Exhibit 10.8.1
SHAREHOLDERS AGREEMENT
This Shareholder Investment Agreement (hereinafter referred to as this
"Agreement") is entered into by and between the following parties on April 28,
2007, in Shenzhen.
PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
Registered address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
PARTY B: SHENZHEN NEPSTAR MANAGEMENT CONSULTING CO., LTD.
Registered address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇
PARTY C: SHENZHEN NEPSTAR INFORMATION TECHNOLOGY SERVICES CO., LTD.
Registered address: Nepstar Building A-15D, Nanshan District, Shenzhen
Whereas:
1. [Regional Nepstar Company] (the "Company") is a limited liability company
incorporated in [Place of Regional Nepstar Company] in accordance with law
of People's Republic of China ("PRC");
2. Party A is a limited liability company registered and incorporated in
Shenzhen in accordance with law of PRC;
3. Party B is a limited liability company registered and incorporated in
Shenzhen, with its equity interest wholly owned by Feng Tu;
4. Party C is a limited liability company registered and incorporated in
Shenzhen, with its equity interest wholly owned by ▇▇▇▇▇▇ ▇▇▇▇;
5. Party B has entered into a equity interest transfer agreement on April 28,
2007 to obtain [35%] of the equity interest in the Company; and
6. Party C has entered into a equity interest transfer agreement on April 28,
2007, to obtain [16%] of the equity interest in the Company; and
THEREFORE, to confirm the rights and obligations of the parties hereof as the
shareholders of the Company, upon friendly discussion, Party A, Party B and
Party C enter into this Agreement in accordance with the following provisions:
1. DEFINITIONS
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Unless otherwise provided herein, the following terms shall have the
following meanings:
1.01 "Party A Affiliate Company" means any other party or company directly
or indirectly owned or controlled by China Nepstar Chain Drugstore
Ltd. (a company with limited liability incorporated in accordance
with the laws of Cayman Islands, that indirectly holds the whole
equity interest in Party A);
1.02 "Party B's Shareholder": Feng Tu;
1.03 "Party C's Shareholder": ▇▇▇▇▇▇ ▇▇▇▇;
1.04 "Company" means the [Regional Nepstar Company];
1.05 "Articles of Association" means the articles of association of the
Company;
1.06 "Shareholders' Meeting" means the shareholders meeting of the
Company;
1.07 "Board of Directors" means the board of directors of the Company.
1.08 "Effective Date" means the date on which this Agreement becomes
effective in accordance with Section 18.04.
2. NAME, REGISTERED ADDRESS AND LEGAL REPRESENTATIVE OF SHAREHOLDERS
2.01 The shareholders of the Company include:
SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
Registered address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Legal Representative: ▇▇▇▇▇ ▇▇▇▇▇
SHENZHEN NEPSTAR MANAGEMENT CONSULTING CO., LTD.
Registered address: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇-▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ Legal Representative: Feng Tu
SHENZHEN NEPSTAR INFORMATION TECHNOLOGY SERVICES CO., LTD.
Registered address: Nepstar Building A-15D, Nanshan District,
Shenzhen Legal Representative: ▇▇▇▇▇▇ ▇▇▇▇
2.02 Representation and Warranty
Party A, Party B and Party C hereby represent and warrant
respectively:
(1) that it has corporate power and authority to enter into this
Agreement and
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perform its obligations hereunder;
(2) that its representative signing on this Agreement has obtained
due authorization to sign this Agreement according to a valid
power of attorney or an authorization letter in other form, the
duplicate of such power of attorney or authorization has been
provided to other parties hereof; and
(3) that on and after the Effective Date, this Agreement constitutes
a valid and legally binding obligation of such party.
2.03 Special Warranty of Party B and Party C
To ensure normal operation of the Company, Party B and Party C hereby
warrant respectively:
(1) to maintain legal existence of the Company, Party B and Party C,
and without prior written consent of Party A, not to dissolve,
liquidate, suspend or cease operation or cancel registration;
(2) that other than holding equity interest in the Company, without
prior written consent of Party A, neither Party B nor Party C may
engage in any lending, operation and/or investment activity or
increase or decrease of its registered capital; and
(3) that except as provided in Section 5.03 of this Agreement,
without prior written consent of Party A, neither Party B nor
Party C may transfer all or part of its equity interest in the
Company to any third party, and except for any pledge for the
benefit of Party A, neither Part B nor Party C may create any
mortgage, pledge or other encumbrance on its equity interest in
the Company.
3. NAME, LEGAL ADDRESS AND NATURE OF THE COMPANY
3.01 Name of the Company
Name of the Company is: [Regional Nepstar Company] Legal Address of
the Company is: [_________]
3.02 Form of the Company
The Company shall be a PRC enterprise legal person incorporated in
accordance with and governed by the laws of China, and all of its
activities shall comply with laws, regulations and other relevant
rules of China.
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The Company shall be a limited liability company. The liability of
each shareholder for the Company shall be limited to the respective
amount of capital contribution to the registered capital of the
Company made by such shareholder.
4. BUSINESS SCOPE OF THE COMPANY
4.01 Business Scope of the Company
Retail of Chinese traditional medicine, chemical medicine,
antibiotics, biochemical products; general merchandise, cosmetics,
foods (excluding ready for consumption foods), medical device, photo
print and process, marketing consultation. The Company is allowed to
set up branches.
5. REGISTERED CAPITAL AND CONTRIBUTION RATIO
5.01 Registered Capital
The Registered Capital of the Company is Renminbi [5,000,000].
5.02 Contribution Ratio
The contribution of each shareholder to the registered capital of the
Company is:
(1) Party A contributes RMB[____] in cash, accounting for 49% of the
registered capital;
(2) Party B contributes RMB[____] in cash, accounting for 35% of the
registered capital;
(3) Party C contributes RMB[____] in cash, accounting for 16% of the
registered capital.
5.03 Transfer of Equity interest
(1) Without prior written consent of Party A, neither Party B nor
Party C may transfer all or part of its equity interest in the
Company to any third party, or create any mortgage, pledge or
other encumbrance on its equity interest other than pledge for
the benefit of Party A;
(2) Party A has the right, as it considers necessary, to request
Party B's Shareholder and/or Party C's Shareholder to transfer
all or part of its
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equity interest in Party B and/or Party C to any third party
designated by Party A which satisfies the requirements of PRC
laws and regulations. The price of such transfer shall be equal
to the registered capital represented by such equity interest,
unless then applicable PRC laws and regulations require
evaluation of the equity interest or have other restrictions with
respect to the transfer price. If then applicable PRC laws and
regulations require evaluation of the equity interest or have
other restrictions with respect to the transfer price, the
parties agree that the price for the equity interest to be
transferred shall be the lowest as permitted by applicable laws
and regulations. When Party A requests for a transfer of the
equity interests in accordance with this paragraph, Party B
and/or Party C (as the case may be) shall assist their respective
Shareholders to transfer such equity interests to such third
party designated by Party A, execute all documents and assist
Part A in all procedures necessary to effect such transfer;
(3) When permitted by PRC laws and regulations, Party A has the right
to request Party B and/or Party C to sell all or part of its
equity interest in the Company to Party A or any third party
designated by Party A that satisfies the requirements of PRC laws
(unless there are other requirements under PRC laws and
regulations). The price for the equity interest to be transferred
shall be equal to the purchase price initially paid by Party B
and/or Party C, unless then applicable PRC laws and regulations
require evaluation of the equity interest or have other
restrictions with respect to the transfer price. If the then
applicable PRC laws and regulations require evaluation of the
equity interest or have other restrictions with respect to the
transfer price, the parties agree that the price for the equity
interest to be transferred shall be the - lowest as permitted by
applicable laws and regulations. When Party A requests for a
transfer of the equity interests in accordance with this
paragraph, Party B and/or Party C (as the case may be) shall
transfer such equity interest to Party A or such third party
designated by Party A, execute all documents and assist Party A
in all procedures necessary to effect such transfer;
(4) Party A has the right to transfer its equity interest in the
Company to any Party A Affiliate Company and Party B and Party C
hereby unconditionally and irrevocably consent to such transfer
and agree to waive any right of first refusal towards such equity
interest transfer. Party B and Party C shall execute all
documents and assist Party A in all procedures necessary to
effect such transfer; and
(5) Party A has the right to transfer its equity interest in the
Company to any third party other than Party A Affiliate
Companies. With respect to such
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equity interest, under the same condition, Party B and Party C
shall have right of first refusal, and each of Party B and Party
C shall have the right to choose to transfer all of its equity
interest in the Company to the assignee of Party A under the same
condition and price. To the extent as permitted by relevant PRC
laws and regulations, such assignee shall purchase such equity
interest.
6. SHAREHOLDERS' MEETING
6.01 Organization of Shareholders' Meeting
The Company shall have Shareholders' Meeting which shall consist of
all shareholders and is the highest power body of the Company.
6.02 Power of Shareholders' Meeting
The Shareholders' Meeting of the Company shall have the following
power:
(1) to determine the operation policies and investment plans of the
Company;
(2) to appoint and replace directors and determine the compensation
of relevant directors;
(3) to appoint and replace the supervisors occupied by the
representative of shareholders and determine the compensation of
relevant supervisors
(4) to review and approve the reports of the Board of Directors;
(5) to review and approve the reports of the supervisors;
(6) to review and approve annual financial budget proposals and final
accounting proposals;
(7) to review and approve the profit distribution plans and loss
cover plans of the Company;
(8) to adopt resolution upon issuance of bonds of the Company;
(9) to adopt resolution upon increase or decrease of registered
capital of the Company;
(10) to adopt resolutions with respect to merger, split-up,
dissolution, liquidation or change of company form of the
Company; and
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(11) to make and amend the Articles of Association of the Company.
6.03 Convening of Meetings of Shareholders' Meeting
(1) The Shareholders shall hold a Shareholders' Meeting once every
year in March of every year. Any shareholder, three directors or
the supervisor may propose to convene special meeting of the
Shareholders' Meeting;
(2) The Shareholders' Meeting shall be convened by the Board of
Directors and chaired by the Chairman. In case that the Chairman
is unable to perform his/her duty, the vice chairman or another
director designated by the Chairman will chair;
(3) To convene a Shareholders' Meeting, all shareholders shall be
notified fifteen days prior to the meeting. The resolutions of
the Shareholders' Meeting adopted for the matters discussed shall
be recorded in the minutes and shareholders attending such
meeting shall sign such minutes thereon.
6.04 Vote of the Shareholders' Meeting
(1) On a Shareholders' Meeting, the shareholders shall exercise its
voting right in proportion to its shareholding. Each shareholder
has the right to delegate its voting right to other shareholder
in the form of written authorization.
(2) Resolutions concerning amendment of the Articles of Association
of the Company, increase or decrease of registered capital and
merger, split-up, dissolution or change of company form of the
Company shall be adopted by shareholders representing more than
two-thirds of the voting power of the Company, while resolutions
concerning other matters shall be adopted by shareholders
representing more than 50% of the voting power of the Company.
7. BOARD OF DIRECTORS
7.01 Organization of Board of Directors
The Company shall have a Board of Directors consisting of five
directors. Party A has the right to nominate three Directors, Party B
and Party C shall each have the right to nominate one Director. The
Directors shall be approved by the shareholders of the Company. If
one shareholder has delegated its voting right to other shareholder
in accordance with Section
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6.04(1) hereof, then such authorized shareholder has the right to
nominate the Director or Directors to be nominated by the delegating
shareholder based on the authorization. Party A, Party B and Party C
agree to vote to elect the Directors nominated in accordance with
this Section 7.01. The term of Director shall be three years and
Directors may be reelected.
The chairman of the Board of Directors shall be appointed by a
majority of the Directors. The chairman is the legal representative
of the Company.
7.02 Power of Board of Directors
The Board of Directors shall be responsible to the shareholders and
has the following power:
(1) to convene shareholders meeting and report to the shareholders;
(2) to implement the resolution of the shareholders;
(3) to determine operation plans and investment plans of the Company;
(4) to determine the annual financial budget proposals and final
accounting proposals of the Company;
(5) to propose the profit distribution plans and loss offset plans of
the Company;
(6) to propose the plan to increase or decrease the registered
capital by the Company and the plan to issue company bonds;
(7) to plan merger, split-up, dissolution or change of company form
of the Company;
(8) to determine the internal management organizations of the
Company;
(9) to hire or dismiss the general manager, vice general manager and
financial controller of the Company as well their compensation;
(10) to determine the management systems of the Company; and
(11) other power provided by the Articles of Association of the
Company.
7.03 Convening of Meeting of Board of Directors
(1) The Board of Directors shall hold annual meeting once every year,
hold
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annual meeting once every year. The annual meeting is regular
meeting of the Board of Directors, to be convened in March every
year. Any shareholder, two directors or the supervisor may
propose to convene special meeting of the Board of Directors. The
meeting of the Board of Directors will be effective only with
attendance of more than three directors; in case less than three
directors, the chairing person of such meeting shall adjourn the
meeting and arrange for another time of such meeting.
(2) The meeting of the Board of Directors shall be convened and
chaired by the Chairman. In case the Chairman is unable to
perform his/her duties, the vice chairman or another director
designated by the Chairman shall chair such meeting.
(3) To convene a meeting of the Board of Directors, all Directors
shall be notified ten days prior to the meeting. The resolutions
of the Board of Directors adopted for the matters discussed shall
be recorded as minutes with directors attending such meeting
signing thereon.
7.04 Voting of the Board of Directors
(1) Each Director has one vote.
(2) All resolutions of the Board of Directors will be effective only
if approved by more than half of the Directors attending the
meeting of the Board of Directors. Each Director has the right to
delegate his/her voting right on the meeting of the Board of
Directors to other Director.
7.05 Responsibility of Legal Representative
The Chairman is the legal representative of the Company. The legal
representative has the following responsibilities:
(1) to chair the meeting of the Shareholders' Meeting;
(2) to convene and chair the meeting of the Board of Directors;
(3) to examine the implementation of the resolutions of the Board of
Directors;
(4) to nominate candidates for the general manager of the Company;
(5) to sign the legal documents of the Company; and
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(6) other responsibilities delegated by laws, regulations, Articles
of Associations or the Shareholders' Meeting of the Company.
If the Chairman is unable to perform his/her duty, the vice chairman
or another Director designated by the Chairman to perform his/her duty
alternatively.
8. GENERAL MANAGER
8.01 Appointment of General Manager
The general manager shall be nominated by the Chairman and appointed
or dismissed by the Board of Directors. The term of the general
manager shall be three years and may be extent.
8.02 Responsibilities of General Manager
The general manager shall be responsible to the Board of Directors
and have the following responsibilities:
(1) to manage the production, operation and administration of the
Company and organize implementation of resolutions of the Board
of Directors;
(2) to organize implementation of the annual operation plans and
investment plans of the Company;
(3) to draft the fundamental internal management system of the
Company
(4) to work out specific rules of the Company;
(5) to determine the employment or dismissal of officers other than
those to be employed or dismissed by the Board of Directors; and
(6) other responsibilities delegated by the Board of Directors.
The general manager shall have the right to attend the meetings of the
Board of Directors.
9. SUPERVISORS
9.01 Appointment of Supervisors
The Company shall have two supervisors to be appointed by the
shareholders. The term of the supervisors shall be three years. The
directors,
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general manager and financial controller cannot take the position of
supervisor simultaneously.
9.02 Power of Supervisors
The supervisors shall have the following power:
(1) to examine the finance of the Company;
(2) to oversee the violation of law, regulation or the Articles of
Association of the Company by the directors or senior officers
during performance of their duties to the Company ;
(3) to require the directors and managers to correct misconduct of
directors and senior officers when such misconduct is against the
benefit of the Company; and
(4) to propose to convene temporary meetings of the Shareholders'
Meeting.
The supervisors may attend the meetings of the Board of Directors.
10. OPERATION AND MANAGEMENT OF THE COMPANY
10.01 To ensure normal operation and business development of the Company,
the Company will continue using the trade name of Party A and
obtaining product supply, logistics service and IT support and other
support from Party A. Therefore, the Company shall enter into Trade
Name License Agreement, Product Supply Agreement and Logistics
Service and IT Support Agreement with Party A.
10.02 With respect to resolutions of the shareholders in connection with
all matters related to operation and management of the Company, each
of Party B and Party C hereby agrees to delegate its voting right as
a shareholder to Party A. Further, with respect to resolutions of the
Board of Directors in connection with all matters related to
operation and management of the Company, each of Party B and Party C
hereby agrees to delegate the voting right of the Director nominated
by it to the Directors nominated by Party A.
11. EMPLOYMENT
11.01 The Company will employ employees inside PRC and enter into labour
contracts with such employees in accordance with PRC laws and
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regulations. Such contract will set forth employment, dismissal,
compensation, benefit, labour protection, labour insurance,
confidentiality and other matters.
11.02 The qualification and quantity of employees of the Company shall be
in conformity with the need of operation of the Company as determined
by the Board of Directors.
11.03 The Company will take various measures to strengthen business and
technology training of employees and establish assessment system to
make the production or managing skills of the employees satisfy the
need of development of the Company. The Company shall comply with the
regulations concerning protection of employees' legal interest,
labour protection and safe production of PRC governments.
12. CORPORATE FINANCE AND ACCOUNTING
12.01 The Company shall establish corporate accounting systems, make
account books and record accounting independently in accordance with
PRC laws and regulations.
The finance systems will be established in accordance with the
Articles of Association of the Company. The Company shall adopt the
calendar year as its fiscal year, commencing from January 1 and
ending on December 31 of that year.
12.02 The Company shall prepare financial reports at the end of each fiscal
year and cause such reports audited. Such finance report shall
include the following finance statements and detailed schedule:
(1) balance sheet;
(2) income statement;
(3) cash flow statement;
(4) financial statement analysis; and
(5) profit distribution sheet.
12.03 In distributing after-tax profit of current year, the Company shall
allocate ten percent of the profit into the statutory reserve fund of
the Company. The Company may cease such allocation when the total
amount of the reserve fund achieves fifty percent or more of the
Company's registered capital.
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If the Company's statutory reserve fund is not sufficient to cover
losses from prior years, before allocation of statutory reserve fund
according to foregoing, the profit of current year shall first be
used to cover the losses.
After allocation of statutory reserve fund from the after-tax profit,
upon resolution of the Shareholders' Meeting, the Company may
allocate from the after-tax profit to the voluntary reserve fun.
12.04 After allocation from the after-tax profit to reserve fund in
accordance with Section 12.03, the Company may make profit
distribution to the shareholders. Upon resolution adopted by
unanimous consent of the Shareholders' Meeting, the profit may be
distributed not in proportion to capital contribution.
13. DISSOLUTION AND LIQUIDATION
13.01 The Company may be dissolved due to the following reason:
(1) the occurrence of dissolution event as provided by the Articles
of Association of the Company;
13.02 Liquidation
(1) Except in the case of merger or split-up or otherwise provided by
law, liquidation is required. If the Company is dissolved due to
reasons other than compulsory order, the Shareholders' Meeting
shall organize a liquidation group to commence liquidation within
fifteen days from occurrence of liquidation event. The specific
liquidation procedures are set forth under the Articles of
Association of the Company.
14. BREACH AND TERMINATION OF AGREEMENT
14.01 This Agreement may be terminated due to any of the following events:
(1) that the Company is dissolved due to the reason provided by
Section 13.01 hereof;
(2) that Party A terminates this Agreement according to Section 14.02
hereof; or
(3) that it is impossible to continue implementation of this
Agreement because of occurrence of force majeure as provided by
Article 16 hereof.
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14.02 The following events shall be deemed as breach of contract by Party B
and/or Party C, in which case, Party A has the right to terminate
this Agreement by providing written notice to Party B and Party C, or
require Party B and/or Party C to transfer its equity interest to
Party A or any third party designated by Party A in the price equal
to the price for obtaining such equity interest. Meanwhile, Party A
will have the right to require Party B and/or Party C to assume
liability for its breach of contract and indemnify losses caused to
Party A or any Party A's Affiliate Company:
(1) that without written consent of Party A, the ownership of Party B
and/or Party C is changed in any way;
(2) that Party B and/or Party C, in breach of its warranty hereunder,
transfer its equity interest in the Company to any third party
without written consent of Party A;
(3) that Party B and/or Party C fail to transfer its equity interest
to Party A or the third party designated by Party A in accordance
with this Agreement;
(4) that the bankruptcy action or claim of forced debt settlement or
liquidation against Party B and/or Party C has been raised or
Party B and/or Party C commence dissolution and liquidation
procedures voluntarily without written consent of Party A;
(5) that Party B and/or Party C, as well as Party B's Shareholder
and/or Party C's shareholder are in breach of its confidentiality
obligation and/or no-competition obligation under Article 15
hereof; or
(6) other action by Party B and/or Party C in breach of other
provisions of this Agreement.
14.03 Upon termination of this Agreement, the rights and obligations of the
parties hereof under Article 15 and 17 shall continue to be valid.
15. CONFIDENTIALITY
15.01 Confidentiality
The parties to this Agreement acknowledge and confirm that any oral
or written materials exchanged with each other concerning this
Agreement are confidential. All parties shall keep all of such
materials in confidentiality and may not disclose to any third party
any relevant
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material without written consent of other parties, except (a)
materials that have been or will be known by the public (only if it
is not disclosed by the receiving party to the public without
permission); (b) materials disclosed as required by applicable law or
rules or regulations of any stock exchange; or (c) materials
disclosed to the legal or financial advisor of any party in
connection with the transaction as involved herein, provided that
such legal or financial advisor shall assume similar confidential
responsibility as that under this provision. The disclosure by any
employee or engaged entity of either party will be deemed as
disclosure of such party and such party shall be liable for its
breach in accordance with this Agreement.
15.02 No-competition
During the term of this Agreement and the subsequent three years,
wherever in the world, except establishing the Company or other
enterprise engaging business in the same area as the Company jointly
with Party A, Party B and/or Party C may not directly engage in or
separately or jointly with any third party invest in any enterprise
to engage in business in the same area as the Company or other
similar business.
Except through Party A or the Company or other enterprise engaging
business in the same area as the Company established by Party B and
Party C jointly with Party A, the Party B's Shareholder and/or Party
C's Shareholder may not directly engage in or separately or jointly
with any third party invest in any enterprise to engage in business
in the same area as the Company or other similar business.
16. FORCE MAJEURE
16.01 "Force Majeure" means any event that is beyond the reasonable control
of one party and is not avoidable even under reasonable attention of
the affected party, including without limitation, governmental act,
natural power, fire, explosion, storm, flood, earthquake, tide,
lightening and war, provided that, the deficiency of credit, capital
or fund-raising shall not be deemed as an event out of reasonable
control of one party. The party affected by Force Majeure shall
notify such exemption event to the other party as soon as possible
16.02 In the event of delay or suspension of implementation of this
Agreement due to any Force Majeure as defined above, the party
affected by such Force Majeure will not be required to assume any
liability under this Agreement in the extent of delay or suspension.
The affected party shall take appropriate measures to diminish or
eliminate the influence of such Force Majeure and shall try to resume
with performance of obligation
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delayed or suspended by such Force Majeure. Upon elimination of Force
Majeure, the parties agree to resume performance under this Agreement
at its best effort.
17. DISPUTE RESOLUTION
17.01 This Agreement shall be governed by and interpreted according to PRC
law.
17.02 In event of any dispute arising among the parties concerning the
interpretation and implementation of any provision under this
Agreement, the parties shall resolve such dispute through discussion
in good faith. In case of failure to discuss, any party may submit
relevant dispute to China International Economic and Trade
Arbitration Commission for arbitration in accordance with its then
valid arbitration rules. The place of arbitration shall be Shenzhen
and the language to be used in such arbitration shall be Chinese. The
arbitration award shall be final and binding on the parties.
18. MISCELLANEOUS
18.01 Any notice sent by any party hereto for exercise or performance of
its right or obligation under this Agreement shall be made in
writing. In case of personal delivery, the notice will deemed to be
delivered at the time when delivered; in case of tele-fax or
facsimile, at the time of transmission. If the delivery date is not a
business day or the delivery is made after business time, the next
following business day of such date will be the delivery date. The
delivery place refers to the addresses of the parties hereto on the
first page of this Agreement or other addresses notified at any time
in writing. In writing includes in facsimile and tele-fax.
18.02 The parties acknowledge that upon effectiveness, this Agreement shall
constitute the complete agreement and understanding among the parties
hereto with respect to the content hereunder and shall supersede all
oral and/or written agreement and understanding related to the
content of this Agreement achieved by the parties before this
Agreement.
Notwithstanding foregoing, the parties acknowledges that before Party
B and Party C become shareholders of the Company, Party A, Party B
and Party C have entered into a series of contractual documents,
including without limitation, Loan Agreement, Equity Pledge
Agreement, Product Supply Agreement, Trade Name License Agreement and
Logistics Service and IT Support Agreement. If there is any conflict
with respect to the same matter between such contracts and this
Agreement, the provision of such contracts shall prevail.
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18.03 If any provision under this Agreement is held to be invalid or
unenforceable due to conflict with relevant law, then such provision
shall be deemed to be invalid only in the extent of jurisdiction of
relevant law and may not affect the legal effect of other provisions
hereof
18.04 This Agreement as well as any amendment, supplement or modification
hereto shall be made in writing and will become effective after
signed and sealed by the parties.
18.05 The Shareholders' Meeting will draft and adopt the Articles of
Association of the Company in accordance with this Agreement. If
there is any conflict between the Articles of Association of the
Company and this Agreement, this Agreement shall prevail.
18.06 This Agreement is made in Chinese with six originals. Each of Party
A, Party B and Party C has one original, with the rest used for
registration and filing. Each original shall have the same legal
effect.
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IN WITNESS WHEREOF, the parties have signed or caused its legal representative
or authorized representative to sign this Agreement as of the date first above
written.
PARTY A: SHENZHEN NEPSTAR PHARMACEUTICAL CO., LTD.
Legal Representative: ▇▇▇▇▇ ▇▇▇▇▇
Seal:
PARTY B: SHENZHEN NEPSTAR MANAGEMENT CONSULTING CO., LTD.
Legal Representative: Feng Tu
Seal:
PARTY C: SHENZHEN NEPSTAR INFORMATION TECHNOLOGY SERVICES CO., LTD.
Legal Representative: ▇▇▇▇▇▇ ▇▇▇▇
Seal:
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