Exhibit 10.1
JOINT
VENTURECONTRACT
BETWEEN
JIANGSU HUALAN
BIOTECHOLOGYLTD.(CHINA)
AND
MEDICAL INTERNATIONAL
TECHNOLOGIES(MIT CANADA)INC.
(DATED ON THE MAY 6
th
, 2009)
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GENERAL
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ARTICLE 1
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DEFINITIONS
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ARTICLE 2
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PARTIESTO THE CONTRACT
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ARTICLE 3
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ESTABLISHMENTOF THE JOINT VENTURE
COMPANY
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ARTICLE 4
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THE PURPOSE, SCOPE AND SCALE OF
PRODUCTIONAND OPERATION
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ARTICLE 5
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TOTAL INVESTMENT,
REGISTERED
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ARTICLE 6
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CAPITAL CONTRIBUTIONS
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ARTICLE 7
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ARTICLE 8
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ARTICLE 9
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THE PARTIES' RESPONSIBILITIES OF
ASSISTANCE
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ARTICLE 10
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ARTICLE 11
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PURCHASE OF EQUIPMENTAND RAW
MATERIALS
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ARTICLE 12
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UTILITIES, INFRASTRUCTUREAND
SERVICES
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ARTICLE 13
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ARTICLE 14
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SITE LAND AND BUILDING
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ARTICLE 15
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HEALTH, S AFETY AND ENVIRONMENT
PROTECTION
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ARTICLE 16
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TRADEMARKS AND TRADE
NAMES
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ARTICLE 17
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FOREIGN EXCHANGE
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ARTICLE 18
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FINANCE, ACCOUNTING AND
AUDITING
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ARTICLE 19
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DISTRIBUTIONAND PAYMENT OF
PROFITS
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ARTICLE 20
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TAXATION
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ARTICLE 21
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INSURANCE
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ARTICLE 22
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LABOR MANAGEMENT
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ARTICLE 23
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CONFIDENTIALITY
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ARTICLE 24
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FUTURE COOPERATIONAND
NON-COMPETITION
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ARTICLE 25
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THE JOINT VENTURE TERM
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ARTICLE 26
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ARTICLE 27
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TERMINATION AND
LIQUIDATION
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ARTICLE 28
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BREACH OF CONTRACT
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ARTICLE 29
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FORCE MAJEURE
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ARTICLE 30
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APPLICABLE LAW
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ARTICLE 31
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SETTLEMENTOF DISPUTES
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ARTICLE 32
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LANGUAGE, EFFECTIVENESS OF CONTRACTAND
MISCELLANEOUS PROVISIONS
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THIS CONTRACT is signed at: NO.1 Medical City
Road, suite # 228 Taizhou, Jiangsu China, on the May
6 th
2009 by and between A
Corporation, and B Corporation.
GENERAL
In accordance with "The Company Law of the
People's Republic of China ", "The Law of the People's Republic of
China on Joint Ventures Using Chinese and Foreign Investment", "The
Implementation Rules for the Law of the People's Republic of China
on Joint Ventures Using Chinese and Foreign Investment" and other
relevant laws and regulations of China, the Parties on the basis of
the principle of equality and mutual benefit, long-term
cooperation, joint development and enhancing
friendship, and through friendly consultations, agree to jointly
invest, to establish a joint venture in the planned development
area . The Parties will contribute their respective
resources and special knowledge and skills and jointly operate,
manage and develop the joint venture.
Now, therefore, the Parties have agreed as
follows:
Unless the terms or context of this Contract
otherwise provides specifically, the following terms shall have the
meanings set out below:
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1.01
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"Articles of Association" shall mean the
articles of association of the Company;
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1.02
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"Board of Directors" or "Board" shall mean the
board of directors of the Company;
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1.03
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"China" or "State" shall mean the People's
Republic of China;
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1.04
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"Company" shall mean the joint venture company
to be formed pursuant to this Contract;
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"Contract" shall mean this Joint
Venture Contract;
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“Technology Transfer
Contract” shall mean: License to produce and sell.
In china, Medical International Technologies (MIT Canada) Inc.,
NEEDLE-FREE JET INJECTOR products under the Patents and Trade
marks, as per annex A attached.
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" Plant(s)" shall mean:
Manufacturing plant for the assembly and production of the
NEEDLE-FREE JET INJECTOR PRODUCTS.
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" Products" shall mean: NEEDLE-FREE
JET INJECTOR FAMILY OF PRODUCTS, AGRO-JET and MED-JET.
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1.09
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"Effective Date" shall mean
the effective date of this Contract, which shall be the date on
which all of the following conditions have been
fulfilled:
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this Contract and the Articles of
Association have been signed by each of the Parties and have been
approved in their entirety by the Examination and
Approval Authority;
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(2)
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approval of all Technology Transfer Contracts
and, if required, approval of all Engineering Services Contracts
and the Contract for the Assignment of Experts , all in
their entirety, have been obtained from the Examination and
Approval Authority;
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"Examination and Approval Authority"
shall mean the Bureau of Foreign Trade and Economic Cooperation of
China;
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"Employees" shall mean all personnel
who have a labour contract relationship with the Company except
Senior Staff and Temporary Delegates and Short-Term
Employees;
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"Joint Feasibility Study Report"
shall mean the feasibility study report, jointly prepared and
initialled by the Parties and supplementary reports thereto, for
the purpose of evaluating the technical and commercial feasibility
of building and operating plants;
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"Party" or "Parties", separately or
collectively, shall mean any party signed the JOINT VENTURE
CONTRACT.
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"Senior Staff" shall mean the
Company's top managerial personnel nominated by the Parties in
accordance with their nomination rights and appointed by the Board
of Directors;
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"Temporary Delegates" shall mean
certain persons who are temporarily delegated to, and employed by,
the Company.
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The Parties to this Contract
are:
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Party A is JIANGSU HUALAN
BIOTECHOLOGY LTD. (CHINA)
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The representative of A Corporation
duly authorized to sign this Contract is:
Position: General Manager
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Party B is MEDICAL INTERNATIONAL
TECHNOLOGIES (MIT CANADA) INC.
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The representative of Party B duly
authorized to sign this Contract is:
Position: President, CEO,
AND CHAIMAN OF THE BOARD
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2.02
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A copy of the business license of each Party has
been provided to each of the other Parties.
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2.03
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Each of the Parties hereby represents and
warrants that:
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(1)
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it possesses full power and authority to enter
into this Contract and to perform its obligations
hereunder;
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(2)
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each of their representatives whose signature is
affixed hereto has been fully authorised to sign this Contract ;
and
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(3)
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upon the Effective Date, this Contract
shall constitute its legal, valid and binding
obligations.
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ARTICLE 3
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ESTABLISHMENT OF THE JOINT
VENTURE COMPANY
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3.01
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The Parties agree to establish the Company in
accordance with "The Company Law of the People's Republic of China
", "The Law of the People's Republic of China on Joint Ventures
Using Chinese and Foreign Investment", "The Implementation Rules
for the Law of the People's Republic of China on Joint Ventures
Using Chinese and Foreign Investment" and other relevant laws and
regulations of China and the provisions of the Contract and the
Articles of Association.
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3.02
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The name of the Company shall be: JIANGSU HUALAN
MIT MEDICAL TECHNOLOGY (MIT China) LTD.
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3.03
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The legal address of the Company shall
be:
NO.1 Medical City Road, suite # 228
Taizhou, Jiangsu China,
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3.04
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The organization form of the Company shall be:
Limited Liability Company.
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3.05
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The Company shall be a legal person under the
laws of China. The activities of the Company shall be governed and
protected by the present and future published laws of
China.
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3.06
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All the organization and business activities of
the Company shall be conducted under the leadership of the Board of
Directors.
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ARTICLE 4
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THE PURPOSE
, SCOPE AND SCALE OF PRODUCTION AND OPERATION
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4.01
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Purpose: The purpose of the Company shall be to
adopt most advanced technology including high standards to protect
the environment and to minimize use of natural resources and energy
consumption in integrated systems and to apply scientific
management methods with the aim to build, operate plants, improve
and expand the production and use of Products, as well as to earn
lawful profits, pay dividends to the Parties, and to make
contributions to the economic development of China, especially of
Jiangsu Province.
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4.02
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Business Scope: research, production and sales
of medical equipments, import and export of medical equipments and
components products.
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ARTICLE 5
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TOTAL INVESTMENT, REGISTERED
CAPITAL
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5.01
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The total investment by the Company as defined
in the approved Joint Feasibility Study Report shall amount to US$
2,000,000.
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5.02
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The Company's registered capital shall amount to
US$ 1,400,000.
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5.03
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The Parties shall contribute to the registered
capital in the proportions and amounts as follows:
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(1)
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A shall subscribe for US$714,000, amounting to
FIFTY ONE percent (51%) of the registered capital;
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(2)
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B shall subscribe for US$686,000, amounting to
FORTY NINE percent (49%) of the registered capital. (20% for the
TECHNOLOGY VALUED TO US$280,000 and US$406,000 in cash for 29%
).
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5.04
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A shall contribute in USD. B shall
contribute in USD and license to produce and sell. In china,
Medical International Technologies (MIT Canada) Inc., NEEDLE-FREE
JET INJECTOR products under the Patents and Trade marks, as per
annex A attached.
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5.05
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The Company shall take all feasible measures to
control the investment so as to avoid, to the greatest extent, the
total investment as described in Article 5.01 being
exceeded.
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5.06
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Any increase of the registered capital shall be
subject to the unanimous consent of the Board of Directors and
submitted to the Examination and Approval Authority for approval.
Registration procedures for change shall be dealt with at the
relevant registration and administration authority.
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5.07
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The exchange rate which will be used for
determining the RMB equivalent of capital contributions in
USD shall be the official middle transaction rate of
exchange of RMB to USD as published by the People's Bank of China
pursuant to the floating exchange rate system or, if such official
middle rate is not available, shall be the middle rate of exchange
of RMB to USD as published by the Bank of China, and all in effect
on a date which is four(4) working days before such contributions
are made.
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5.08
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Provided that the Company's normal operation is
not affected, the registered capital of the Company may be reduced
subject to the fulfilment of all the conditions as stipulated in
the relevant laws and regulations.
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Any reduction of the registered capital shall be
subject to the unanimous consent of the Board of Directors and
submitted to the Examination and Approval Authority for approval.
Registration procedures for change shall be dealt with at the
relevant registration and administration authority.
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ARTICLE 6
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CAPITAL
CONTRIBUTIONS
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6.01
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The Parties shall contribute simultaneously
their subscribed capital to the registered capital of the Company
according to Article 5.03.
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Further details shall be agreed upon in a
relevant agreement.
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6.02
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Within ninety (90) days of the granting of a
business license to the Company the Parties shall pay the total
amount of the registered capital, amounting to
US$1,400,000..
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6.03
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Contributions referred to in Article 6.02 shall
be made by the Parties regardless of the actual progress of the
projects. Further payments to the registered capital shall be made
by the Parties according to the financial needs of the Company in
accordance with the actual progress of the projects. The registered
capital shall be fully contributed within six (6) Month after the
issuance of the Company’s business license.
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6.04
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The Parties shall pay their contributions
according to such updated contribution schedule.
For funds needed for financing a cost overrun,
the management of the Company shall prepare a plan and submit it to
the Board for determination of sources of funding.
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6.05
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Based on the needs of the Company, the dates and
amounts of payments of capital contributions by the Parties shall
be decided by the Board of Directors.
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6.06
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The Company shall issue a certificate of
instalment contribution signed by the Chairman of the Board based
on the certificate of verification issued by an accountant
registered in China to the relevant Party within thirty (30) days
each time after the Company has received the Party's contribution.
The certificate of instalment contribution for each instalment
shall list the actual amount of capital already paid by the Party
and the time of payment.
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After the registered capital is completely paid
up, the certificates of instalment contribution shall be replaced
by a formal certificate of contribution stamped by the Company and
confirmed by an accountant registered in China.
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6.07
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In the event that any Party fails to pay in all
or part of its required capital contribution when due, it shall
bear the responsibility for breaching the Contract as
stipulated.
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ARTICLE 7
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BOARD OF DIRECTORS
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7.01
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The date of issuance of the Company's business
license shall be the date on which the Board shall be
constituted.
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7.02
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The Board of Directors is the authority of the
Company, deciding all important and major matters of the Company
and supervising the operation and management work of the management
organization of the Company.
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7.03
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The Board shall consist of three (3) members, of
which one (2) shall be appointed by A and two (1) by B.
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No member of the Board shall have any personal
liability for any act performed in his capacity as a member of the
Board for the Company’s operation except for such acts as
would constitute a personal violation of publicly issued laws and
regulations of any jurisdiction to which the Company or the
relevant member is subject.
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7.04
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Each member of the Board shall be appointed for
a term of three (3) years and may serve consecutive terms if
reappointed by the Party originally appointing him. If a seat on
the Board is vacated by the retirement, resignation or death of a
member or by the removal of such member by the Party which
originally appointed him, the Party which originally appointed such
member shall appoint a successor to serve out such member's
term.
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The members of the Board shall comply with the
Articles of Association of the Company, earnestly implement their
duties and protect the interests of the Company.
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7.05
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Hua, Yimin, the Chairman of the Board shall be
appointed by A, and Karim Menassa the Vice Chairman, shall be
appointed by B.
The Chairman is the legal representative of the
Company. He shall bind the Company in accordance with this
Contract, the Articles of Association and the resolutions of the
Board. In the event that any act by a Senior Staff violates the
Contract, the Articles of Association or a Board resolution, the
Chairman is entitled to and shall point out such violation in
writing to the General Manager and require him to correct such
violation immediately.
Should the Chairman be unable to exercise his
duty due to any reason, he shall authorize in writing the Vice
Chairman to represent the Company.
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7.06
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Meetings of the Board shall be held at least
twice (2) every year and should be held at the place of
registration of the Company or may be held at other places either
within or outside China decided upon by the Board. The first Board
meeting shall be held within three (3) month after issuance of the
Company's business license. The meetings shall be called and
presided over by the Chairman. If the Chairman is unable to call a
meeting, he shall entrust in written form the Vice Chairman to call
and preside over the meeting.
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Upon the written request of no less than one
third (1/3) of the members of the Board specifying the matters to
be discussed, the Chairman of the Board shall convene an interim
meeting of the Board to be held within six (6) weeks.
For the convention of a Board meeting all
members shall be informed in writing of the date, venue and agenda
ten (10) days before the meeting is held.
All topics requested in writing by no less than
one third (1/3) of the members of the Board shall be included by
the Chairman into the agenda of the next Board meeting.
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7.07
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Three (3) members of the Board present in person
or represented by proxy shall constitute a quorum for the meeting
of the Board.
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7.07.1
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In case a member of the Board is for any reason
unable to participate in a Board meeting, he shall issue
a power of attorney and entrust a proxy to participate in the
meeting on his behalf. The proxy so entrusted shall have the same
rights and power as the member. Each of the Parties shall ensure
that, after having been duly informed, the members appointed by it
will attend all Board meetings in person or by proxy .
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7.07.2
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Any failure to meet the quorum requirements
stipulated in Article 7.07 as a result of the non-attendance of a
duly convened Board meeting by one or more members for other
reasons but Force Majeure shall constitute a breach of this
Contract by the Party, which has appointed the non-attending member
or members.
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7.07.3
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In case that a Board meeting cannot be held
because the quorum is not met, the meeting shall be adjourned
and the Chairman shall convene a Board
meeting not later than three (3) months after the date of the
adjourned meeting.
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7.08
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The General Manager and the Deputy General
Manager shall attend the Board meetings. The Chairman may invite
any of the other Managers to attend. Upon request of the Vice
Chairman, the Chairman shall invite any of the other Managers to
attend.
Experts of each Party may attend the Board
meetings upon invitation of a Party, after consultation between
Chairman and Vice Chairman and with the Chairman's
consent.
All such attendees shall not have a voting
right.
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7.09
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Resolutions involving the following matters may
only be adopted by the affirmative vote of the majority of the
members of the Board present (in person or by proxy) at the meeting
constituting a quorum
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(1) Approval of the annual budget (including,
but not limited to, total sales, profit, financing and allocation
of funds, investment and expenditures) and annual operation plan
(including, but not limited to, purchasing,
manufacturing and maintenance, marketing, personnel and
training), medium-term plans and long-term plans;
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(2) Approval of the annual report and the annual
profit distribution plan;
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(3) Decision on allocations to the reserve fund,
enterprise development fund and bonus and welfare fund for the
workers and staff members and decisions regarding the use of such
funds;
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(4) Decision on distribution of distributable
profits;
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(5) Appointment and dismissal of Senior Staff
and decisions in regard to their term of office, remuneration and
other terms of employment;
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(6) The policy for the salary, bonus and welfare
of the Employees;
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(7) Any significant change in the structure of
the Company's management organization and establishment and
cancellation of any branch organization of the Company;
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(8) Appointment and dismissal of the certified
accounting company;
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(9) Establishment and change of important
internal regulations and systems of the Company;
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(10) The marketing strategy (including pricing
guidelines) of the divisions, the annual sales plan of the Company,
the conclusion and termination of sales agency or distributorship
contracts and any application for the registration of a trademark
in the Company's name;
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(11) Any economic transaction of the Company
with any Party or Affiliate of any Party in value exceeding RMB
150,000 or over one (1) year in period,, except those according to
or regulated in the Joint Venture Contract or its Schedules or any
Ancillary Contracts specified therein;
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(12) Any technology transfer between the Company
and either Party or third parties, including, but not limited to,
the acquiring or disposing by the Company of industrial property
and/or know how, the disposing or granting of licenses for
industrial property rights and/or know how and agreements on
trademarks;
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(13) Any investment(s) in fixed assets beyond
the annual investment plan with an accumulated value exceeding RMB
50,000;or any leasing agreement regarding assets having a value
exceeding RMB 50,000; or any leasing agreement with such other
leasing period as may be determined by the Board;
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(14) Any investment in another enterprise, or
any total or partial acquisition of another enterprise or of its
business;
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(15) The utilisation of any financial derivative
instrument;
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(16) Any decision to change the business scope
of the Company or any change of the capacities of the Plants set
forth in the Joint Venture Contract;
(17) Any transaction concerning land use
rights;
(18) Any unplanned or non-budgeted transaction
regarding buildings with a value exceeding RMB 50,000;and/or any
sale, transfer, mortgage or other transaction regarding other
assets of the Company with a value exceeding RMB 50,000;
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(19) Any lawsuit or arbitration of the Company
on important matters;
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(20)Any non-commercial sponsoring or donation
exceeding RMB 10,000;
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(21) Selection of insurance carriers for the
Company's major insurances and decisions on major insurance
matters;
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(22) Any other matter to be decided by the Board
according to the Joint Venture Contract or the Articles of
Association;
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(23) Any transaction or business of an important
nature or not in the ordinary course of business of the
Company.
The Board may change the values of the
thresholds set forth above.
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7.10
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Resolutions involving any lawsuit or arbitration
between the Company and any of the following enterprises shall be
adopted by the affirmative vote of the majority of the members of
the Board present (in person or by proxy) nominated by the other
Parties:
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(1) one Party or its Affiliate;
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(2) another enterprise one third (1/3) or more
of whose registered capital or voting rights are owned or
controlled, directly or indirectly, by one Party or its
Affiliate.
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7.11
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The Board of Directors shall make minutes in
Chinese and English on the results and resolutions of its meetings.
The minutes of the Board of Directors shall become effective after
signature by the Chairman and Vice Chairman.
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7.12
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Between meetings, the Board may decide in
writing by circular resolutions, provided that the necessary quorum
and majority of all members of the Board are achieved.
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ARTICLE 8
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MANAGEMENT
ORGANIZATION
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8.01
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The Company shall have a management organization
to be responsible for the day-to-day operational and managerial
work of the Company under the leadership and supervision of the
Board of Directors.
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8.02
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The Company shall have a General Manager
nominated by Hua, Yimin and
appointed by the Board of Directors. Each term of office shall be
no more than three (3) years.
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The Parties shall cause their members of the
Board to appoint such nominee.
Under the leadership of the Board of Directors,
the General Manager shall have the overall responsibility to
organize and lead the day-to-day operation and the management of
the Company in accordance with this Contract, the Articles of
Association and all resolutions of the Board of
Directors
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8.03
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The Deputy General Manager shall be nominated by
Party A. The Parties shall cause their members of the Board to
appoint such nominee.
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The Deputy General Manager shall report directly
to and assist the General Manager in his work.
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The General Manager shall consult and try to
reach agreement with the Deputy General Manager on important
matters defined in Article 8.07. Reports and statements on such
matters addressed to the General Manager shall be sent to the
Deputy General Manager for information at the same time.
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In case the General Manager is absent he shall
authorize the Deputy General Manager to perform the duties and
responsibilities of the General Manager.
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8.04
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Based on actual special needs for certain
know-how transfer as well as for marketing and training experience,
the Parties agree that the Company may employ for periods of three
(3) years Temporary Delegates from A/B. Such employment shall
terminate three (3) years after the start of commercial production
of the last Plant, the latest.
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8.05
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A Senior Staff may be replaced for any reason at
any time by the Party which originally nominated him. The Party
having such intention shall inform the other Parties thereof as
soon as possible.
The Party which originally nominated such Senior
Staff shall nominate a successor as soon as possible. The Parties
shall cause their members of the Board to appoint such
nominee.
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8.06
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The Company shall have a Management Committee
(MC) to discuss and consult on important matters regarding the
day-to-day operation and management. The MC shall consist of the
General Manager, the Deputy General Manager and the other
Managers.
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8.07
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The General Manager shall convene and preside
over routine MC meetings held in principle twice a month. In case
of absence of the General Manager, the Deputy General Manager shall
convene and preside over the MC meeting. Important matters,
including but not limited to the following, shall be discussed by
the MC in order to assist the General Manager to make final
decisions:
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(1)
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Reports and plans to be submitted to the Board,
including but not limited to the annual budget and operation plan,
medium-term plans and long-term plans to be submitted to the
Board;
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(2)
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Appointment and dismissal of any management
staff at supervisor level;
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(3)
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Establishment and change of important
regulations and systems of the Company which are to be submitted to
the Board;
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(4)
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Important matters relating to procurement,
manufacturing, maintenance, sales, borrowing of the working capital
or the annual budget;
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(5)
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The marketing strategy (including pricing
guidelines) of each operational division which is to be submitted
to the Board;
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(6)
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Selection of the suppliers of important
equipment, raw materials and other goods required in the production
and operation;
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(7)
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Any economic transaction of the Company with any
Party or Affiliate of any Party, except those regulated in this
Contract or its Schedules or any Ancillary Contracts;
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(8)
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Disciplinary action against those Employees who
seriously violated the discipline;
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(9)
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Important matters submitted by any member of the
MC;
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(10)
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Any other matters authorized by the
Board.
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The minutes of the MC meeting shall become
effective after joint signature by the General Manager and the
Deputy General Manager.
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8.08
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In case a Senior Staff conducts a serious
dereliction of his duties, he can be dismissed at any time by
resolution of the Board followed by issuance of a dismissal notice
signed by the Chairman of the Board. Such Senior Staff must not be
nominated again.
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8.09
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Further details of the management organization
of the Company shall be defined in the Articles of Association of
the Company.
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The powers and the responsibilities of the
Senior Staff shall be listed in the Job Descriptions for the Senior
Staff ("Job Descriptions") to be signed by the Parties. The Board
may amend the Job Descriptions when necessary.
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ARTICLE 9
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THE PARTIES
' RESPONSIBILITIES OF
ASSISTANCE
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9.01
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In addition to their other obligations under
this Contract, A/B shall assist the Company in the following
matters, as far as requested by the Company:
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(1)
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assist the Company to duly apply for and liaise
with relevant Chinese governmental authorities in relation to all
approvals, permits and licenses, etc. necessary for the build-up
and operation of the Company;
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(2)
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assist the Company in obtaining licenses for the
import and export of goods;
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(3)
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assist in handling all other matters requested
by the Company.
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9.02
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Responsibilities of B
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In addition to their other obligations under
this Contract, A/B shall assist the Company in the following
matters, as far as requested by the Company:
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(1)
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assist the Company to obtain entry visas,
permits (if needed) and appropriate accommodation, transportation
and medical care for its personnel and Chinese experts;
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(2)
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assist the Company to obtain necessary licenses
and to handle custom formalities for the import and export of
goods;
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(3)
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assist in handling all other matters requested
by the Company.
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9.03
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Joint responsibilities of the
Parties:
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In addition to its other obligations under this
Contract, each Party shall assist the Company in the following
matters, as far as requested by the Company:
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(1)
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assist the Company in applying for and obtaining
investment incentives available for the Company;
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(2)
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assist the Company in applying to Chinese banks
approved by the State Administration for Foreign Exchange ("SAFE")
for the opening of foreign currency and Renminbi (RMB) accounts and
in applying for loans required from Chinese or foreign banks under
most favorable conditions.
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9.04
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The responsibilities of a Party may be performed
by a Party's Affiliate, provided, however, that the Party shall
remain responsible for the performance of its obligations under
this Contract.
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ARTICLE
10
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TRANSFER OF
TECHNOLOGY
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10.01
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Party B, Medical International Technologies (MIT
Canada) Inc., will License to Jiangsu Hualan MIT MEDICAL TECHNOLOGY
(MIT China) LTD. To produce, Market and sell. In China, Medical
International Technologies (MIT Canada) Inc., All NEEDLE-FREE JET
INJECTOR existing and future products under the Patents and Trade
marks, as per annex A attached.
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ARTICLE 11
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PURCHASE OF EQUIPMENT AND RAW
MATERIALS
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11.01
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The purchasing of all Machineries, Equipments
and Raw materials will be done based on bidding process.
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11.02
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Both parties will agree on the complete list of
equipments and Machineries and Raw materials than:
(1)The Chinese party will supervise all
purchases within China, and get the approval from the Canadian
party.
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