If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation company. This Contract is executed in Chinese and English. All vouchers, book accounts, financial statements and other accounting records of the Company shall be prepared and kept in Chinese. Furthermore, more than 3 project proposals of the investor's intended investment projects must have been approved. The Company shall sign an individual labor contract with each of its staff and workers.
Dictionary of International Trade
The initial scale of production for the first year of the Company after its establishment is estimated to be: In addition, the Company may expand or reduce production capacity, increase or decrease product varieties based on the capacity of the Company, the domestic and foreign market demand and other factors as decided by the Board. The difference between the Total Investment and the Registered Capital may be raised by the Company through loans from domestic and foreign financial institutions as determined by the Board.
If required by any financial institutions, the assets of the Company shall be mortgaged as security for such loans in accordance with Law. Proportion of Investment, Method of Contribution, Currency.
The Parties shall make subsequent contributions to the Registered Capital in accordance with the Business Plan, and as required by Law, simultaneously and in proportion to their respective Equity Interest in the Company.
Party B or its Affiliate has executed each of the Relevant Contracts to which it is a party;. Party B shall not be obligated to make any contribution to the Registered Capital until each of the following conditions has been satisfied or waived in writing by Party B: The Parties shall make all reasonable efforts to ensure the fulfillment of each of the conditions set forth in Sections 6.
Such reasonable efforts shall include taking all measures to be taken by the relevant Party as soon as possible, which are necessary or required for obtaining the Company Approvals including delivery of notices, registration and filing. Increase and Reduction of Registered Capital. The amount, mode and ratio of any capital increase or reduction shall be negotiated by the Parties and decided by the Board.
In case of any increase or reduction in the Registered Capital, the Parties shall make amendments to the relevant provisions of this Contract and, upon the approval of the Examination and Approval Authority, register such change with SAIC. In the case of an additional subscription of increased Registered Capital, each Party shall submit the investment certificate issued to it to the Company for cancellation and the Company shall issue to such Party a new investment certificate evidencing payment of the additional amount of contribution made by such party as of the date of the issuance of the new investment certificate.
Transfer of Equity Interest. Except as otherwise provided in Sections 6. During the JV Term, neither Party may Transfer any Equity Interest to any Transferee other than its Affiliates that directly or indirectly through its Affiliates, produces, markets or sells any products in competition with the products produced, marketed or sold by the Company.
Subject to the restrictions set forth in Sections 6. The Transferring Party and the Transferee shall enter into an equity interest transfer contract with respect to the Transfer of the relevant Equity Interest. The Parties shall thereafter amend this Contract and the Articles of Association to reflect the respective equity interests in the Company held by the Parties and the Transferee, subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board.
The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Transferee, as the legal and beneficial owner of the equity interest Transferred pursuant to the Transfer free from any and all Encumbrances.
The Parties shall thereafter amend this Contract and the Articles of Association to reflect the respective equity interests in the Company held by the Parties and the Affiliate Transferee subsequent to the completion of such equity interest transfer contract and to reflect changes in the composition of the Board. The Parties shall, and shall cause the Company to, promptly execute all such further documents and perform all such further acts as the Transferring Party may reasonably require to constitute the Affiliate Transferee as the legal and beneficial owner of the Equity Interest Transferred pursuant to the Transfer free from any and all Encumbrances.
Execution of Relevant Contracts. The actual transfer process shall be carried out in accordance with PRC Laws;. Other documents and agreements necessary for the full accomplishment of the transactions contemplated in this Contract. Responsibilities of the Parties. Responsibilities of Party B. Establishment of the Board. Either Party shall have the right, at any time, to remove with or without cause and replace any director appointed by it before the expiration of his or her term.
If a director is removed, becomes incapacitated, dies, resigns or otherwise ceases to be a director, the Party that appointed such director shall appoint a new director to serve for the remainder of the term of office of such director.
Directors of the Company shall serve without remuneration but may receive remuneration as Senior Management Staff when concurrently employed as a member of the Senior Management Staff. A director shall not engage in the daily operation of the Company, unless engaged in the daily operation as Senior Management Staff when concurrently employed as a member of the Senior Management Staff.
In addition, the Company reserves the right to pursue any claims against directors who cause the Company to incur unauthorized claims or liabilities. Functions and Powers of the Board. The resolutions of the Board shall be adopted in accordance with this Contract, the Articles of Association and applicable Law. Decisions with respect to the following matters shall require the unanimous approval of all directors present and voting in person or by proxy at a duly convened meeting of the Board or by unanimous written resolution of all of the members of the Board: The Company shall be responsible for all costs of the Training Programs and the Board shall approve the Training Programs and the budget thereof.
The Bid Committee shall solicit bids for all of the building equipment for the Company and shall make recommendations to the Board on whether or not to accept the bids obtained, whereupon the Board shall approve such bids based on the unanimous recommendation of the Bid Committee.
The General Manager shall have the right to participate in all meetings of the Bid Committee but only as a non-voting participant. If the Board is unable to pass a resolution on the matters described in Sections 9. Legal Representative and Performance on behalf of Legal Representative. The Chairman shall be the legal representative of the Company. The Chairman shall have the powers and responsibilities set forth in this Contract and the Articles of Association, shall have the scope of authority expressly authorized by the Board, and shall represent the Company for service of process.
If the Chairman is temporarily unable to perform his or her duties for any reason, the Vice Chairman shall perform the duties of the Chairman on his or her behalf. Should both the Chairman and the Vice Chairman be temporally unable to perform their duties for any reason, the remaining directors shall choose a director to perform the duties of the Chairman by simple majority vote.
Board Meetings and Board Resolutions. Minutes of the Board meetings shall be recorded in both English and Chinese. Directors and proxies present at the meeting shall sign their names on the minutes for such meeting.
Any action that may be taken at any Board meeting may be taken without a meeting if all directors consent to such action in writing. All written resolutions shall be passed only by an affirmative vote of a single majority of the Board, except as specified in Sections 9.
Board meetings may be held by telephone, videoconference or any other means of contemporaneous communication so long as all directors taking part in a meeting so held are able to hear each other at all times. Participation by a director or his proxy at a meeting by such means shall be deemed to constitute presence of such director or his proxy in person at a meeting. Reasonable expenses incurred by directors and their proxies for travel, accommodation, and meals in connection with any Board meeting, and all expenses in connection with the meeting, shall be borne by the Company.
Establishment and Composition of the Management Organization of the Company. The Company shall establish a management organization under the Board in charge of the daily business operation and management of the Company.
The General Manager and the Deputy General Manager shall not concurrently serve as the General Manager or the Deputy General Manager of any other enterprise within the PRC, and shall not engage, either on his or her own or through any third party, in the production, marketing, sale or export of any products of the Company or other products in competition with the Company.
Powers of the General Manager. The General Manager shall exercise the following powers under the leadership of the Board: However, the decisions of the General Manager shall be final. The General Manager shall have the right to attend all meetings of the Board. If the General Manager has been appointed as a member of the Board, he or she shall have the right to vote at such Board meeting. If the General Manager is not a director of the Board, the Board shall have the right to convene closed-door Board meetings without the attendance or presence of the General Manager.
Changes to Senior Management Staff. Remuneration of Senior Management Staff. The Company shall establish an independent financial and account system and shall prepare financial statements in accordance with the applicable Enterprise Accounting System of the PRC, other relevant Law, the particular circumstances of the Company and the operating and financial procedures and requirements of the Parties.
In addition, the Independent Auditor of the Company shall convert the accounts of the Company based upon the generally accepted accounting principles in the United States of America for use by Party B.
All vouchers, book accounts, financial statements and other accounting records of the Company shall be prepared and kept in Chinese. Accounting reports and annual financial statements to be submitted to the Parties or the Board shall be prepared and kept in both Chinese and English.
The Company shall for the entire JV Term keep all annual accounting reports, annual financial statements and audit reports. Each Party shall have the right at any time to retain independent accountants to audit the books and records of the Company at its own expense unless the results of any such audit are significantly different from that conducted by the Independent Auditor and are accepted by the Board, in which case the expense shall be borne by the Company.
The Company shall extend full cooperation to any such accountants and shall allow them full access to the books and records of the Company. Approval of Final Accounts. The Company may not distribute profits until all losses from previous years have been made up and the principal of, and all accrued interests on, any shareholder loans then due and payable have been repaid in full. The remaining amount after making up prior losses pursuant to the forgoing provision shall be the pretax profits of the current year.
The enterprise income tax shall be paid from the pretax profits as required by relevant laws and regulations. The remaining amount after payment of the enterprise income tax pursuant to the forgoing provision shall be the after-tax profits of the current year. Payments to the Three Funds shall be made from the after-tax profits.
The amount of payments to the Three Funds shall be determined by the Board with reference to applicable Laws. No payments shall be made to the Three Funds in years where the Company does not realize a profit. Any charges accrued in the foreign exchange conversion shall be borne by the Company. Labor Policies of the Company. All matters related to the employment, transfer, dismissal, resignation, wages, welfare benefits, labor insurance, labor protection and labor discipline of labor management by the Company shall be handled in accordance with applicable Law and the labor management policies and procedures approved by the Board.
The Company shall sign an individual labor contract with each of its staff and workers. The form of the individual labor contract shall be filed with the local labor department for the record if required by applicable Law.
The Company has the right to directly recruit, employ and dismiss all of its employees. All employees of the Company shall be recruited through examination. Labor Protection, Environment, Health and Safety. For so long as required by Law, the staff and workers of the Company shall have the right to establish a trade union organization and conduct trade union activities in accordance with applicable PRC Law.
Party B Technology License. The Joint Venture Term. Termination as Agreed by Both Parties. Upon the motion of a director appointed by either Party, if the Company is the subject of proceedings for liquidation or dissolution required by Law or by a court or initiated by a creditor s of the Company;. Upon the motion of a director appointed by the solvent Party, if the other Party becomes bankrupt or insolvent or file a petition seeking protection under any bankruptcy, reorganization or insolvency Law;.
Upon the motion of a director appointed by either Party, if all or any material part of the key assets owned or leased by the Company are expropriated, causing an adverse material effect on the operation and production of the Company;. Upon the motion of a director appointed by the non-transferring Party, if any Party transfers or attempts to transfer its Equity Interest in violation of the provisions of this Contract;.
Upon the motion of a director appointed by either Party, if a relevant government authority issues a binding order to cease operations because of serious violations by the Company of PRC Law. The dissolution and liquidation of the Company shall be conducted in accordance with then applicable PRC Law and the provisions of this Contract and the Articles of Association.
If the termination of the Company results from its merger, consolidation or other business combination with another Person, the assets and liabilities of the Company shall be transferred, assumed and valued as provided in the contractual arrangements with respect to such merger, consolidation or other business combination and applicable PRC Law.
The tasks of the Liquidation Committee shall be to conduct a thorough survey of the property, claims and debts of the Company, draw up a balance sheet and inventory of assets of the Company, propose a basis for the valuation of the Company and formulate a liquidation plan, all of which shall be implemented after it has been submitted to and adopted by the Board.
The approved liquidation plan shall be submitted to the Examination and Approval Authority for the record. During the period of liquidation, the Liquidation Committee shall represent the Company in any legal proceeding. The expenses of liquidation and the remuneration of the members of the Liquidation Committee shall be paid with priority from the existing assets of the Company.
After payment of other fees, costs and third party claims in accordance with Laws, the balance of liquidation proceeds shall be distributed to the Parties in proportion to their respective contributions to the Registered Capital. After the liquidation of the Company is completed, the Liquidation Committee shall promptly submit a report thereon to a meeting of the Board for approval and submission to the Examination and Approval Authority for the record.
If both Parties appoint the same Appraiser, the Company shall promptly appoint such Appraiser. Each Appraiser shall calculate and present to each of the Parties its appraisal of the fair market value of the Company. In determining the fair market value of the Company, each Appraiser shall take into account the value of companies that are operating businesses that are similar to the business operated by the Company as of the date of the appraisal and shall take into account the following valuation methods: If at the time the appraisal is undertaken, the appraisal is required to be made by a valuation company that is approved to issue valuations of State-owned assets, each appointed Appraiser shall be such a valuation company.
A representation or warranty made by such Party hereunder is untrue or materially inaccurate;. It ceases to carry on its business, or fails to pay its debts as and when they fall due; or.
It effectively prevents the other Party from participating in the Board. Penalty for Breach Concerning Capital Contribution. Liability for Breach of Contact. Upon any transfer by a Party of all or any part of its right and interest in the Hospital pursuant to this Article,.
In addition to other duties set forth in this Contract, Party A also shall have the following responsibilities:. In addition to other duties set forth in this Contract, Party B shall also have the following responsibilities:.
The Parties agree that the Hospital will enter into a separate service agreement with the respective Parties, which stipulate that the Parties shall provide the necessary services and assistance to the Hospital during the term of the Hospital's operation. And the Hospital will pay the Parties service fee in this connection. The Board of Directors of the Hospital shall be composed of five directors, of whom two directors shall be appointed by Party A, and three directors shall be appointed by Party B.
Except as set forth in Article 24 of this Chapter, the term of office of directors shall be three years, renewable upon reappointment by the appointing Party. In addition, a board member may be removed at any time by the party which appointed him or her.
In such a case, a written notification must be provided to the other party and to the Chairman of the Board of Directors. When the chairman of the board cannot fulfill his or her duties, another board member will be authorized by the chairman of the board or by Party B if the chairman is unable to perform this designation to fulfill the duties of the position for such time as is required.
Meetings shall be called and presided over by the Chairman. Special meetings of the board shall be convened by the Chairman at any time on a motion of two or more directors. All directors shall be notified ten days prior to the convening of a board meeting. Furthermore, a request by two or more board members may add discussion items to the board meeting agenda. The minutes of all board meetings shall be kept on file.
Such authorization must be in writing, can only be to another board member, and is limited to the particular meeting in question. Except for the issues listed below in Article 26, decisions of the board are made by majority vote of those present and voting in person or by proxy at a meeting. Resolutions on the following issues may by adopted only by unanimous approval of all the directors in person or through representation by another board member in attendance at a board meeting:.
The Hospital shall establish an operations management structure, to be responsible for the management of the Hospital 's day-to-day work. The Board of Directors of the Hospital may add additional positions to the management structure in the future in the light of request. The business plan and budget should be presented in January of each year, should contain complete and detailed information and should contain detailed information on the following issues:.
Party A shall lease the site for the operation of the Hospital in accordance with the Lease Agreement. The parties have agreed that the Hospital should meet international standards. Accordingly, materials and services related to the construction and operation must meet rigorous standards comparable to standards applicable to similar facilities in the United States or European countries.
Where Chinese goods and services can meet these standards, such goods or services can be purchased in China. When required to meet standards or for other technical or economic reasons, the supply of such materials and services will be acquired through channels outside China.
The Hospital will comply with the requirements of China's Labor Law and regulations issued thereunder and arrange worker insurance and welfare expenses, trade union, and other matters covered by Chinese law and regulations. The Hospital will sign labor contracts with its employees. Each labor contract shall include the agreement reached between the Hospital and the employee in question concerning the type of work, technical ability and total wages of such employee including but not limited to bonuses, housing subsidies and welfare benefits.
The Hospital shall be sensitive to the issues related to worker safety and shall take appropriate measures to create a safe working environment, in accordance with relevant laws and regulations of the Chinese government. The Hospital shall have the right directly to recruit, hire and dismiss both expatriate and local staff and workers, as set forth in more detail in the Articles of Association.
In all cases, the Hospital shall employ only those staff and workers who are qualified for the assigned responsibilities. To the extent permitted by applicable law, the accounting system shall utilize methods and principles that are consistent with or most nearly approximate generally accepted international accounting principles. The financial and accounting system shall be consistent with the accounting system utilized by Party B to the extent permitted by law.
The financial and accounting system shall be implemented after being approved by the Board of Directors, and shall be filed with the relevant Chinese government departments for the record.
Financial reporting to be made available to the Board of Directors and to representatives of the Parties shall be undertaken in accordance with international standards and shall include quarterly and annual reports. The conversion of foreign currencies into Reminbi shall be calculated according to the rate quoted by the People's Bank of China for the relevant currency on the date of the relevant transaction, unless the parties agree on and applicable law permits the use of another exchange rate for such conversions.
The Board of Directors shall obtain the advice of the independent auditor in structuring the Hospital's financial office, including advice regarding appropriate numbers of personnel, required levels of expertise and training, and other issues.
The independent auditor will be responsible for reviewing the Hospital's year end financial reports and for auditing the income profit and loss statement and the balance sheet. The Hospital may also open foreign currency accounts outside of the PRC to the extent and in the manner allowed by PRC foreign exchange regulations.
The fiscal year of the Hospital shall begin on January 1 or on the Establishment Date in the case of the first fiscal year and end on December 31 of each year or, in the case of the final fiscal year, on the date of expiration of this Contract or earlier dissolution of the Hospital in accordance with the provisions of this Contract.
If the Hospital is responsible for previous losses, such losses must be repaid prior to the computation of available profits for reinvestment or for distribution. Party A hereby agrees that it will do everything possible within its power to assist the Hospital to pay Party B all of its U.
Dollar revenue payments on time, and, after obtaining the approval of the State Foreign Exchange Control Bureau and adhering to the requirements of Chinese tax and foreign exchange regulations, to remit foreign exchange out of China. The Hospital shall pay taxes and customs duties in accordance with the requirements of applicable Chinese laws. The Parties shall apply to obtain the benefits for the Hospital, the Parties and all of their employees of all of the applicable tax exemptions, reductions, privileges and preferences of the PRC.
The Board of Directors will endeavor to ensure that the Hospital has adequate insurance coverage to protect the Hospital, the Parties, and the Hospital's employees from losses. The Hospital shall obtain property insurance, property liability insurance, professional liability insurance, and such other insurance as is, in the judgment of the Board of Directors, required for the protection of the Hospital, its personnel and its patients and customers.
Both Parties agree that, once the Hospital is established, much of the information which is developed will be of a confidential nature and should be protected accordingly by each of the Parties. In addition, where information is to be released to the public, the Parties should consult on the appropriate timing and method of release and should arrange to keep the information confidential until said release. In addition, prior to establishment of the Hospital the Parties should keep all contract discussions and information related to the Hospital's establishment and operations confidential.
The Parties shall endeavor to ensure that the confidentiality requirements stated in Article 46 of this Chapter are complied with by subsidiaries and related companies as well as by others to whom such information becomes available. Both Parties shall take appropriate steps to ensure that employees of their organizations and of related organizations understand the importance of confidential treatment as described above and comply with guidelines relating to confidentiality.
The term of cooperation of the Hospital shall be 18 years from the establishment date, or such earlier period if the contract is terminated earlier in accordance with the provisions of Chapter Prior to the expiration of the originally set term of this Contract, or any extension thereof, the term may be extended upon the agreement of the Parties, subject to approval by the Examination and Approval Authority.
Negotiations for such extension shall begin not later than one year prior to the expiration of the originally set term or extension thereof of this Contract and, subject to the successful conclusion of such negotiations, an application for extension shall be filed with the Examination and Approval Authority not later than days prior to the expiration of such term or extension.
The Hospital shall be dissolved and this Contract terminated in accordance with the procedures set forth in the Law on ChineseForeign Contractual Joint Ventures, the relevant laws of the PRC and the Articles of Association of the Hospital 1 upon expiration of its original term or any extension thereof, or 2 if any of the conditions or events set forth below shall occur and be continuing, in which case the Parties shall cause their representatives on the Board of Directors, upon motion by either Party, to unanimously adopt a resolution to dissolve the Hospital:.
The department in charge shall supervise the liquidation of the Hospital, which shall proceed in accordance with the relevant laws of the PRC, the provisions of this Contract and the Articles of Association concerned.
Either Party may designate an outside expert or experts to serve on the Committee, so long as Chinese law permits. The Board of Directors will report the composition of the Liquidation Committee to the department in charge.
A reasonable portion of available proceeds is to be designated for the expenses of the Liquidation Committee, including consulting fees if applicable.