contents
of Technology Services
2.2.1 Select, purchase and update
the proper software in accordance with practical requirements of
Party A with respect to human resources and business management,
etc., and conduct training on the use of such software, and provide
relevant consulting services.
2.2.2 Assist with other related
systems and software in accordance with the specific requirements
of Party A, and the relative costs shall be borne by Party
A.
Consigned
Management and Technology Service Agreement
2.2.3 If necessary, seek qualified
network service companies to provide services to Party A with
respect to its application for the domain name and design of
website, assist Party A in communication with the network service
company on matters relating to the domain name and
website.
2.2.4 Assist with the computers,
server and other facilities in accordance with the requirements of
Party A.
2.2.5 Make periodic maintenance and
necessary update on hardware facilities in accordance with the
requirements of Party A.
2.2.6 Conduct technology training of the
technical employees of Party A.
|
|
(1) Conduct training to Party A for the
operation of technologies with regard to latest bio-technologies,
regenerative medical technologies, anti-aging technologies,
etc.
|
|
|
(2) Conduct training to Party A with regard to
research and development of relevant technologies.
|
|
|
(3) Strengthen the training of Party A’s
staff to use ne
|
|
