The Second Amendment to the Joint Venture Contract relating to the formation of Shanghai Hutchison Pharmaceuticals Limited
Exhibit 10.16
English Translation
The Second Amendment to the Joint Venture Contract relating to the formation of Shanghai ▇▇▇▇▇▇▇▇▇ Pharmaceuticals Limited
by and between
Shanghai Traditional Chinese Medicine Co., Ltd.
Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine (HK) Investment Limited
November 5, 2007
Shanghai Municipality, China
THIS SECOND AMENDMENT TO JOINT VENTURE CONTRACT (the “Amendment No.2”) is entered into by and between the following Parties in Shanghai Municipality, China on this 5th day of November 2007:
11. Shanghai Traditional Chinese Medicine Co., Ltd. (“Party A”)
Registered address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇
Legal Representative: ▇▇▇▇ ▇▇▇ Hua
Title: Chairman
Nationality: Chinese
12. Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine (HK) Investment Limited (“Party B”)
Registered address: ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇
Authorized legal representative: ▇▇. ▇▇▇▇▇ To ▇▇▇ ▇▇▇▇▇
Title: Board Director
Nationality: British
The above parties hereinafter are collectively referred to as the “Parties” and individually referred to as a “Party”.
WHEREAS,
▇▇▇▇▇▇▇▇▇ Chinese Medicine (Shanghai) Investment Limited (“Original Party B”), one of the investing parties of Shanghai ▇▇▇▇▇▇▇▇▇ Pharmaceuticals Limited (the “JVC”), desires to transfer all of its 50% equity interest in the JVC to Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine (HK) Investment Limited, which makes it necessary to amend the Joint Venture Contract (the “JV Contract”) dated January 6, 2001 entered into by the Original Party B and Party A, as amended on July 12, 2001 (the “First Amendment”).
NOW THEREFORE, after negotiations, Party A and Party B agrees to amend the JV Contract as amended by the First Amendment as follows:
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Original: |
THIS EQUITY JOINT VENURE CONTRACT (the “Contract”) is jointly signed in Shanghai Municipality, People’s Republic of China on this sixth day of January 2001 by and between: |
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Party A: Shanghai Traditional Chinese Medicine Co., Ltd.
Party B: ▇▇▇▇▇▇▇▇▇ Chinese Medicine (Shanghai) Investment Limited |
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Amendment: |
THIS EQUITY JOINT CONTRACT (the “Contract”) is jointly signed in Shanghai Municipality, People’s Republic of China on this sixth day of January 2001 by and between Shanghai Traditional Chinese Medicine Co., Ltd. and ▇▇▇▇▇▇▇▇▇ Chinese Medicine (Shanghai) Investment Limited, amended for the first time on the 12th day of July 2001 by and between Shanghai Traditional Chinese Medicine Co., Ltd. and ▇▇▇▇▇▇▇▇▇ Chinese Medicine (Shanghai) Investment Limited, and amended for the second time on November 5, 2007 by and between Shanghai Traditional Chinese Medicine Co., Ltd. and Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine | |
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(HK) Investment Limited. | ||
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14. |
Original: |
The Parties of this Contract are: Party A: Shanghai Traditional Chinese Medicine Co., Ltd., a corporate legal person established and existing pursuant to the laws of the PRC and registered with the Shanghai Municipal Administration for Industry and Commerce, China, with its legal address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇; Fax number: (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇.
The authorized legal representative for this Contract:
Name: ▇▇. ▇▇ Qinfa
Title: Chairman
Nationality: Chinese
Party B: ▇▇▇▇▇▇▇▇▇ Chinese Medicine (Shanghai) Investment Limited, a limited liability company established and existing pursuant to the laws of British Virgin Islands, with its registered address at P.O. Box 957, Offshore Incorporation Centre, Road Town, Tortola, British Virgin Islands and its correspondence address at Room 2018, 22nd Floor, ▇▇▇▇▇▇▇▇▇ House, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇; Fax number: (▇▇▇)▇▇▇▇▇▇▇▇
The authorized legal representative for this Contract:
Name: ▇▇. ▇▇▇▇▇ To ▇▇▇ ▇▇▇▇▇
Title: Board Director | ||
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Amendment: |
The Parties of this Contract are: | |||
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Party A: |
Shanghai Traditional Chinese Medicine Co., Ltd., a corporate legal person established and existing pursuant to the laws of the PRC and registered with the Shanghai Municipal Administration for Industry and Commerce, China, with its legal address at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇; Fax number: (▇▇-▇▇) ▇▇▇▇ ▇▇▇▇.
The authorized legal representative for this Contract:
Name: ▇▇. ▇▇ Qinfa
Title: Chairman
Nationality: Chinese | ||
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Party B: |
Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine (HK) Investment Limited, a limited liability company established and existing pursuant to the laws of Hong Kong, with its registered address at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇; Fax number: (▇▇▇) ▇▇▇▇ ▇▇▇▇
The authorized legal representative for this Contract:
Name: ▇▇. ▇▇▇▇▇ To ▇▇▇ ▇▇▇▇▇
Title: Board Director
Nationality: British |
15. Party B undertakes that after the legal formalities for the transfer of 50% of the equity interest of the JVC to Party B have been completed, Party B shall assume all of the Original Party B’s obligations and liabilities under the JV Contract and the Articles of the Association of the JVC.
16. The validity, interpretation and performance of this Amendment No.2 shall be governed by the laws of the People’s Republic of China.
17. This Amendment No.2 is an integral part of the JVC Contract. Except as otherwise amended and supplemented herein, the JV Contract shall remain in full force and effect. The JV Contract shall be construed and interpreted as if the provisions provided herein were included in the JV Contract.
18. This agreement shall come into effect upon the approval of the original examination and approval authority.
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Shanghai Traditional Chinese Medicine Co., Ltd. | |
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/s/ Xu Qinfa |
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Legal Representative or Authorized Representative (signature and company seal) | |
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Shanghai ▇▇▇▇▇▇▇▇▇ Chinese Medicine (HK) Investment Limited | |
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/s/ Simon To ▇▇▇ ▇▇▇▇▇ |
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Legal Representative or Authorized Representative (signature and company seal) | |
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November 5, 2007 | |