Attached files
Exhibit
10.5
Agreement
This
Agreement (hereinafter referred to as “the Agreement”)
was signed by and among the following parties in Nanning, Guangxi
Zhuang Autonomous Region on March 15, 2016
(1)
Guangxi Medical
University Friendly Hospital Management Co., Ltd (hereinafter
referred to as “Project Company”)
Residence: Nanning
City, National Road 131, Hang Yang City, Building 1, 23rd
floor
Legal
Representative: Ji Li
Contact: Yubo
Jiang
Address: Nanning
City, National Road 131, Hangyang International City, Building 1,
23rd floor
Tel:
0771-5715235
Fax:0771-5715238
Email:
ychiang@163.com
(2)
Nanning Tongji
Hospital, Inc. (hereinafter referred to as “Tongji
Hospital”)
Residence: Nanning
City, Beiji Road, No.5
Legal
Representative: Yunhui Yu
Contact: Yuan
Li
Address: Nanning
City, Xiangbin Road No. 63 Jingdu Business Hotel 12nd
floor
Tel:
0771-2020000
Fax:0771-2020011
Email:
2879447429@qq.com
(3)
Guangxi Tongji
Pharmaceutical Group Co., Ltd (hereinafter as “Tongji
Group”)
Residence: Nanning
City, Beiji Road, No.5
Legal
Representative: Yunhui Yu
Contact: Yuan
Li
Address: Nanning
City, Xiangbin Road No. 63 Jingdu Business Hotel 12nd
floor
Tel:
0771-2020000
Fax:0771-2020011
Email:
2879447429@qq.com
(4)
Yunhui Yu, Liyu
Chen
Residence: Nanning
City, Jinpu Road, NO. 22nd, Building 3rd, Room 2-101
ID
Number: 1. 450103196212052597
2. 450106197307130563
Contact
Address: Nanning City, Jinpu Road, NO. 22nd, Building 3rd, Room
2-101
Tel:
18607711789
Fax:
Email:
1790678912@qq.com
(The
above signatories are collectively referred to as "the Parties",
individually "the Party"; Tongji Hospital, Tongji Group, Yu
Yunhui and Chen Li are collectively referred to as "Tongji
Party").
1
WHEREAS,
1. The Parties are
legal persons or other organizations effectively established and
validly existing in accordance with the laws of the People's
Republic of China (Hereinafter referred to as "China", for the
purpose of this Agreement, excluding the Hong Kong Special
Administrative Region, the Macao Special Administrative Region and
Taiwan), or are natural persons with full civil
capacity.
2. Tongji Group is the
controlling shareholder of Tongji Hospital, holding 90% equity of
Tongji Hospital, Liyu Chen, Yunhui Yu's wife, holds the remaining
10% equity of Tongji Hospital; Yunhui Yu is the controlling
shareholder of Tongji Group, holding 90% equity of Tongji Group,
and Liyu Chen holds the remaining 10% equity of Tongji Group
.Yunhui Yu, Liyu Chen are the actual controllers of Tongji
Hospital.
3. "Nanning Langdong
Hospital Project" (hereinafter referred to as "the Langdong
Hospital Project" or "the Project") is located at the intersection
of Jinhu Road and Xiangbin Road in Langdong, Nanning City
(belonging to the third industry area of Langdong Group Eight), the
project owner is the Langdong Group Eight of Nanning City Qingxiu
District Nanhu Street Office (hereinafter referred to as "the
Langdong Group Eight"). The Project was formerly known as Langdong
Group Eight Third Industry Complex Building Project (i.e. "Business
Building Project"). On January 16, 2013, the Langdong Hospital
Project obtained the official response by Nanning Development and
Reform Commission of the Approval
of Nanning Langdong Hospital Project (South Development and
Reform Commission [2013] No. 5).
4. On February 6,
2008, Langdong Group Eight and Tongji Hospital signed the
Cooperation Agreement of
Developing "Tongji Langdong Hospital" (contract number:
LD-2008-02-06. Hereinafter referred to as "The Development
Contract"), The two sides agreed to cooperate in the development of
Langdong Hospital and other related matters.
5. On March 13, 2008,
Langdong Group Eight and Tongji Hospital signed the Supplementary Agreement of Langdong Group
Eight's Business Building Project; then Langdong Group Eight
and Tongji Hospital signed the
Supplementary Agreement of Langdong Group Eight's Business Building
Project (hereinafter referred to as the "Supplementary
Agreement"), and further stipulate the relevant issues concerning
the construction period, lease term and rent of the Langdong
Hospital.
6. At the same time as
this Agreement is signed, Langdong Group Eight, the Project Company
and Tongji Hospital executed the "Agreement" (see Appendix I, hereinafter
referred to as "Tripartite Agreement") and terminated the
"Development Contract" and "Supplementary Agreement", and Tongji
Hospital quitted the project construction, and the Project Company
replaced Tongji Hospital to continue to cooperate with Langdong
Group Eight to develop Langdong Hospital Project.
Based
on the above facts, according to the "Contract Law of the People's
Republic of China " and other relevant laws and administrative
regulations, by friendly negotiation, the Parties hereby agreed to
the agreement of the undertake, cooperation and other related
matters of Langdong Hospital Project, and specifically entered into
this Agreement to comply with.
2
Article 1 As for the relevant facts
concerning the basic situation of the Langdong Hospital project,
the Tongji Party jointly and irrevocably confirmed and committed to
the Project Company:
1.
Before the
cooperation of developing the Longdong Hospital Project between
Tongji Hospotal and Langdong Group Eight, the Langdong Group Eight
respectively signed agreements with Guangxi Jingjian Real Estate
Development Co., Ltd. (hereinafter referred to as "Jing Jian
Company") and Guangxi Nanning Ting You Yu Xiang Commercial Co.,
Ltd. (hereinafter referred to as " Ting You Yu Xiang ") to
develop the Langdong Group Eight’s Third Industry Complex
Building Project (the “Business Building Project”),
which is the predecessor of the Project. In addition to Jing
Jian Company, Ting You Yu Xiang, and Tongji Hospital, the Langdong
Group did not sign any cooperation agreement with any other
interested parties on the development and cooperation of the
Langdong Hospital Project or its predecessor, Lang Dong Group Eight
Third Industry Complex Project (ie "Business Building") or other
related agreement.
2.
After Tongji
Hospital replaced Jing Jian Company and continued to develop
Langdong Hospital Project in cooperation with Langdong Group Eight,
Tongji Hospital’s payment that should be paid to Jing Jian
under relevant agreements has been fully paid, and there are no
existing or potential disputes in between the Tongji Party and Jing
Jian Company and Langdong Group Eight, and Jing Jian Company has no
or no right to claim rights to any related parties..
3.
After Tongji
Hospital replaced Jing Jian Company and continued to develop
Langdong Hospital Project in cooperation with Langdong Group Eight,
the payment of RMB 5,050,000 to Ting You Yu Xiang by Tongji
Hospital under relevant agreements is unpaid. Other than that, the
Tongji Party has no existing or potential disputes with Jing Jian
Company and Langdong Group Eight, and Jing Jian Company has no or
no right to claim rights to any related parties. Because Ting You
Yu Xiang couldn’t be reached, Tongji Hospital agreed that the
Project Company could withhold $6 million from the consideration
funds under this Agreement as a later settlement of its dispute
with Ting You Yu Xiang.
4.
After this
agreement is signed, Tongji Group and Tongji Hospital will sign
relevant agreements with the actual constructor party, Shengdong
Li, who is responsible for sealing the top of the part from the
fourth floor of the ground to the eighteenth floor, to agree
matters related to the construction and relevant matters of the
Langdong Hospital Project.
5.
The Tongji Group,
Langdon Group Eight, Shengdong Li and Guangxi Construction
Engineering Group Co., Ltd have reached an agreement on the
solution of Shengdong Li in Guangxi Construction Engineering Group
Co., Ltd., and the Tongji Party promised to sign the relevant
documents at the same time with Shengdong Li and Guangxi
Construction Engineering Group Co.(if need).
6.
Tongji Hospital and
Langdong Group Eight strictly perform in accordance with the
Development Contract and Supplementary Agreement. The two Parties
did not have any disputes or potential disputes, and there is no
circumstance in which Tongji Hospital has unpaid payable to
Langdong Group Eight, or Langdong Group Eight returns the paid
payments to Tongji Hospital.
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7.
The total amount of
urban land usage tax and other tax payable of Tongji Hospital on
the Nanning Langdong Hospital Project is estimated to be RMB 1.83
million. The actual amount is to be determined by the tax amount
specified in relevant documents of the Inland Revenue Department.
Except for this payment, Tongji Party has no other unpaid payable
taxes on the Nanning Langdong Hospital project.
8.
Except for the
matters disclosed in this Article, the Langdong Hospital Project
does not have any other disputes or potential disputes, and no
other parties claim or have the right to claim to the interested
parties.
9.
Tongji Party
confirmed that Langdong Hospital Project construction work mainly
includes an 18-storey complex building, which has 17 floors that
are above the ground and one floor that is underground. At present, the 17
above ground floors have been built and capped, with a construction
area of 37828.9 square meters (including basement area), and the
water, electricity, internal and external decoration, and fire and
other projects have not been implemented.
10.
Tongji Hospital has
borrowed 3.38 million yuan ( THREE MILLION THREE HUNDRED AND EIGHTY
THOUSAND YUAN) from the Project Company in order to pay Langdong
Group Eight the delinquent payment of the rent of collective land
use right in 2015 and the transition fee (RMB3.30 million) , and
the late payment interest (RMB80,000). The Tongji Party
acknowledged and agreed that the Project Company could use 3.385
million yuan out of the Tongji Hospital consideration in accordance
with this Agreement to pay the foregoing discussed outstanding
principal and interests.
11.
Tongji Hospital had
borrowed from the Project Company RMB60,000 (SIXTY THOUSAND) to pay
the mortgage loans for Liyu Chen and Yunwei Yu borrowed from
Shanghai Pudong Development Bank Nanning Branch, which is used for
purchasing a house located at Nanning City Binhu Road 55, Building
7, Building B18. The Tongji Party acknowledged and agreed that the
Project Company could use RMB60,500 yuan out of the Tongji Hospital
consideration in accordance with this agreement to pay the borrowed
principal and interests.
12.
To reduce the
economic pressure on the Project Company, in respect of the rent
paid by the Project Company in accordance with Appendix I
"Agreement" to Langdong Group Eight, Tongji Hospital voluntarily
assumed the rent of RMB 4 million (FOUR MILLION), and the Tongji
Party acknowledged and agreed that the Project Company could take a
one-time deduction of the 4 million RMB. The contribution Tongji
Hospital made to the rent does not change the fact that the Project
Company is the subject of the project leasing.
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Article
2
The Agreement in respect to resuming construction signed by Guangxi
Construction Engineering Group Co., Ltd., Langdong Group Eight and
the Project Company is the standard to identify the quality of the
Project when the Project Company undertakes the Project. Before the
major part and Project is inspected and accepted, if quality issues
of the Shengdong Li’s construction part caused the Project
Company to suffer loss itself or suffer loss for Langdong Group
Eight, or cause the Project Company to undertake the rework and
administrative penalties and other economic losses, the Project
Company may deduct the actual loss amount from the consideration
paid to Tongji Hospital as a compensation.
Article
3
The Tongji Party promised that pursuant to the requirement of the
Project Company, they shall transfer the Approval to Set Up Medical
Institutions originally approved and sent to the Tongji
Party by Guangxi Zhuang Autonomous Region Health and Family
Planning Commission to the Project Company, or assist the Project
Company to re-apply for the
Approval to Set Up Medical Institutions.
Article
4
In accordance with the facts and promises made by the Tongji Party
in Article 1, and on the condition that the quality of the Project
meeting the qualifying standards as described in Article 2, the
Project Company agreed to replace Tongji Hospital and to cooperate
with Langdong Group Eight to continue to develop the Langdong
Hospital Project and involve in the Project investment. The Tongji
Party confirmed that, the Tongji Hospital had quitted the Langdong
Hospital Project since the effective date of Appendix I,
the Agreement, and the
execution of the Development Contract and the Supplemental
Agreement originally signed by Tongji Hospital and Langdong Group
Eight had been terminated.
Article
5
It is agreed by all Parties that in order to undertake Langdong
Hospital Project, the Project Company shall pay the Tongji Hospital
RMB90 million Yuan (RMB NINTY MILLION). However, because RMB 4
million Yuan was withheld as agreed in Article I Term 12, the
actual payment is 86 million Yuan, and except the payment, the
Project Company does not need to pay any other additional fees to
Tongji Hospital or other Tongji Parties for undertaking Langdong
Hospital Project. Tongji Hospital shall
provide the Project Company with effective tax invoice for the
equivalent amount (tax borne by Tongji Hospital).
Article
6
Payments
1.
The parties confirm
that the consideration in Article 5 of this Agreement shall be paid
by the following methods:
1.1
After the Tongji
Hospital opened an Escrow Account ( hereinafter referred to as the
“Escrow Account”) which is jointly managed by the
Project Company and Tongji Hospital, the Project Company should pay
RMB86 million Yuan in installments according to Article 6 of this
Agreement, among which, unless otherwise agreed, the payment (see
Appendix III: list of objects to pay) and fees to third parties
related to the Langdong Project by the Tongji Party shall be paid
from the Escrow Account. The third parties shall open bank accounts
at the bank where the Escrow Account is opened and shall use such
accounts to receive the payments. The payment shall be transferred
to the third party immediately when paid to the Escrow
Account.
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1.2
Within five working
days after the terms of payment agreed upon in Article 6 (2) are
satisfied, the Project Company Shall pay the initial payment of
RMB3.39 million Yuan to the Escrow Account to pay the debt occured
by Tongji Hospital to CITIC Bank Nanning Branch, in particular,
Number (2015) Gui Yin Wei Debt NO. 011 and (2015) Gui Yin Wei Debt
NO. 012 under the Entrusted Loan
Contract.
1.3
The Project Company
will make the second payment of 2 million yuan to the Escrow
Account as the project management fees and deposit paid by Tongji
Hospital for Langdong Group Eight to Guangxi Construction
Engineering Group Co., Ltd.
1.4
After making the
second payment, the Project Company shall temporarily stop making
payment to the Escrow Account, until Guangxi Construction
Engineering Group Co., Ltd., Langdong Group Eight and the Project
Company signed relevant agreements to continue the construction of
the Project. Notwithstanding the
requirements in this paragraph, if the board of directors of
Project Company could make an exemption resolution according to the
actual situation, the Project Company can resume
payment.
1.5
Once the payments
related to the Langdong Hospital Project paid by the Tongji Party
through the Escrow Account accumulate to RMB40 million Yuan (i.e.
RMB86 million - RMB40million – RMB6million, FORTY THOUSAND
MILLION YUAN), the Project Company shall stop making the payment to
the Escrow Account again.
1.6
After all the
planning procedures (including but not limited to changes in
planning options and "construction project planning permit") are
approved by the relevant administrative departments, the Project
Company shall pay the remaining RMB25 million Yuan (TWENTY FIVE
MILLION YUAN) in installments to the Escrow Account in accordance
with the procedures agreed in this section, so that the Tongji
Party could continue to make payments related to Longdong Hospital
Project to the third parties. Notwithstanding the requirements in
this paragraph, if the board of directors of Project Company could
make an exemption resolution according to the actual situation, the
Project Company can resume payment.
1.7
After the major
part of the Project is inspected and accepted, and the record
procedure is finished, the Project Company shall pay the remaining
RMB 15 million Yuan (FIFTEEN MILLION YUAN) in installments to the
Escrow Account in accordance with the procedures agreed in this
section, so that the Tongji Party could continue to make the
payments related to Longdong Hospital Project to the third parties.
Notwithstanding the requirements in this paragraph, if the board of
directors of Project Company could make an exemption resolution
according to the actual situation, the Project Company can resume
payment.
1.8
Six months after
the major part of the Project is inspected and accepted, and the
record procedure is finished, if the cumulated RMB40 million Yuan
(FORTY MILLION YUAN) mentioned above in Section 1.6 and 1.7 has any
remainder, the Project Company shall pay the remainder directly to
Guangxi Kaiyuan Medical Investment Management Co., Ltd. as the
ininital payment the Tongji Group made in accordance with
the Guangxi Kaiyuan Medical
Investment Management Co., Ltd. Investor Agreement, and if
the remainder is less than 40 million, the Tongji Group need to
make up the financing according to the Guangxi Kaiyuan Medical Investment
Management Co., Ltd. Investor Agreement.
6
1.9
After the Tongji
Hospital executed the settlement agreements to resolve the debt and
credit disputes with Ting You Yu Xiang, or the court makes the
final decision on the debt and credit disputes, the Project Company
will pay the remaining 6 million Yuan (SIX MILLION YUAN) to the
Escrow Account in accordance with this procedureS of the Agreement
for the Tongji Parties to make payment to Ting You Yu Xiang. If
there are remainder after the payment of 6 million to Ting You Yu
Xiang, the Project Company will transfer the remainder to Guangxi
Kaiyuan Medical Investment Management Co., Ltd, as the payment of
the Tongji Group in accordance to the Guangxi Kaiyuan Medical Investment
Management Co., Ltd. Investor Agreement.
2.
After the
following conditions are satisfied, the Project Company is obliged
to start to make payments to Tongji Hospital:
(1)
Langdong Group
Eight, the Project Company and Tongji Hospital executed and
affected the Agreement (see Annex I) pursuant to which the Project
Company undertakes the Project;
(2)
This Agreement is
executed and becomes effective;
(3)
The commitments and
confirmations made by Tongji Fang under Article 1 of this Agreement
are true and valid;
(4)
The Tongji Parties
submitted the payment and payment list (hereinafter referred to as
“List”, see Annex I) to the Project Company in
connection with the Langdong Hospital Project and obtained the
approval of the Project Company.
3.
Payment
Procedures
The
payment under Article 6 shall be applied by Tongji Hospital. Every
time when Tongji Hospital applies for fund payment they should
firstly submit to the Project Company with written application, the
approved and recognized original Agreement (hereinafter referred to
as “Agreement”) signed by Tongji Parties and the
Parties related to the Langdong Hospital Project, and the
Confirmation (original) in
the format in accordance with the Annex II of this Agreement by the
Parties related to the Project. Five workdays after the Project
Company reviews and confirms in accordance with the list, they will
transfer the confirmed payment to the Escrow Account and cooperate
to resign the co-management and let the bank to transfer the
payment to the third party’s account which is set up in the
same bank in which the Escrow Account is set up.
Article
7
Once the Project Company pays the Parties in accordance with the
Article 6 of the Agreement, it is deemed that the Project Company
has paid to Tongji Hospital the consideration agreed in Article 5
of this Agreement. Other than that, the
Project Company does not need to pay any other payments to Tongji
Hospital or other interested parties.
7
Article
8
It is agreed and confirmed by the Parties that, during the
implementation period of the Development Contract and the
Supplementary Agreement, all of the debt duties and creditor rights
occurred in between each other or with other parties, and other
debt duties and credit rights occurred as a result of terminating
the Development Contract and the Supplementary Agreement,
including, but not limited to, any debts, liabilities, disputes or
disputes related to the Langdong Hospital Project or the Langdong
Group Eight of the Third Industry Complex projects prior to the
effective date of this Agreement, shall be undertaken by Tongji
Parties, who are also responsible for the clean-up and settlement,
and the Project Company shall take no responsibilities. Tongji
Party shall ensure that any disputes and disputes shall not affect
the progress of the Langdong Hospital Project to ensure the smooth
progress of the Langdong Hospital project. Otherwise, the Project
Company shall have the right to stop making payment of any amount
to the Escrow Account, and the consequences shall be borne by the
Tongji Party.
Article
9
Tongji Party shall, within 15 working days from the effective date
of this Agreement, submit the original documents (including but not
limited to project submission, planning, land, construction,
environmental assessment and other relevant documents, approval
documents, medical institutions set up approval certificate and
construction, design, planning drawings, etc.) to the Project
Company.
Article
10
The Tongji Party shall call back all of its management,
construction and work and other related personnel as well as the
project materials and machinery, equipment of the Project in the
construction site within the 15 working days from the effective
date of this Agreement, and deliver vacated clean project site and
the project management right to the Project Company in a one-time
basis. Tongji Party shall be
responsible for handling the historical problems of the Project and
ensure that the Project is transferred to the Project Company and
avoid interrupting by any other parties.
Article
11
The Obligation of Tongji Party
1.
Tongji Party shall
cooperate with the Project Company to conduct all the necessary
work (if need) for Langdong hospital project to re-start and make
sure that the Langdong Hospital Project re-start with a smooth
going.
2.
Tongji Party shall
be responsible for informing Guangxi Construction Engineering Group
Co., Ltd about the changes and related matters of project
cooperation within 15 working days since the Agreement is signed,
and shall be responsible for solving the anchored construction
problems of Shengdong Li in Guangxi Construction Engineering Group
Co., Ltd.
3.
If the Langdong
Hospital is completed in the future and they need Tongji
Party’s cooperation during the procedure of final project
acceptance, application for medical institution industry permit,
Tongji Party shall cooperate with the Project Company free of any conditions,
otherwise it is considered as a material breach of
contract.
4.
Tongji Party
undertakes to be jointly and severally liable for the respective
obligations and liabilities that should be performed under this
Agreement.
Article
12
Breach of contract
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1.
The parties shall
perform this Agreement in accordance with the principle of good
faith. If one or more parties do not fulfill their obligations
under this Agreement, they shall constitute a breach of contract
and the other parties shall have the right to require the default
parties to be liable for the losses caused by the
breach. If
there are multiple defaults, the default parties shall bear the
corresponding responsibilities based on specific breach of contract
and the degree of fault respectively. When a party defaults, the
parties which don’t default have the right to terminate this
Agreement and require the default party to compensate for the
loss.
2.
If one party to the
Tongji Parties violates this Agreement, the other parties of the
Tongji Parties are also considered as violating this
Agreement.
3.
If the Tongji
Parties violate the articles in this Agreement, the Project Company
has the right to temporarily stop making payments in accordance
with Article 5 of this Agreement, until the Tongji Parties perform
the Agreement in compliance with the Agreement; if the breach of
Tongji Party causes loss to the compliance party, upon request by
the compliance party, the Project Company has the right to directly
use the remaining unpaid consideration to pay the penalty or the
loss that the violating party is responsible for, and considered as
being paid the equivalent by the Project Company to the Tongji
Hospital. If urged by the compliance party, Tongji Party still
fails to perform in accordance with the Agreement or materially
breaches the Agreement, the Project Company shall have the right to
directly hold the remaining unpaid consideration and consider that
the Project has paid the Tongji Hospital the equivalent amount, and
have the right to terminate the Agreement. However, the Project
Company can’t dicretionally infringe the legitimate rights and
interests of Tongji Party.
4.
If the Project
Company terminates this Agreement in accordance with the contract,
the Tongji Hospital should full return the consideration within 15
workdays paid by the Project Company and interest calculated
according to the annual interest rate of 16% of the funds
(calculation starts from the date when every consideration
deposited to the Tongji Hospital Escrow Account and end at the date
when the Tongji Hospital actually pays back).
5.
If the Project
Company does not make payments to Tongji Party in accordance with
the Agreement, they shall pay the penalty to the Tongji Party a the
daily interest rate of 16% for each day on the basis of the current
unpaid funds and. If they are urged by the Tongji Party and the
payments are still unpaid within 30days after the notice, it could
be considered as a material default.
Article
13
The information disclosed by the parties to each party and as a
result of the executing and performing this Agreement and the
contents of this Agreement constitute confidential information,
unless approved by the parties in writing permission, they shall
not disclose the information to any other third parties except the
parties mentioned in the Agreement, or use on any other irrelevant
purposes. Any disclosure of any party in accordance with mandatory
requirements of laws, administration regulations or the judiciary
department, regulatory department, or disclosure to hired agent,
supervising departments in accordance with the requirements under
regulations of the Agreement, is not a violation of the
confidential responsibility under the Agreement. This article
remains effective even after the Agreement is cancelled or
terminated.
Article
14
The Agreement takes effect from the day Yunhui Yu, Liyu Chen, the
other legal representatives( or authorized representatives) signed
and stamped the official seals.
Article
15
The Project Company shall have the right to terminate this
Agreement if the terms of payment provided for in Article 6 (2) of
this Agreement are not fully satisfied within one year from the
effective date this Agreement.
9
Article
16
Any modification or change to this Agreement shall be subject to
further negotiation by the parties and shall take effect after the
joint signing of the written agreement.
Article
17
Any dispute arising out of or in connection with this Agreement
shall be resolved through friendly negotiation first. If the
negotiation is unsuccessful, each party shall have the right to
apply for arbitration from the China International Economic and
Trade Arbitration Commission. The arbitration will be
conducted in Nanning in accordance with the prevailing arbitration
rules of the Association. The arbitral result is final and legally
binding on all parties.
Article
18
Except provided otherwise in this Agreement or otherwise agreed by
the parties, either party shall bear any costs incurred as a result
of the negotiation, signing, and performance of this
Agreement.
Article
19
The official version of this Agreement shall be made in
quintuplicate, each of which shall be held by each party and have
the same legal effect. The annex has the same effect as an
effective part of this Agreement.
(There
is no text below)
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