Cayman Islands | 8011 | Not Applicable | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Leiming Chen | Portia Ku | |
Simpson Thacher & Bartlett LLP | OMelveny & Myers LLP | |
35th Floor, ICBC Tower | 37/F Plaza 66, 1266 Nanjing Road W | |
3 Garden Road | Shanghai, Peoples Republic of China | |
Central, Hong Kong | (86 10) 2307-7000 | |
(852) 2514-7600 |
Proposed Maximum |
||||||||||||
Offering Price |
Proposed |
|||||||||||
Title of Each Class of |
Amount to Be |
per Ordinary |
Maximum Aggregate |
Amount of |
||||||||
Securities to be Registered | Registered(1)(2) | Share(1) | Offering Price(1) | registration fee | ||||||||
Ordinary shares, par value US$0.0001 per
share(2)(3)
|
41,400,000 | US$3.6667 | US$151,800,000 | US$8,471(4) | ||||||||
(1) | Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933. | |
(2) | Includes ordinary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public, and also includes ordinary shares that may be purchased by the underwriters pursuant to an over-allotment option. These ordinary shares are not being registered for the purposes of sales outside of the United States. | |
(3) | American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American depositary share represents three ordinary shares. |
(4) | Previously paid. |
ITEM 6 | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
ITEM 7 | RECENT SALES OF UNREGISTERED SECURITIES |
Underwriting |
||||||||||
Date of Sale or |
Consideration in |
Discount and |
||||||||
Purchaser
|
Issuance
|
Number of Securities
|
U.S. dollars
|
Commission
|
||||||
Certain director of the registrant
|
November 27, 2007 | 1 ordinary share* | $ | 0.05 | n/a | |||||
Notable Enterprise Limited
|
March 8, 2008 | 225,000 ordinary shares(1) | $ | 2,250 | n/a | |||||
Dragon Image Investment Ltd.
|
March 8, 2008 | 37,500 ordinary shares(1)* | $ | 375 | n/a | |||||
Daketala International Investment Holdings Ltd.
|
March 8, 2008 | 37,500 ordinary shares(1)* | $ | 375 | n/a | |||||
Certain directors of the registrant and other minority
shareholders
|
March 8, 2008 | 199,999 ordinary shares(1)* | $ | 1,999.99 | n/a | |||||
Carlyle Asia Growth Partners III, L.P.
|
April 3, 2008 | 53,292 Series A contingently redeemable convertible preferred shares(2) | $ | 4,808,250 | n/a | |||||
CAGP III Co-Investment, L.P.
|
April 3, 2008 | 2,125 Series A contingently redeemable convertible preferred shares(2) | $ | 191,750 | n/a | |||||
CICC Sun Company Limited
|
April 3, 2008 | 26,535 Series A contingently redeemable convertible preferred shares | $ | 5,000,000 | n/a | |||||
Carlyle Asia Growth Partners III, L.P.
|
April 10, 2008 | convertible loan promissory note(3) | $ | 19,233,000 | n/a | |||||
CAGP III Co-Investment, L.P.
|
April 10, 2008 | convertible loan promissory note(4) | $ | 767,000 | n/a | |||||
CZY Investments Limited
|
August 18, 2008 | 109,736 ordinary shares(5)* | $ | 8,669,144 | n/a | |||||
Daketala International Investment Holdings Ltd.
|
August 18, 2008 | 47,030 ordinary shares(5)* | $ | 3,715,370 | n/a | |||||
Thousand Ocean Group Limited
|
August 18, 2008 | 32,624 ordinary shares(5)* | $ | 2,577,296 | n/a | |||||
Dragon Image Investment Ltd.
|
August 18, 2008 | 16,524 ordinary shares(5)* | $ | 1,305,396 | n/a | |||||
Top Mount Group Limited
|
August 18, 2008 | 5,932 ordinary shares(5)* | $ | 468,628 | n/a |
II-1
Underwriting |
||||||||||
Date of Sale or |
Consideration in |
Discount and |
||||||||
Purchaser
|
Issuance
|
Number of Securities
|
U.S. dollars
|
Commission
|
||||||
Carlyle Asia Growth Partners III, L.P.
|
October 20, 2008 | 93,493 Series B contingently redeemable convertible preferred shares | $ | 24,041,250 | n/a | |||||
CAGP III Co-Investment, L.P.
|
October 20, 2008 | 3,728 Series B contingently redeemable convertible preferred shares | $ | 958,750 | n/a | |||||
CICC Sun Company Limited
|
October 20, 2008 | 38,889 Series B contingently redeemable convertible preferred shares | $ | 10,000,000 | n/a | |||||
Starr Investments Cayman II, Inc.
|
October 20, 2008 | 97,222 Series B contingently redeemable convertible preferred shares | $ | 25,000,000 | n/a |
(1) | Issued in connection with a share swap with Ascendium Group Limited as part of the reorganization to establish Concord Medical Services Holdings Limited as our ultimate holding company. | |
(2) | The numbers of Series A contingently redeemable convertible preferred shares issued to Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P. on April 3, 2008 also include Series A contingently redeemable convertible preferred shares issued as a result of the conversion of two convertible loan promissory notes issued on November 16, 2007 by our predecessor, Our Medical Services, Ltd., or OMS, plus accrued interest. OMS received consideration for the issuance of such convertible loan promissory notes in the amount of $4,808,250 and $191,750 from Carlyle Asia Growth Partners III, L.P. and CAGP III Co-Investment, L.P., respectively. | |
(3) | The convertible loan promissory note was converted into 84,072 of our Series A contingently redeemable convertible preferred shares on July 30, 2008. | |
(4) | The convertible loan promissory note was converted into 3,353 of our Series A contingently redeemable convertible preferred shares on July 30, 2008. | |
(5) | Issued as settlement for the share options issued to certain of our directors under the share option plan adopted by our predecessor company, Our Medical Services Limited, on November 17, 2007. | |
* | Does not take into account the share split effective on November 17, 2009 whereby all of our issued and outstanding 704,281 ordinary shares of a par value of US$0.01 per share were split into 70,428,100 ordinary shares of US$0.0001 par value per share and the number of our authorized ordinary shares was increased from 4,500,000 to 450,000,000. |
ITEM 8 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
ITEM 9 | UNDERTAKINGS |
II-2
II-3
By: |
/s/ Jianyu
Yang
|
Title: | Director, Chief Executive Officer and President |
Signature
|
Title
|
|||
/s/ Jianyu
Yang Name: Jianyu Yang |
Director, Chief Executive Officer and President (principal executive officer) |
|||
* Name: Zheng Cheng |
Co-Chairman and Chief Operating Officer | |||
* Name: Steve Sun |
Co-Chairman and Chief Financial Officer (principal financial and accounting officer) |
|||
* Name: Jing Zhang |
Director and Executive President | |||
* Name: Yaw Kong Yap |
Director and Financial Controller | |||
* Name: Shirley Chen |
Director | |||
* Name: Feng Xiao |
Director | |||
* Name: Elaine Zong |
Director | |||
* Name: Wai Hong Ku |
Director | |||
* By:
/s/ Jianyu
Yang Jianyu Yang Attorney-in-fact |
II-4
By: |
/s/ Donald
J. Puglisi
|
Title: | Managing Director |
II-5
Exhibit | ||
Number
|
Description of
Document
|
|
1.1*
|
Form of Underwriting Agreement | |
3.1**
|
Second Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect | |
3.2**
|
Secretarys Certificate of the Registrant dated as of November 17, 2009 as to the Amendment to the Second Amended and Restated Memorandum and Articles of Association of the Registrant | |
3.3*
|
Form of Third Amended and Restated Memorandum and Articles of Association of the Registrant | |
4.1*
|
Form of Registrants American Depository Receipt (included in Exhibit 4.3) | |
4.2**
|
Specimen Certificate for Ordinary Shares of the Registrant | |
4.3*
|
Form of Deposit Agreement among the Registrant, the Depositary and Owners and Beneficial Owners of the American Depository Shares issued thereunder | |
4.4**
|
Series A Preferred Shares Subscription Agreement, dated as of February 5, 2008, as amended on April 2, 2008 and on October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.5**
|
Amendment No. 1 to Series A Preferred Shares Subscription Agreement, dated as of April 2, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.6**
|
Amendment No. 2 to Series A Preferred Shares Subscription Agreement, dated as of October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Liu Haifeng, Steve Sun, Yang Jianyu, Bona Liu, Our Medical Services, Ltd., Ascendium Group Limited, Shenzhen Aohua Medical Services Co., Ltd. and Concord Medical Services Holdings Limited | |
4.7**
|
Series B Preferred Shares Subscription Agreement, dated as of October 10, 2008, as amended on October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc., Concord Medical Services Holdings Limited and other persons named therein | |
4.8**
|
Amendment to Series B Preferred Shares Subscription Agreement, dated as of October 20, 2008, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc., Concord Medical Services Holdings Limited and other persons named therein | |
4.9**
|
Amended and Restated Shareholders Agreement, dated as of October 20, 2008, among Concord Medical Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, CICC Sun Company Limited, Perfect Key Holdings Limited, Starr Investments Cayman II, Inc. and certain other persons named therein | |
4.10**
|
Share Charge, dated as of November 10, 2008, by CZY Investments Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.11**
|
Share Charge, dated as of November 10, 2008, by Daketala International Investment Holdings Ltd. in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.12**
|
Share Charge, dated as of November 10, 2008, by Dragon Image Investment Ltd. in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.13**
|
Share Charge, dated as of November 10, 2008, by Notable Enterprise Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.14**
|
Share Charge, dated as of November 10, 2008, by Thousand Ocean Group Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. |
II-6
Exhibit | ||
Number
|
Description of
Document
|
|
4.15**
|
Share Charge, dated as of November 10, 2008, by Top Mount Group Limited in favor of CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. | |
4.16**
|
Deed of Amendment, dated as of September 14, 2009, among CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P., Starr Investments Cayman II, Inc. and Notable Enterprise Limited | |
4.17**
|
Deed of Partial Release, dated as of September 14, 2009, by CICC Sun Company Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, L.P. and Starr Investments Cayman II, Inc. in favor of CZY Investment Limited | |
4.18**
|
Amendment to Amended and Restated Shareholders Agreement, dated as of November 17, 2009, among Concord Medical Services Holdings Limited, Carlyle Asia Growth Partners III, L.P., CAGP III Co-Investment, CICC Sun Company Limited, Perfect Key Holdings Limited, Starr Investments Cayman II, Inc. and certain other persons named therein | |
5.1**
|
Opinion of Walkers regarding the validity of the ordinary shares being registered | |
8.1**
|
Opinion of Walkers regarding certain Cayman Islands tax matters (included in Exhibit 5.1) | |
8.2**
|
Opinion of Simpson Thacher & Bartlett LLP regarding certain U.S. tax matters | |
10.1**
|
2008 Share Incentive Plan adopted as of October 16, 2008 | |
10.2**
|
Form of Indemnification Agreement with the Registrants directors and officers | |
10.3**
|
Form of Medical Equipment Lease Agreement | |
10.4**
|
Form of Equipment Management Services Agreement | |
10.5**
|
Form of Service-only Management Agreement | |
10.6**
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Beijing Medstar Hi-Tech Investment Co., Ltd. | |
10.7**
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Cheng Zheng | |
10.8**
|
Summary of the Oral Agreement entered into between China Medstar Pte. Ltd. and Yaw Kong Yap | |
10.9
|
Translation of Medical Equipment Lease Agreement, dated as of August 25, 2009, by and between Medstar (Shanghai) Leasing Co., Ltd. and Changan Hospital Co., Ltd. | |
10.10
|
Translation of Service-Only Management Agreement, dated as of August 1, 2008, among CMS Hospital Management Co., Ltd., Xian Wanjiechangxin Medical Services Company Limited and Changan Hospital Co., Ltd. | |
10.11
|
Translation of Agreement Concerning the Establishment of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 19, 1995, by and between the Chinese Peoples Liberation Army Navy General Hospital and Beijing Our Medical Equipment Development Company, which transferred its interest in the agreement to Shenzhen Aohua Medical Services Co., Ltd. | |
10.12
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of March 18, 1999, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.13
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 27, 2003, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.14**
|
Translation of Medical Equipment Lease Agreement, dated as of September 29, 2006, by and between Shanghai Medstar Investment Management Co., Ltd., the predecessor of Medstar (Shanghai) Leasing Co., Ltd., and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.15
|
Translation of Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of July 8, 2009, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.16**
|
Translation of Supplemental Agreement to the Service-only Management Agreement, dated as of August 1, 2008, among Xian Wanjiechangxin Medical Services Company Limited, Changan Hospital Co., Ltd. and CMS Hospital Management Co., Ltd. | |
10.17**
|
Translation of Agreement Regarding the Transfer of Equity in Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of May 5, 1997, among Beijing Our Medical Equipment Development Company, Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. |
II-7
Exhibit | ||
Number
|
Description of
Document
|
|
10.18**
|
Translation of Supplemental Agreement to the Supplemental Agreement Concerning the Development of the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of September 15, 2004, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.19**
|
Translation of Supplemental Agreement to the Cooperation Contract Concerning the Aohai Radiotherapy Treatment and Diagnosis Research Center, dated as of August 16, 2003, by and between Shenzhen Aohua Medical Services Co., Ltd. and the Chinese Peoples Liberation Army Navy General Hospital. | |
10.20**
|
Amendment to 2008 Share Incentive Plan adopted as of November 17, 2009 | |
21.1**
|
Subsidiaries of the Registrant | |
23.1**
|
Consent of Independent Registered Public Accounting Firm | |
23.2**
|
Consent of Walkers (included in Exhibit 5.1) | |
23.3**
|
Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 8.2) | |
23.4**
|
Consent of Jingtian & Gongcheng Attorneys At Law | |
23.5**
|
Consent of Frost & Sullivan | |
24.1**
|
Powers of Attorney (included on the signature page in Part II of this registration statement) | |
99.1**
|
Code of Business Conduct and Ethics | |
99.2*
|
Form of Opinion of Jingtian & Gongcheng Attorneys At Law |
* | To be submitted by amendment. | |
** | Previously filed. | |
| Portions of this document have been omitted pursuant to a confidential treatment request and the omitted information has been filed separately with the Securities and Exchange Commission. |
II-8
1. | For purposes of maintaining its leading position in medical technology and academic development, the Lessee plans to expand the cancer diagnostic and treatment center (the Centre) and wishes to install certain medical equipment; | |
2. | The Lessor is a professional company which is engaged in the lease of large medical equipment as well as provision of relevant services; | |
3. | The Lessor intends to purchase from Xian Century Friendship Medical Technology Co., Ltd. such medical equipment as set out in Appendix 1 hereto and lease the same to the Lessee for use by Changan Hospital and the Lessee accepts the manufacturer, specifications, model, equipping, etc. of such equipment; |
1
NOW, THEREFORE, upon friendly consultations and based on the principle of equality and mutual benefit, Party A and Party B hereby agree as follows with respect to the leasing by Party B to Party A of the medical equipment set out in Appendix 1 hereto (the Leased Assets): |
1.1 | Party B agrees to lease to Party A the Leased Assets listed in Appendix 1 hereto, the price of which is RMB*** million. | |
1.2 | In order for the lease project to be carried out smoothly, Party A shall be responsible for procuring all necessary procurement licenses, environmental evaluation and assessment, charges and prices approval filing, and such other matters as required for the operation of the Leased Assets. Party A shall also process and complete all procedures required for the use and installation of the Leased Assets and shall construct and furnish the machine room, etc. required for the Leased Assets pursuant to the regulations and rules of the state and relevant authorities. |
2.1 | The Leased Assets shall be used at Party As premises for the purpose of carrying out cancer diagnostic and treatment work. | |
2.2 | The Leased Assets must be installed and placed at the location agreed by the Parties within the premises of Party A. Without the written consent of Party B, Party A shall not change the location and operation environment of the Leased Assets. |
3.1 | During the Lease Term, the ownership of the Leased Assets as listed in the Appendix to this Agreement, including any parts and components, replacement |
2
parts, attached parts and auxiliary parts of (or to be attached to) the Leased Assets, shall always belong to Party B. During the Lease Term, Party A shall only enjoy the right to use the Leased Assets. Party A may not sell, transfer, sub-lease, mortgage, or make investment by means of, the Leased Assets, or otherwise conduct any other action that may infringe Party Bs rights and benefits. Otherwise, Party A shall assume corresponding breach of contract liabilities. | ||
3.2 | Where Party A is shut down, suspended, merged or acquired, or modifies the type of its ownership or enters into bankruptcy, Party A shall have no right to dispose of the Leased Assets. Party Bs ownership of the Leased Assets shall not be affected by any agreement entered into by Party A with any third party or any change to Party As status as a legal person. | |
3.3 | During the performance of the Agreement, Party B shall have the right to inspect the use and conditions of the Leased Assets and as long as such inspection would not affect the use of the equipment, Party A shall facilitate the carrying-out of such inspection. Without Party Bs written consent, Party A may not add or remove any parts and components of the Leased Assets nor shall it change the premises of use of the Leased Assets. Party B shall have the right to affix marks of ownership onto the Leased Assets. Party B (or its entrusted agent) shall have the right to inspect, on a regular basis or at any time, the use and conditions of the Leased Assets and Party A shall exert every effort to facilitate the same. | |
3.4 | Party B shall have the right to mortgage the Leased Assets or transfer its beneficial interests to a third party, provided that the implementation of this Agreement and the normal use by Party A shall not be affected thereby. |
4.1 | The Lease Term shall be 15 years, commencing from September 1, 2009 and expiring on August 31, 2024. If the Parties fail to formally commence the lease as of September 1, 2009, the Lease Term will be extended accordingly and will be re-agreed by the Parties by a supplementary instrument. |
3
4.2 | The Lease Term shall be fixed. During the Lease Term, Party A may not unilaterally suspend or terminate the lease hereunder nor shall it request any change to the provisions hereof on any ground. | |
4.3 | Upon expiration of the Lease Term, the Parties may renew this Agreement after Party B shall have conducted relevant maintenance, upgrading and renovation work in respect of the Leased Assets based on the then actual conditions of the Leased Assets, provided that Party B shall guarantee the normal operation of the Leased Assets during the term of the renewed agreement. |
5.1 | Rental fee calculation method: | |
From ***, the rental fee = ***; | ||
From ***, the rental fee = ***; | ||
(1) Revenue of Leased Assets: Total fee amounts received from the use of the Leased Assets for diagnosis (or treatment) | ||
(2) Hospital-Paid Costs and Expenses: Various costs and expenses incurred during the course of diagnostic or treatment, including: the wages, bonus, welfare benefits, overtime charges and travel and accommodation expenses of the personnel of the Centre (exclusive of personnel dispatched by both Parties); water and power utility charges; costs of consumables; document printing costs; hospitality expenses; academic exchange expenses; R&D assistance costs; the repair and maintenance costs of the Leased Assets; costs of office supplies; telephone charges; medical dispute settlement expenses, etc. | ||
5.2 | The rental fee shall be paid on a monthly basis. Party A shall transfer the rental fee of the previous month to the designated account of Party B by the 15th day of each month. The information of the account for the receipt of rental fee payments is as follows: | |
Account Name: Medstar (Shanghai) Leasing Co., Ltd. | ||
Bank name: Shanghai Waigaoqiao Gaoqiao Branch, Agricultural Bank of China |
4
Account number: *** | ||
Simultaneously, Party B shall issue an official tax invoice to Party A. | ||
During the term of this Agreement, the making of payment by Party A to the designated bank account set forth above shall be deemed performance of its payment obligation hereunder and the making of payment by Party A to any other account or in any other manner without the consent of Party B shall not be deemed performance of its obligation hereunder. Where Party B needs to change its account for the rental fee payment, Party B shall give prior written notice to Party A and Party As finance department. |
6.1 | Party As rights and obligations |
6.1.1 | Party A shall issue on a monthly basis a rental fee confirmation letter to Party B, setting out the fee amounts of the Leased Assets, the Hospital-Paid Costs and expenses, etc. Party A shall warrant the truthfulness of the data provided in such letter. | |
6.1.2 | Party A shall provide the machine room and auxiliary rooms for the Leased Assets and add necessary auxiliary facilities, etc.; shall provide professional personnel including experts, doctors, nurses and technicians and shall provide convenience in respect of logistics services. | |
6.1.3 | Party A shall assist the supplier in handling domestic transportation, installation, commissioning, etc. of the equipment. | |
6.1.4 | Party A shall be responsible for the treatment and other medical decisions of the patients as well as for the timely handling of medical disputes arising from the Centre. |
5
6.1.5 | Party A shall properly manage and safeguard the Leased Assets and shall designate specially-assigned staff to take charge of the daily work in connection with the operation of the Leased Assets. | |
6.1.6 | Party A shall be responsible for processing and completing all procedures with the competent supervising departments and relevant authorities in relation to the approval of the project, procurement permits, environmental evaluation and assessment, approval of charges and prices and qualification for medical insurance coverage, as well as all relevant routine procedures as required to be processed on a yearly basis. | |
6.1.7 | Party A may not use the Leased Assets for diagnosis and treatment free of charge. If any fee exemption or reduction is required by any extraordinary circumstance, such exemption or reduction shall be approved and signed by both Parties. | |
6.1.8 | Party A may not terminate earlier or modify this Agreement on the ground that Party B has recovered its costs, or that the revenue from the Leased Assets is continually growing, or that any leader of the Hospital has been changed. | |
6.1.9 | During the Lease Term, Party A may not separately operate any other project competing with the Center either by itself or in cooperation with any third party. |
6.2 | Party Bs rights and obligations |
6.2.1 | Party B shall, in cooperation with the supplier, timely deliver to Party A the Leased Assets designated by Party A and shall assist the supplier in installing and commissioning the Leased Assets. | |
6.2.2 | Party B shall inform itself of the operation status of the Leased Assets at all times based on the income and expenses information related to the operation of the Leased Assets as provided by Party A. | |
6.2.3 | Party B shall have the right to dispatch Leased Assets administration personnel to manager the Leased Assets and shall have the right to keep a book recording the number of patients diagnosed or treated with the |
6
Leased Assets, the purchase and use of consumables and other costs related to the use of the Leased Assets and Party A shall cooperate with the same. | ||
6.2.4 | Without written authorization of Party B, the administration personnel dispatched by Party B shall have no authority to amend or supplement any matters agreed hereunder on behalf of Party B. | |
6.2.5 | Party B or Party Bs entrusted agent (including asset appraisers, accountants, etc) shall have the right to examine the use and the condition of the Leased Assets and Party A shall exert every effort to facilitate the same. | |
6.2.6 | Party B shall assist the supplier in providing such technical documentation as required for the use of the Leased Assets. | |
6.2.7 | Party B shall assist the supplier in conducting daily repair and maintenance work in respect of the Leased Assets. | |
6.2.8 | Party B shall cooperate with the professional management company in relation to the planning and organization of the Centres academic promotion and guidance on its operation and management. | |
6.2.9 | Upon expiry of the Lease Term, where terms and conditions are equal, Party B shall have the preemptive right to provide leasing with respect to any similar project in the future. |
7.1 | Delivery, examination and acceptance: After the Leased Assets are delivered to the premises, Party A shall examine the Leased Assets for acceptance in accordance with the Appendix hereof. In the event that the Leased Assets fail to meet the agreed requirements, Party A shall timely make a note on the delivery receipt and wait for Party B to resolve the same. Party A shall be responsible for safeguarding the Leased Assets once the Leased Assets arrive at the location for installation or operation. | |
7.2 | Technical examination and acceptance: If, upon installation and commissioning and completion by Party A of the diagnostic or treatment of the first 30 patients, |
7
Party A confirms that the Leased Assets are in consistency with the technical requirements, Party A shall issue to Party B an acceptance receipt within 5 days, whereupon the delivery of the Leased Assets shall be deemed completed. Where Party A fails to timely issue such receipt or to raise any written objection, the Leased Assets shall be deemed properly delivered. Thereupon, the Lease Term shall commence and the charges collected from such 30 patients shall be included as the revenue of the Center. | ||
7.3 | Where the Leased Assets fail to pass the acceptance examination, the supplier shall be responsible for addressing the matter. | |
7.4 | Considering the Leased Assets hereunder are purchased by Party B from Xian Century Friendship Medical Technology Co., Ltd., the Parties agree that Xian Century Friendship Medical Technology Co., Ltd. shall be responsible for delivering the Leased Assets to the site designated by Party A. The Parties will, in conjunction with Xian Century Friendship Medical Technology Co., Ltd., conduct the acceptance examination. No risk arising out of the delivery acceptance and the technical acceptance shall be borne by Party B. If the Leased Assets pass the acceptance examination, Party A shall unconditionally lease the Leased Assets; if the Leased Assets fail to pass the acceptance examination, Xian Century Friendship Medical Technology Co., Ltd. shall bear relevant liabilities and Party A shall not bring any suit or claims against Party B in respect of the same. |
8.1 | During the Lease Term, Party B shall be responsible to maintain for the Leased Assets insurance with an insurer acceptable to the Parties, and Party B or any third party designated by Party B shall be named as the beneficiary. The insurance premium shall be included as Hospital-Paid Costs and Expenses. |
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8.2 | During the Lease Term, upon occurrence of any insurance-covered incident, Party A shall actively cooperate with Party B in processing the claim with the relevant insurer. | |
8.3 | During the Lease Term, if the Leased Assets are lost or damaged due to reasons attributable to Party A, Party A shall, at its costs and expenses, take one or several of the following actions as determined by Party B: |
8.4 | If any third party (e.g. patients) suffers any injury as a result of reasons attributable to the Leased Assets themselves (such as technical factors or quality defects, etc.), Party A shall, in conjunction with Party B, seek recourse against the seller of the Leased Assets. | |
8.5 | If any third party (e.g. patients) suffers any injury as a result of Party As negligent use of the Leased Assets, Party A shall be held liable. | |
8.6 | If any third party (e.g. patients) suffers any injury as a result of force majeure (other than as a result of reasons attributable to the Leased Assets themselves or the fault of Party A), in principle, neither Party A nor Party B shall be liable to |
9
indemnify, provided that Party A shall have the duty to take precautions against such kind of risks by taking out third party liability insurance. |
10.1 | Party A and Party B shall perform the corresponding responsibilities and obligations in accordance with the time schedules as provided in this Agreement. In case of any beach of Agreement, the breaching party shall compensate the other partys economic loss. | |
10.2 | Any delay in making rental fee payment by Party A shall not exceed two months. In case of any such delay, Party A shall pay Party B a daily default penalty equal to 0.05% of the overdue amount, except where such delay is caused by the force majeure. | |
10.3 | Any breach by Party A set forth below shall be deemed a material breach by Party A: |
10.3.1 | any failure by Party A to perform the lease obligations upon purchase of the Leased Assets by Party B from Xian Century Friendship Medical Technology Co., Ltd. in violation of this Agreement; | ||
10.3.2 | any delay by Party A in making any rental fee payment exceeding two months by Party A; | ||
10.3.3 | any unilateral early termination or modification of this Agreement by Party A in violation of this Agreement; | ||
10.3.4 | any interference by Party A in Party Bs management or financial supervision of the Leased Assets; | ||
10.3.5 | any unilateral disposal (including sale, sub-lease, removal or transfer, etc.) by Party A of the Leased Assets in violation of this Agreement; |
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10.3.6 | provision of any false information by Party A regarding the Revenue of the Leased Assets and so on, such that the rental fee payment collected by Party B is less than the amount to which Party B is entitled; | ||
10.3.7 | introduction of any similar medical equipment with similar functions to the Leased Assets through any third party or cooperation with any third party to develop similar projects in violation of this Leased Agreement; | ||
10.3.8 | any suspension of normal medical services to patients using the Leased Assets for a period exceeding 30 days due to the man-made reasons of Party A; or any severe destruction or loss of the Leased Assets due to improper use, intentional damage or careless storage by Party A. |
10.4 | In case of any material breach of Agreement by Party A, Party B shall have the right to terminate this Agreement and take any of the following measures: |
10.4.1 | request Party A to immediately make full payment of all undue rental fee, default penalty and all other amounts payable; | ||
Undue Rental Fee = Remaining Lease Term (month) × monthly average rental fee obtained by Party B in one year prior to the beach of Agreement If the Lease Term is shorter than one year, the monthly average rental fee obtained by Party B shall be deemed 3% of the purchase price of the equipment. Default Penalty = Undue Rental Fee ×50% | |||
10.4.2 | terminate this Agreement, and Party B shall take over the Leased Assets to continue the operation, and the revenue generated from such operation of the Leased Assets shall be solely owned by Party B. Party B shall also have the right to request Party A to pay the default penalty (the calculation method is the same as above) and all other amounts payable. |
10.5. | In case of any of the above mentioned breach or infringement by Party A, Party A shall also be liable for all costs for lawsuits, legal counsel fee and other expenses arising from Party Bs realization of its creditors rights. |
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14.1 | This Agreement shall be automatically terminated upon the expiry of the Lease Term. | |
14.2 | All claims and indebtedness arising from the performance of this Agreement by Party A and Party B shall be terminated upon full repayment of all debts, including all rental fee payments, default penalties, indemnification, and so on. | |
14.3 | In case of impossibility of performance of the Agreement or use of the Leased Assets due to war, natural disaster, force majeure and other factors, this Agreement shall be terminated and neither party shall be liable to or have any rights against the other party. | |
14.4 | Prior to the commencement of the Lease Term, under the following circumstances, Party B shall have the right to terminate this Agreement without any liability: |
14.4.1 | Party A fails to obtain the procurement permits for the medical equipment; | ||
14.4.2 | Party A fails to prepare and provide, on a timely basis, the premises for using the Leased Assets. |
14.5 | In the event that the government or the military adjusts its policy and issues any regulation or document for prohibiting equipment lease within the country or |
12
within the military system, resulting in this Agreement not being able to be performed, but without affecting the use of the Leased Assets, Party A shall be responsible for coordination and negotiation. During such period of coordination and negotiation, Party A shall be still subject to the obligation for paying the rental fee on a timely basis. If no resolution can be reached upon negotiation, this Agreement may be terminated in early manner, provided, however, that Party A shall make a lump-sum payment for the remaining rental fee payments to Party B. The remaining rental fee payments shall be equal to *** minus ***: | ||
Remaining Rental Fee Payments = *** |
15.1 | Prior to the formal operation of the Leased Assets, the Parties shall enter into certain supplemental documents, such as the Composition of the Organization and Management Department of the Leased Assets and Financial Management Process of the Leased Assets, with respect to the specific matters concerning the management department and financial management process of the Leased Assets. | |
15.2 | The Parties hereto have carefully read through all the terms of this Agreement. Reasonable manner has been adopted to urge the Parties to pay attention to the terms regarding exemption or restriction on their responsibilities as provided herein. Per request of the Parties, explanation has been made in respect of the relevant terms. | |
16.2 | The Parties hereto have authorized their respective representatives to sign this Agreement. All terms of this Agreement are a true expression of the intents of the Parties and shall have legal binding effect on the Parties. |
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14
15
Item | Description of Equipment | Brand | Quantity | Manufacturer | Type | |||||
1 | MM50 |
1 | IBA | MM50 | ||||||
2 | PET/CT |
GE | 1 | GE | DisscoveryLs | |||||
3 | Novalis |
1 | Varian | Simulator included | ||||||
4 | CT |
1 | SHIMADZU | SCT-6800TXL | ||||||
5 | MRI |
1 | Philips | Interal.5T | ||||||
6 | Cyclotron |
1 | IBA | CYCLONE18/9 |
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1. | The Entrusted Party has the largest tumor therapy-related medical network in Asia and expertise in operation and management of medical institutions; |
2. | The Entrusting Parties aims to develop Changan Hospital to be one of top-tiered modernized hospitals in China with core competitiveness in tumor therapy and deliver attractive economic return and social benefits; |
3. | The Board of Directors (please refer to Appendix A) of the Entrusting Parties and the shareholders meeting (please refer to Appendix B) have approved the resolutions, pursuant to which, all existing businesses in Changan Hospital will be entrusted to the Entrusted Party for operation and management; |
1. | Definitions and Explanations | |
In the Contract, the following terms have meanings as below. | ||
Parties: the Entrusting Parties and the Entrusted Party; | ||
Monthly Gross Revenue: the gross operational revenue generated by Changan Hospital by month (before deduction of any cost); | ||
Annual Accounting: the accounting conducted every full year (twelve months) starting from the date when the Entrusted Party was entrusted for operation and management; | ||
Annual Gross Revenue: After Annual Accounting, the gross operational revenue generated by Changan Hospital in a continuous operating period for twelve months |
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(before deduction of any cost) | ||
2. | Model of Entrusted Operation and Management | |
(1) | The Entrusted Party shall take over all existing businesses in Changan Hospital and conduct operation and management. | |
(2) | The Entrusted Party shall conduct operation and management activities in the name of Changan Hospital. | |
3. | Period for Entrusted Operation and Management | |
(1) | The Parties shall unanimously agree that the period for entrusted operation and management shall be in force since the effective date of this Contract until the 2nd Phase Construction Project of Changan Hospital is put in use (i.e. the business opening); if the 2nd Phase Construction Project of Changan Hospital is put in use prior to December 31, 2009, the period shall be in force since the effective date of this Contract until December 31, 2009. | |
(2) | Entrustment target: The Entrusted Party undertakes that it shall maintain and increase the value of the entrusted assets in the entrustment period, enhance Changan Hospitals brand profile and social awareness, strengthen Changan Hospitals internal management and its team stability, and deliver a rapid growth in revenue and profit, all of which shall pave the way for the development of the 2nd Phase. | |
4. | Matters under Entrusted Operation and Management | |
The Parties shall agree that the following matters be under the Entrusted Partys operation and management. | ||
(1) | All businesses within Changan Hospitals business scope; | |
(2) | Changan Hospitals internal administrative matters, including but not limited to financials, human resource, administration, etc. | |
5. | Fee and Bonus for Entrusted Operation and Management | |
(1) | The Parties unanimously agree that the management fee for the Entrusted Party shall be calculated as *** of Changan Hospitals Monthly Gross Revenue and paid to the Entrusted Party on a monthly basis after monthly accounting. | |
(2) | Changan Hospital shall complete the monthly revenue accounting for the last month prior to the 15th of every month and with the recognition and consent from the Entrusted Party, it shall transfer the management fee to the account specified by the Entrusted Party within five days. | |
(3) | If the period lasts any one full year, Changan Hospital shall complete the Annual Accounting within 15 days and with the recognition and consent from the Entrusted Party, it shall provide the incentives for the Entrusted Party as set forth below. |
a. | If the growth rate of Changan Hospitals Annual Gross Revenue is less than |
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***, no bonus shall be provided for the Entrusted Party; |
b. | If the growth rate of Changan Hospitals Annual Gross Revenue exceeds ***, the bonus for the Entrusted Party shall be calculated as ***; |
c. | The data of annual revenue and its growth rate shall be recognized by the Parties and be verified by an intermediary recognized by the Parties. |
(4) | Upon the recognition of the Annual Accounting by the Parties, Changan Hospital shall transfer the bonus to the account specified by the Entrusted Party within 5 days. | |
(5) | If the Entrusted Party has any disagreement in the monthly accounting or the Annual Accounting, Changan Hospital shall coordinate with the Entrusted Party to review the accounting results within three days upon the receipt of the disagreement from the Entrusted Party. The accounting is subject to the results after review. | |
(6) | The Parties shall unanimously agree that the income related to the tumor business in the cooperation scope under the Framework Agreement (Such Income) shall not be included into the Monthly Gross Revenue and the Annual Gross Revenue. Therefore, Such Income shall be deducted from the revenue for last year when calculating the annual growth rate. | |
6. | The Parties Rights and Obligations | |
(1) | Changan Hospitals Rights and Obligations |
a. | It has the right to accredit representatives to take in the operational situation from time to time and the Entrusted Party shall coordinate with all ones strength; | ||
b. | It has the right to deal with the labor relationships and the service relationships of Changan Hospitals employees but shall keep the Entrusted Party informed and consult the Entrusted Partys opinions or advice; | ||
c. | It has the obligation to handle all necessary approval and filing procedures to execute and perform the Contract; | ||
d. | It has the obligation to start the handover of all businesses upon the effective date of this Contract and coordinate the Entrusted Partys operation and management activities with all ones strength; | ||
e. | It has the obligation to conduct accounting and pay the management fee to the Entrusted Party pursuant to this Contract; | ||
f. | In case of any change in the business scope or treatment and diagnosis programs in Changan Hospital or any cooperation with any third-party, it shall notify the |
3
Entrusted Party immediately; | |||
g. | Without the Entrusted Partys consent, Changan Hospital shall not dispose any asset or equipment, provide any guarantee externally, entrust operation and management, lease medical equipment, conduct outbound investment, etc. |
(2) | The Entrusted Partys Rights and Obligations |
a. | It has the right to carry out the management based on its philosophy and experience, on the premise of not violating any law, regulation or this Contract; | ||
b. | It has the right to formulate new rules and regulations and has the right to revise, or suspend during the Contract Period the use of, Changan Hospitals rules and regulations, provided that it is agreed by the Entrusting Parties; | ||
c. | It has the right to provide opinions or advice regarding the labor relationships and the service relationships of Changan Hospitals employees and Changan Hospital shall honor the Entrusted Partys opinions or advice, if possible; | ||
d. | It has the obligation to comply with Chinas financial regulations and all operating income shall be placed in the accounts jointly designated by Changan Hospital and the Entrusted Party. It shall not establish any other account; | ||
e. | Unless there is a written consent from Changan Hospital, it shall not dispose any asset of Changan Hospital in any form or purchase or lease any asset in the name of Changan Hospital; | ||
f. | Unless there is a written consent from Changan Hospital, it shall not provide any guarantee in any form in the name of Changan Hospital for the Entrusted Party or any third party. |
7. | The Parties Warranties and Undertakings |
(1) | Xian Wanjiechangxin Medical Services Company Limiteds Warranties and Undertakings |
a. | Xian Wanjiechangxin Medical Services Company Limited is duly incorporated and validly existing under the law and has obtained all necessary internal authorizations required for signing this Contract; | ||
b. | Xian Wanjiechangxin Medical Services Company Limited has waived the right to rescind this Contract and the right to raise any disagreement with regard to the content, form, and (all or part of) effectiveness of this Contract. |
(2) | Changan Hospitals Warranties and Undertakings |
a. | Changan Hospital is duly incorporated and validly existing under the law and |
4
has obtained all necessary internal authorizations required for signing this Contract; | |||
b. | Changan Hospital is able to obtain all necessary approvals, filings and other procedures to sign and perform this Contract to ensure that the full performance of this Contract would not be influenced by any incompleteness in procedure; | ||
c. | The operational situation of Changan Hospital shall be maintained or improved before the handover to the Entrusted Party. |
(3) | The Entrusted Partys Warranties and Undertakings |
a. | The Entrusted Party is duly incorporated and validly existing under the law and has obtained all necessary internal authorizations required for signing this Contract; | ||
b. | The Entrusted Partys operation and management will be legitimate and subject to Changan Hospitals business scope; | ||
c. | The Entrusted Party shall strictly keep Changan Hospitals business secrets, and without Changan Hospitals consent, it shall not disclose any of them to any third-party. |
8. | Performance Deposit |
(1) | The Entrusted Party shall transfer a performance deposit of RMB 15 million into the account held by Xian Century Friendship Medical Technology R&D Co., Ltd., an affiliate of Changan Hospital, within 15 working days upon the signing of this Contract. | ||
(2) | Unless otherwise agreed by the Parties, Changan Hospital shall return the performance deposit to the Entrusted Party in full amount without interest within 15 days after the cancellation or termination of this Contract. |
9. | Special Provisions | |
The 2nd Phase Construction Project of Changan Hospital shall be in the Entrusting Partiess charge and bear no relationship with the scope of entrusted operation and management as provided herein. The Entrusting Parties shall ensure that debts or contingent debts related to the 2nd Phase Construction Project of Changan Hospital exert no influence on the Entrusted Partys interests. |
10. | Default Liabilities |
(1) | If the Entrusted Party violates Chinas financial regulations or establishes an unauthorized account, it shall be deemed as a fundamental breach by the Entrusted Party; |
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(2) | If the Entrusted Party changes Changan Hospitals business scope or treatment or diagnosis programs without Changan Hospitals consent, it shall be deemed as a fundamental breach by the Entrusted Party; | |
(3) | If the Entrusted Party disposes any asset in Changan Hospital or purchases or leases any asset in the name of Changan Hospital without Changan Hospitals written consent, it shall be deemed as a fundamental breach by the Entrusted Party; | |
(4) | If the Entrusted Party provides any guarantee in the name of Changan Hospital for the Entrusted Party or any third party without Changan Hospitals written consent, it shall be deemed as a fundamental breach by the Entrusted Party; | |
(5) | If Changan Hospital is subject to any penalty by relevant authorities caused by the Entrusted Partys unlawful act, it shall be deemed as a breach by the Entrusted Party and the Entrusted Party shall assume corresponding legal liabilities and economic losses; | |
(6) | If the Entrusted Party fails to comply with this Contract on the performance deposit payment, it shall be deemed as a breach by the Entrusted Party. Any late payment shall be subject to an overdue penalty payable to Changan Hospital, calculated at a rate of 0.03% of the performance deposit amount for each day of delay; | |
(7) | If Changan Hospital fails to conduct accounting or pay the management fee on a timely basis, it shall be deemed as a breach by Changan Hospital. Any late payment shall be subject to an overdue penalty payable to the Entrusted Party, calculated at a rate of 0.03% of the management fee amount payable for each day of delay. Any delay of payment by 30 days shall be deemed as a fundamental breach by Changan Hospital; | |
(8) | If Changan Hospital refuses to conduct accounting or pay the management fee or bonus, it shall be deemed as a fundamental breach by Changan Hospital; | |
(9) | If the Entrusted Party has any disagreement in the accounting completed by Changan Hospital, and Changan Hospital fails to coordinate with the Entrusted Party to review the accounting results within the period specified herein, any delay of review shall be subject to an overdue penalty payable to the Entrusted Party, calculated at a rate of 0.03% of the management fee amount payable for each day of delay. Any delay of review by 30 days shall be deemed as a fundamental breach by Changan Hospital; | |
(10) | If Changan Hospital changes its business scope or treatment or diagnosis programs or cooperates with any third party, none of the Entrusting Parties interests shall be damaged. The Entrusted Party has the right to request Changan Hospital to enter into a supplementary agreement to this Contract within a specified period. If Changan Hospital refuses to negotiate or fails to enter into any agreement within a reasonable period under the Entrusted Partys request, it shall be |
6
deemed as a fundamental breach by Changan Hospital; | ||
(11) | If upon signing this Contract, Changan Hospital disposes any asset or equipment, conducts outbound investment, entrusts operation or management, leases medical equipment, or provides any guarantee externally without the Entrusted Partys consent, or the Entrusted Party finds that Changan Hospital has cooperated with any other third party before signing this Contract and has not disclosed it in full to the Entrusted Party, it shall be deemed as a fundamental breach by Changan Hospital; | |
(12) | If this Contract fails to be fully performed caused by any defect in the Entrusting Parties approvals, filings or internal authorization procedures, it shall be deemed as a breach by the Entrusting Parties, and the Entrusted Party may request the Entrusting Parties to complete all necessary procedures in a specified period, otherwise, it shall be deemed as a fundamental breach by the Entrusting Parties; | |
(13) | If Changan Hospital fails to return the performance deposit to the Entrusted Party pursuant to this Contract in time, any late payment shall be subject to an overdue penalty payable to the Entrusted Party, calculated at a rate of 0.03% of the performance deposit amount payable for each day of delay. Any delay of payment by 30 days shall be deemed as a fundamental breach by Changan Hospital; | |
(14) | If there is any fundamental breach by a party, the other party has the right to unilaterally terminate this Contract and claim the penalty from the default party. The amount and payment of the penalty shall be: if there is a fundamental breach by the Entrusted Party, the Entrusting Parties shall not be required to return the performance deposit to the Entrusted Party; if there is a fundamental breach by the Entrusting Parties, the performance guarantee shall be returned to the Entrusted Party in double; | |
(15) | If there is any breach by any one party in the Entrusting Parties, the other party in the Entrusting Parties shall assume the joint and several liabilities; | |
(16) | The payment of the penalty above shall not prejudice any other compensation for loss that the non-default party may claim against the default party. | |
11. | Expiration and Termination of Contract | |
(1) | This Contract can be terminated with mutual agreement of the Parties after negotiation; | |
(2) | If this Contract cannot be performed resulting from any policy change of the relevant authorities, the Parties shall further negotiate the cooperation model. If no agreement can be reached, this Contract shall be terminated automatically. The Entrusting Parties shall return the performance deposit to the Entrusted Party in full amount without interest within 5 days upon the termination of this Contract; |
7
otherwise, the Entrusting Parties shall assume the default liability pursuant to this Contract. For the parts already performed in this Contract, the Entrusting Parties shall pay the management fee and bonus to the Entrusted Party pursuant to this Contract and shall assume the default liability for any payment delay or rejection pursuant to this Contract. | ||
12. | Dispute Resolution | |
The Parties unanimously agree that Xian Wanjiechangxin Medical Services Company Limited hereby waives all litigation rights in connection with this Contract; any dispute arising out of this Contract or in connection with this Contract shall be settled by negotiation between Changan Hospital and the Entrusted Party. If any dispute cannot be settled by negotiation, it shall be judged by the court where the project is located. | ||
13. | Effectiveness of Contract and Miscellaneous | |
(1) | The date when the following conditions are both satisfied shall be the effective date of this Contract: |
a. | This Contract is duly signed by the legal representatives or the authorized representatives of the Entrusting Parties with official seals and duly signed by the authorized representative of the Entrusted Party; | ||
b. | The Entrusted Party has paid the performance deposit. |
(2) | The Parties agree that the performance deposit under this Contract shall be paid directly to the account held by Xian Century Friendship Medical Technology R&D Co., Ltd. and the Entrusted Party has the right to take in the situation of the performance deposit from time to time. |
(3) | The Parties unanimously agree that the Entrusted Party can assign the liabilities, rights, and obligations under this Contract to any professional hospital management company affiliated to it. The Entrusted Party shall notify the Entrusting Parties of such assignment by letter and it is not required for the Entrusting Parties and the assignee to sign any further contract. |
(4) | The Contract shall be delivered in six copies, which shall have equal legal validity, with two for each party, while the rest shall be used by the Entrusting Parties for filing procedures. |
(5) | The Contract was signed on August 1st, 2008. |
8
1
2
3
4
5
6
Party A: | Party B: | |
(affixed with the seal of The Chinese
|
(affixed with the seal of Beijing Our | |
Peoples Liberation Army Navy General
|
Medical Equipment Development Co., | |
Hospital)
|
Ltd.) | |
Signature of Legal Representative:
|
Signature of Legal Representative: | |
(affixed with the signature of Yang Ye)
|
(affixed with the signature of Jun Song) |
7
1
Party A | Party B | ||||||
Year *** |
*** | *** | |||||
Year *** |
*** | *** | |||||
Year *** |
*** | *** |
2
1. | To handle project approval procedures with relevant authorities and secure approvals in respect of the project of the Center proposed under the current phase; | ||
2. | To obtain all necessary qualification permits in line with applicable laws and regulations of the state; | ||
3. | To make contributions in line with Article 5(1) hereof; | ||
4. | To provide the premises required for the whole-body gamma knife system (equipment room, operating room, preparation room and office); | ||
5. | To put in place water and power utilities of the Center; | ||
6. | To work with Party B on the organization layout and construction plan; | ||
7. | To administer matters relating to the affiliations of the Centers staff with the CCP or other politics parties, the Labor Union and the Communist Youth League and medical affairs under the centralized administration of the Hospital; | ||
8. | To supervise the medical quality of the Center and in accordance with regulations and rules, to submit disputes with the board of directors, which shall have the power to consider and decide the settlements and resolutions of such disputes; and | ||
9. | Other matters mandated by the Center |
1. | To make contributions in line with Article 5(1) hereof; | ||
2. | To work with Party A to determine the management model and daily management work of the Center; | ||
3. | To work with Party A to engage top domestic and foreign experts and senior technicians; and | ||
4. | Other matters mandated by the Center. |
3
Party A: Chinese Peoples Liberation
|
Party B: Shenzhen Aohua Medical | |
Army Navy General Hospital
|
Services Co., Ltd. | |
Authorized Representative:
|
Authorized Representative: | |
(Official stamp)
|
(Official stamp) | |
(affixed with the seal of The
Chinese Peoples Liberation Army
Navy General Hospital and the
signature of Yunyou Duan)
|
(affixed with the seal of Shenzhen Aohua Medical Services Co., Ltd. and the signature of Jun Song) | |
March 18, 1999
|
March 18, 1999 |
4
1
Party A | Party B | |||||
Year ***
|
*** | *** | ||||
Year ***
|
*** | *** |
2
1. | To make the contribution in accordance with Clause 1 of Article 5 hereof; | ||
2. | To obtain all permits and licenses required for the conduct by the Center of the business under this phrase as well as relevant approvals; | ||
3. | To be responsible for processing all application and filing procedures in respect of the pricing and medical insurance-related approvals and for obtaining relevant approvals; | ||
4. | To provide the premises required for the current phase (equipment room, operating room, preparation room, clinical room, office, and etc.), and put in place the water, power utilities and telephones of the Center; | ||
5. | To carry out the equipment room construction and refurbishment work as per the equipment installation-related technical requirements, as specified by the equipment vendors; and to procure thereby that the equipment room shall be in a condition fit for equipment installation; | ||
6. | To provide the existing technical personnel, therapy equipment and supporting equipment of the radiotherapy department of the Hospital; | ||
7. | To provide one special purpose ambulance; | ||
8. | To supervise the medical quality of the Center and in accordance with regulations and rules, to submit disputes with the board of directors, which shall have the power to consider and decide the settlements and resolutions of such disputes; and | ||
9. | Other matters mandated by the Center. |
1. | To make the contribution in accordance with Clause 1 of Article 5 hereof; | ||
2. | To work with Party A to develop the management model and management system of the Center; |
3
3. | To work with Party A to engage for the Center top domestic and foreign experts and senior technicians, including carrying out the review and assessment for employment of existing staff; | ||
4. | To assign senior personnel with managerial experiences to participate in the management of the Center; | ||
5. | To develop and implement feasible advertisement and market promotion plans; and | ||
6. | Other matters mandated by the Center. |
4
5
Party A: Chinese Peoples Liberation
|
Party B: Shenzhen Aohua Medical | |
Army Navy General Hospital
|
Services Co., Ltd. | |
Authorized representative:
|
Authorized representative: | |
(Official stamp)
|
(Official stamp) | |
(affixed with the seal of The
|
(affixed with the seal of Shenzhen | |
Chinese Peoples Liberation Army
|
Aohua Medical Services Co., Ltd. and | |
Navy General Hospital and the
|
the signature of Jun Song) | |
signature of Yunyou Duan) |
||
September 27, 2003
|
September 27, 2003 |
6
1
Party A: | Chinese Peoples Liberation Army Navy General Hospital
(hereinafter referred to as Party A) Legal Address: No. 6 Fucheng Road, Beijing Postal Code:100048 Legal Representative: QIAN, Yangming |
Party B: | Shenzhen Aohua Medical Services Company Limited (hereinafter
referred to as Party B) Registered Address: Room 3702, Jinmao Plaza, No. 4028 Jintian Road, Shenzhen Postal Code: 518035 Legal Representative: YANG, Jianyu |
2
Name of the Center: | Aohai Radiotherapy and Diagnosis Research Center (hereinafter referred to as the Center). |
Address of the Center: | Within the Chinese Peoples Liberation Army Navy General Hospital |
Article 6 | Contribution by the Parties |
6.1 | Party B shall be responsible for contributing the fourth phase medical equipment, including: |
6.1.1 | One set of the three-dimensional stereotactic Gamma Ray Whole-body Treatment System (Whole-body Gamma Knife); and one set of Siemens image-guided high-energy linear accelerator; | |
6.1.2 | The total investment amount shall be RMB *** (such amount for the invested equipment shall be wire transferred, before actual payment, by Party B to Party A, which shall then pay it to the equipment vendor). The specific model and specifications, equipping and price of the equipment shall be determined as per the actual bidding and procurement results; | |
6.1.3 | Party B shall advance a payment in the amount of approximately RMB *** in respect of the construction and furnishing expenses of the equipment room and auxiliary rooms thereof. The required expenses shall be included into the operating costs of the fourth phase cooperation project. |
6.2 | Party A shall be responsible for providing the following: |
6.2.1 | A premises space of approximately 350 sq. m. for the equipment room and auxiliary room thereof; | |
6.2.2 | Infrastructure facilities, such as water, electricity, heating and communications, etc.; | |
6.2.3 | Technical personnel and professional personnel; and |
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6.2.4 | All the legal permits and licenses required for the business operations of the Center. |
6.3 | No Party may withdraw the property used for the cooperation project without the consent of the other Party. |
Article 7: | Term of Cooperation: |
Article 8 | The Centers Revenue |
Article 9 | The Centers Expenses (the Centers Operating Costs): |
9.1 | Costs of human resources: wages of the newly hired personnel of the Center; the bonuses, welfare benefits, etc. of the Centers personnel; external experts cost and consultation fee; training cost, education expenses, scientific research expenses, etc.; | |
9.2 | Equipment operation costs: expenses for repair and maintenance of the equipment, costs of consumptive materials, costs of auxiliary parts, costs for replacement of radiation sources, etc.; | |
9.3 | Medical related costs: cost of medicines, cost of medical consumptive materials, sterilization cost, cleansing cost, anaesthetization cost, costs for the handling of medical disputes, medical indemnity, etc.; | |
9.4 | Office expenses: travel and accommodation cost, entertainment cost, transportation fee, telephone fee, postal and telecommunication fee, water, electricity and heating charges, health and hygiene expenses, etc.; | |
9.5 | Advertisement and promotional cost: academic exchange expenses, expenses for expert-related events, advertising and promotional expenses, expert assistance and service fee, etc.; | |
9.6 | Equipment insurance premium; | |
9.7 | Management fee (***); | |
9.8 | Other expenses: relevant expenses required for the normal operation of the Center. |
Article 10 | Profit Allocation |
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10.1 | Three-dimensional stereotactic Gamma Ray Whole-body Treatment System (Whole-body Gamma Knife): | |
From ***, Party A and Party B shall each obtain *** of the Profit of the Center. | ||
10.2 | Siemens image-guided high-energy linear accelerator: | |
From ***, Party A shall obtain *** of the Profit of the Center and Party B shall obtain *** of the Profit of the Center; and | ||
From ***, Party A shall obtain *** of the Profit of the Center and Party B shall obtain *** of the Profit of the Center. |
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16.1 | To study and process, in conjunction with Party B, the organizational set-up and construction plan of the Center and to attend to the actual construction work of the Center; | |
16.2 | To provide the land required for the premises of the Center, and to put in place the infrastructure facilities including water, electricity, heating, etc; | |
16.3 | To arrange or recommend such medical, nursing and technical personnel as required for the operation of the Center and to provide such personnel seconded by Party B or recruited by the Center with necessary working conditions (among others, the medical and nursing personnel shall be granted with the medical practice qualification at the Hospital.) ; | |
16.4 | To coordinate the relationship between the Center and the divisions of Party A; | |
16.5 | To handle, with respect to all the equipment of the Center, approval application filings with relevant authorities in relation to large medical equipment procurement permits, environmental evaluation, pricing, medical insurance and other procedures as well as work related to the bidding of the equipment; | |
16.6 | To supervise the medical treatment quality of the Center, to include the Center into the Hospitals quality management system, and to implement the review, |
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appraisal and incentive and disciplinary matters based on the Hospitals existing management system; | ||
16.7 | To conduct the maintenance and repair of the equipment in conjunction with Party B; and |
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16.8 | To coordinate for the handling of other matters related to the operation of the Center. |
17.1 | To handle, in conjunction with Party A, the tendering and procurement work in relation to the equipment required for the Center pursuant to the subject matter of the contract; coordinate the transportation, installation and commissioning of the equipment; and provide Party A with relevant documentation of the procured equipment; | |
17.2 | To assist Party A to submit to the competent health authority approval application filings in relation to large medical equipment procurement permits and other procedures; | |
17.3 | To make contacts and arrangements in connection with the equipment operation training for the medical and nursing personnel of the Center; | |
17.4 | To contact or recommend relevant Chinese and foreign medical experts; | |
17.5 | To carry out, in conjunction with Party A, the construction and upgrading work of the Centers digital medical treatment network system; | |
17.6 | To assist the Center to carry out the marketing and promotion work; |
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17.7 | To handle other matters entrusted by Party A; and | |
17.8 | During the Term of Cooperation, if Party A needs to further introduce the same type of equipment, Party B shall have the right of priority. |
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24.1 | Party A privately and unilaterally terminates earlier or amends this Contract in violation of the provisions hereof ; | |
24.2 | Party A privately and unilaterally disposes of the equipment invested by Party B (including but not limited to sale, sub-lease, relocation, transfer, etc.) in violation of the provisions hereof; | |
24.3 | Without consultation with, and consent of, Party B, Party A remains in arrears with the payment of any installment of the profit allocable to Party B for more than 6 months or causes the equipment to cease its normal provision of medical treatment services to patients for more than 30 days for reasons attributable to Party A (except for equipment failures). | |
24.4 | Party A otherwise grossly violates the provisions hereof. |
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24.1 | Party B privately and unilaterally terminates earlier or amends this Contract in violation of the provisions hereof; | |
24.2 | The carrying out by Party B of a mortgage or transfer in respect of the equipment under this Contract has a material effect on the rights and interests of Party A; | |
24.3 | Party B otherwise grossly violates the provisions hereof. |
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Party A: Chinese Peoples Liberation
Army Navy General Hospital
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Party B: Shenzhen Aohua Medical Services Company Limited | |
[corporate seal]
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[corporate seal] | |
Signed by Legal Representative
or Authorized Agent:
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Signed by Legal Representative or Authorized Agent: | |
(affixed with the seal of The
Chinese Peoples Liberation Army
Navy General Hospital and the
signature of Yunyou Duan)
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(affixed with the seal of Shenzhen Aohua Medical Services Co., Ltd. and the signature of Jun Song) | |
Date of Execution: 8 July, 2009
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Date of Execution: 8 July, 2009 |
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