Attached files
| file | filename |
|---|---|
| S-1/A - CHINA JO-JO DRUGSTORES, INC. | v178109_s1a.htm |
| EX-1.1 - CHINA JO-JO DRUGSTORES, INC. | v178109_ex1-1.htm |
| EX-23.3 - CHINA JO-JO DRUGSTORES, INC. | v178109_ex23-3.htm |
| EX-23.1 - CHINA JO-JO DRUGSTORES, INC. | v178109_ex23-1.htm |
Exhibit
99.1
(English
Translation)
AGREEMENT
FOR LOGISTICS SERVICES
This
Agreement for Logistics Services (this “Agreement”) is dated
January 1, 2010, and is entered into by and between Hangzhou Jiuzhou Grand
Pharmacy Chain Co., Ltd. (“Party A”), and
Zhejiang Yingte Logistics Co., Ltd. (“Party B”). Party A
and Party B are referred to collectively in this Agreement as the “Parties.”
The
Parties desire that Party B provide logistics services and other relevant
services to Party A. To clarify the duties and responsibilities of each party,
the Parties agree as follows:
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1.
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RETENTION AND SCOPE OF
SERVICES
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Party A
hereby agrees to retain the services of Party B, and Party B accepts such
appointment, to provide to Party A logistics and other related services (the
“Services”) pursuant to the terms and conditions of this Agreement.
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2.
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TERM OF
AGREEMENT
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The terms
and conditions of this Agreement shall take effect for a period of one year from
January 1, 2010 to December 31, 2010.
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3.
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DUTIES OF THE
PARTIES
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3.1
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Duties
of Party A
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3.1.1
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Party
A guarantees that the pharmaceutical goods and the sources of supplied
goods related to the Services are
legal.
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3.1.2
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Party
A guarantees that Party A’s drug stores related to the Services meet the
requirements of laws and regulations on pharmaceutical
administration.
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3.1.3
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Party
A shall provide Party B with licenses and certificates as necessary to
verify the legitimacy of Party A’s operation. The Parties shall further
enter into a Quality Control
Agreement.
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3.1.4
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Party
A shall provide detailed information of delivered goods to Party B before
delivery, including name of the supplier, delivery address and contact
information. Party A shall provide a letter of permit for Party B’s
employees to take delivery from the supplier and keep a copy for Party A’s
record. The letter of permit must indicate the names and ID numbers of
Party B’s employees. Party A shall provide Party B via Internet a copy of
the order that contains the product name, specification, quantity,
location of production and price of the delivered
goods.
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3.1.5
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Party
A shall give Party B in advance or make notes of on invoice or delivery
order any special handling instruction on inspection, storage and
transportation for freezing or fragile goods. Party B shall inspect and
deliver the goods based on the handling
instructions.
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3.1.6
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Party
A shall timely dispose of unqualified goods and goods that will expire
shortly pursuant to the Quality Control
Agreement.
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3.2
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Duties
of Party B
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3.2.1
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Party
B shall perform the Services in accordance with the Good Supply Practice
(“GSP”). Party B shall start the inspection and delivery upon receipt of
Party A’s notice. Party B shall guarantee the goods be delivered safely
and maintained in good
condition.
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3.2.2
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Party
B shall make prompt and safe “door to door” deliveries to designated
drugstores according to Party A’s notices via Internet, subject to the
following frequency requirements:
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(a)
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Two
deliveries to drugstores located within the city of Hangzhou every day,
except on Sunday.
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(b)
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One
delivery to drugstores located in counties of Fu Yang, Chun An, Tong Lu,
Jian De, Lin An and other regions outside the city of Hangzhou every day,
except on Sunday.
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(c)
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No
more than two expedite deliveries every week to drugstores located within
the city of Hangzhou; otherwise Party B may charge RMB 50 for each
delivery.
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(d)
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Delivery
will also be made to drugstores located within the city of Hangzhou on
holidays other than the Chinese New Year Holidays. Deliveries to
drugstores located in counties and other regions outside the city of
Hangzhou on holidays shall be determined upon specific consultation of the
Parties.
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(e)
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Party
B shall be ready to take delivery at any
time.
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3.2.3
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Party
B shall inquire for goods within the scope of the Services and inform
Party A of the result of the inquiry. Party B shall collect the original
of signed documents for each delivery and submit to Party A’s Financial
Department on a monthly basis.
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3.2.4
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Party
B shall accept rejected goods only upon being represented a Return
Note. Party B shall store the returned goods in conformity with
the requirements of GSP.
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3.2.5
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If
a delivery contains more than one type of goods, Party A shall inspect and
accept each type of goods separately. Party B shall be responsible for any
damage found in Party A’s inspection. Each drugstore shall appoint an
inspector to inspect and accept the goods delivered by Party B and provide
Party B with a name list and signature samples of the
inspectors.
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3.2.6
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Drugstores
shall report to Party A’s main office any request of expedite delivery.
The main office shall notify Party B and make arrangement to take delivery
at the location of Party B.
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3.2.7
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Party
B shall comply with the Quality Control Agreement and the GSP in terms of
inspection, storage and maintenance of
goods.
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3.2.8
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Party
B shall only be responsible for quality issues occurred in the process of
taking delivery, inspection and
transportation.
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3.3
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Charges
to be Determined
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After the
fuel tax is effective, the fuel surcharge shall be determined upon further
consultation of the Parties.
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4.
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RATES AND
PAYMENT
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4.1
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Rates
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Party A
shall pay Party B a fee of 1% of the purchase price of the delivered goods
(“Fee”) (this fee includes expenses and charges for storage, equipment,
facilities, employee salary, daily operating activities and transportation). If
the aggregated purchase price of the goods delivered in one year is less than
RMB 290 million, Party A shall still pay a fee of 1% of RMB 290
million.
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4.2
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Payment
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The Fee
shall be calculated from January 1, 2010. Party A shall pay for the first
quarter an amount of 1/4 x 1% x RMB 290 million. Starting from the
4th
month of 2010, payment shall be made each month based on the actual amount of
the purchase price of delivered goods.
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5.
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LIABILITIES FOR BREACH
OF AGREEMENT
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5.1
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Liabilities
of Party A
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5.1.1
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Party
B may stop its performance of the Agreement if the goods to be delivered
fail to meet the requirements of the laws and
regulations.
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5.1.2
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Party
A shall respond to Party B’s question and request for instruction within
the stipulated time limit and shall be liable for any damage caused by
late response.
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5.2
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Liabilities
of Party B
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5.2.1
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Party
B shall store the goods in conformity with the GSP. Party B shall be
liable for damages if the goods are damaged or lost, or fail to pass the
GSP inspection due to improper care of Party B. If Party A gives packaged
goods to Party B for storage, Party B shall not be liable for any loss or
damaged cause by the defect of inner packaging. Party B shall be liable
for any loss or damage found after Party B’s inspection except for missing
the original packaging in a whole box, unless Party B can prove that the
original packaging is missing in a whole
box.
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5.2.2
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The
Parties shall further enter into a Confidentiality Agreement to protect
the confidentiality of product information. Party B shall not disclose any
confidential information without Party A’s
consent.
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5.2.3
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Party
B shall not dispute with Party A’s customer during delivery and shall
submit any dispute to the Customer Service of Party A. Party B shall
apologize to Party A’s customer if Party B’s employee violates the Code of
Services of the company and shall be liable for any damage caused to Party
A’s customer.
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5.3
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Other
Liabilities
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5.3.1
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Database
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Party
B can use the Zhong Bao System in the prior period, but shall complete the
system integration within the time period as required in the report
submitted to the Administration of Food and
Drug.
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5.3.2
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Penalties
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(1)
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Party
B is subject to a fine of double amount of error if the error is valued
more than 0.5/1000 of the value of delivered goods in a
month.
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(2)
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Party
A’s drugstores shall report any error within half a day; otherwise the
error shall be excused.
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(3)
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If
Party A misstates the amount of error and Party B is able to prove Party
A’s misstatement, Party A is subject to a fine of ten times of the
misstated amount.
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5.3.3
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Circulating
Boxes
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Party
B shall provide circulating boxes for delivery. Party A shall be liable
for any damage of the circulating boxes and shall return these boxes in
clean and good condition within two business days. Party B may reject any
unclean boxes and report to Party A’s office. Any report of improper use
or of circulating boxes is entitled to an award of 50 RMB and the manager
of reported store is subject to a fine of 100 RMB. Party A is entitled to
the cartons carrying the delivered goods. In case of any damage of the
goods, the Parties shall resolve with the supplier. If the no resolution
can be reached, Party B shall pay the damage based on the purchase price
of the goods.
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5.3.4
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Personnel
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Party B
shall hire its own staff to work in the warehouse but may use the personnel of
Party A’s Distribution Center. When necessary, Party A may send employees to
work at Party B’s location at the expense of Party A.
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5.3.5
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Confidentiality
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The
Parties shall further enter into a Confidential Agreement to protect the
confidentiality of product information such as price, quantity of
purchased goods, suppliers, amount of distribution and
quality.
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5.3.6
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Quality
Control
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Party
B shall conduct quality control pursuant to the requirements of GSP. Party
A may send employees to assist Party B with quality control on a regular
or irregular basis.
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(1)
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Party
B shall comply with laws and regulations and terms and conditions under
the Quality Control Agreement.
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(2)
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Party
B shall, without condition, cooperate with Party A in resolving all
quality issues.
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(3)
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Party
B shall comply with the terms and conditions under the Quality Control
Agreement in terms of inspection, maintenance, storage, distribution, and
rejection and handling of unqualified
goods.
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(4)
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Party
B shall report to Party A on a monthly basis any rejected goods or quality
issues. Party A shall respond to such report promptly and give a final
handling instruction for the rejected or unqualified goods within seven
business days and shall be liable for any damage caused by late response.
Party B shall be liable for unqualified goods caused by Party B’s improper
inspection or delivery; Party A shall be liable for unqualified goods
caused by reasons other than Party B’s improper
handling.
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(5)
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Party
B shall collect and keep all the original documents of quality control in
accordance with requirements of GSP, including the record of delivery,
storage, rejection, acceptance, maintenance and distribution, factory
inspection reports, certificates, registration of imported drugs and
inspection reports, and records of returned and unqualified
goods.
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5.3.7
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Management
of Goods
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(1)
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Party
B shall be liable for damages caused by its failure to report any expiring
or unsalable goods.
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(2)
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The
Parties shall further enter into agreement regarding liabilities with
respect of on-time delivery, undelivered goods and inventory
control.
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(3)
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Party
B shall be liable for loss and damage of goods in storage unless Party B
has conclusive evidence that the original package has never been removed
and such loss and damage occurred before
storage.
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(4)
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Party
B shall assist Party A with distribution of goods among
stores.
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5.3.8
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Miscellaneous
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(1)
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Party
B shall be response for storing, maintaining and distributing Party A’s
packaging materials, large size office supplies and product
samples.
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(2)
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Party
B shall distribute samples based on Party A’s confirmation
note.
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(3)
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Party
A shall confirm Party B’s entry and billing sheets with suppliers when
making payment to suppliers.
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(4)
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Party
B may use Party A’s warehouse facilities with the consent of Party
A.
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(5)
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Party
A may call back its personnel at the termination of this
Agreement.
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6.
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Upon the execution of this Agreement, Party B shall become the
logistics service provider of Party A and the Parties shall form long term
cooperative relationship.
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7.
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Any dispute or unsettled matter shall be resolved through consultation
between both Parties in good faith. If no resolution can be reached, the
Parties shall submit the dispute to binding
arbitration.
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8.
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This Agreement is executed into four (4) duplicate originals. Each Party
holds two (2) duplicate originals, and all originals shall be equally
effective.
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PARTY
A:
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Hangzhou
Jiuzhou Grand Pharmacy Chain Co., Ltd.
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Legal/Authorized
Representative: (signature and stamp)
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Date:
January 1, 2010
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PARTY
B:
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Zhejiang
Yingte Logistics Co., Ltd.
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Legal/Authorized
Representative: (signature and stamp)
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Date:
January 1, 2010
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