SHANGHAI HUAZHONG CONSULTING SERVICE CO., LTD.

Transcription

1 SHANGHAI HUAZHONG CONSULTING SERVICE CO., LTD. Membership Regulation Enacted as of May 1, 1994 Amended as of August 1, 2000 Secondly amended as of April 1, 2001 Thirdly amended as of August 1, 2005 Chapter 1 General Provisions Article 1. Membership System Shanghai Huazhong Consulting Serivce Co., Ltd. (hereinafter called the Company ) has adopted membership system and shall provide service to its Members. To regulate the rights and obligations of the Members and the Company, the Company has enacted this Shanghai Huazhong Consulting Service Co., Ltd. Membership Regulation (hereinafter called the Regulation ). Article 2. Services to Members Only The Company shall only provide various kinds of free or chargeable services to the Members registered by the Company and shall not be obligated to provide service to any individual, legal entity or other organizations (except for government department or similar departments). However, services regarding computer science and Internet shall not be restricted by the membership system. Article 3. Membership Classification& Membership Fee 1. The Members of the Company shall be classified into Formal Member, Junior Member and InfoNet Member. (1) Formal Member: means the individual, legal entity or other organizations, which are registered as Formal Member and pay annual fee of 240,000 Yen (or equivalent USD, RMB, in princple, with 5% of business tax excluded and remittance fee borne by the Members). Formal Members shall enjoy all of the services provided by the Company. (2) Junior Member: means the legal entity or other organizations that are other divisions of a Formal Member s parent company, or that are located in other counties with above 25% of direct investment of the Formal Member or with Formal Member s directly holding above 25% of its investment, which are registered as Junior Member and pay annual fee of 60,000 Yen (or equivalent USD, RMB, in princple, with 5% of business tax excluded and the remittance fee borne by the member). The Junior Member shall enjoy all of the services provided by the Company. (3) InfoNet Member: means the individual, legal entity or other organizations, which are registered as InfoNet Member and pay annual fee of 180,000 Yen (or equivalent USD, RMB, in princple, with 5% of business tax excluded and the remittance fee borne by the Member). The InfoNet Member shall enjoy part of the services as specified in Article 8 of this Regulation. 2. The Company shall have the right to grant free special membership to the government department of different levels, public institutions and cooperative partner with long-term friendly coopearations. The Company shall provide the same services as Formal Member to them without any charge. Chapter 2 Membership 1/1

2 Article 4. Acquisition of Membership 1. Any individual, legal entity or other organizations that intend to apply for the membership, shall fill the necessary items in the SHCS Member Services Memorandum and Membership Registration Form, execute and deliver such documents to the Company through facsimile or other methods. The applicant shall obtain the membership the second day after the Company s receipt of the documents, which shall be subject to the confirmation of the Company. 2. After the Company receives the SHCS Member Services Memorandum and the Membership Registration Form filled by the applicant, the Company shall prepare and deliver two originals together with the Payment Request for Membership Fee. The Member shall keep one original and return the other one to the Company after its execution of the document. Article 5. Term of Membership and Payment Method of Membership Fee 1. The Term of Membership shall be calculated on basis of 365 days a year, which shall commence from the second day of the Company s receipt of the SHCS Member Services Memorandum and the Membership Registration Form and end one day prior to the expiration of one-year. 2. If a Member fails to deliver the Withdrawal Application Form under Article 12 prior to the expiration of the Term of Membership, or fails to express its intent not to renew the Membership, the Membership shall be deemed automatically extended for one year. 3. A Member shall make lump sum payment of the Membership Fee each year in accordance with Article 3 of the Regulation. However, if a Formal Member or InfoNet Member requires to pay the Membership Fee in two installments, it shall be approved to pay the Membership Fee in two installments each year based upon the actual circumstances. 4. The Company shall immediately send the Acknowledgement Letter, the Company Profile and the Payment Request for Membership Fee to the new Member. For the renewal Members, the Company shall send the Notice of the Expiration of the Membership Term, the Payment Request for Membership Fee and the photo copy of the previous year s Membership Registration Form to such members prior to the expiration of the Term of Membership, and such Member shall make payment of the Membership Fee to the designated bank account within one month after its receipt of the Payment Request for Membership Fee. 5. The business tax and service fee in connection with the Membership Fee shall be borne by the Member. Article 6. Changes of Registered Information and Membership 1. When renewing its Membership, each Member shall confirm the Membership Registration Form of the previous year sent by the Company. If any of the registered information is changed, the Member shall refill and deliver the Membership Registration Form to the Company. 2. If a Member intends to change the information in the Membership Registration Form (especially the address, the address that the Monthly Huazhong Newsletter shall be delivered, or the address that the request form shall be delivered), such Member shall refill and deliver the Membership Registration Form to the Company. 3. Junior Member and InfoNet may from time to time deliver the Membership Registration Form and shall become a Formal Member after its payment of the difference of Membership Fees thereof. If the corresponding Formal Member withdraws from its membership, the Junior Member must apply to be the Formal Member. Chapter 3 Services available for members 2/2

3 Article 7. Different kinds of service available for members 1. There are two kinds of service provided to Members as follows: (1) General Service: means services as specified in Article 8 of this Regulation. (2) Specific Service: means services as specifiec in Article 9 of this Regulation. 2. The Company shall not provide Specific Service and services as specified in Item 5 and Item 6 of General Service. 3. The affiliated enterprises, with above 25% of direct investment of the Formal Member or with Formal Member s directly holding above 25% of its investment, shall be provided with Specific Service upon the approval of the Company. However, such affiliated enterprises shall be registered as Junior Member. Article 8. General Service The Company shall provide the following General Service to Memebers voluntarily, however services as specified in Item 5 and Item 6 shall not be provided to InforNet Member. 1. Distribution of Monthly Huazhong Newsletter to the addresses as specified in Membership Registration Form: such monthly bulletin shall be distributed once a month and each Member is allowed to register two addresses, which can receive the maximum of two books for each. In case any Member intends to register three or more addresses, it shall be required to pay extra Membership Fee with 30000Yen per annum for each address added. 2. Delivery of Daily Huazhong Newsletter to the addresses as specified in the Membership Registration Form through such Daily Huazhong Newsletter shall be sent every working day and each Member is allowed to register two addresses. In case any Member intends to register three or more addresses, it shall be required to pay extra Membership Fee with 30000Yen per annum for each address added. 3. Special web pages only for the Members browse: the Company shall deliver the password to the addresses of each Member and each Member, by using the password, shall browse and search the industrial information, Q&A regarding Business in China and other proprietary information for Members published in the previous Daily Huazhong Newsletter. 4. Reply to the questions raised by the Member in the Business Operation/ Investigation Request Form in writing (less than twenty-four questions a year): each Member shall write down the questions regarding investment, operation or other aspects in form of Business Operation/ Investigation Request Form and deliver to the Company by fax, and the Company shall reply the Members questions in writing by fax. 5. If any Member deems necessary, it shall visit and consult the Company from time to time, under which the meeting time shall be limited to one hour. The Company shall also accept telephone consultation under emergency cases. 6. Implementing and handling various issues required by the Member as specified in the Business Operation/ Investigation Request Form (including pick-up and send-off, hotel reservation, airline and railway tickets booking, etc.), the actual expenses incurred shall be undertaken by the Member. Article 9. Specific Services The Company shall provide paid Specific Serivces to its Members and Junior Members. For provision of the Specific Services, the Company shall prepare the draft Business Contract. If the Member agrees and sign the Business Contract, the Company shall begin providing the Specific Services. If the Business Contract is not signed by the Company and the Member, the Company shall not be obligated to provide the Specific Services and shall not request Member s payment of the 3/3

4 expenses thereof. 1. Preparation of investigation report regarding special subject; 2. Assistance in establishment of companies and representative offices, liquidation, withdrawal, reorganization or merge and acquisition, etc. 3. Assistance in purchasing and renting land and constructions and various business regarding construction projects; 4. Consulting services regarding company operations; 5. Computer and network set-up related services; 6. Documents translation, DTP services and assistance in homepage making; 7. Assistance in groups visit in China regarding arrangement, accompanying and relative translation; 8. Assistance in obtaining certificates of ISO quality guarantee system; 9. Preparation of various information; 10. Any other business that the Company is capable of. Chapter 4 Confidentiality Article 10. Confidentiality Obligation 1. The Company shall establish and implement its internal confidentiality policy. The Company shall keep in confidence the internal information received from the Members and the Business required by the Members, except for the information that: (1) Is publicly known before being provided by the Member; (2) Is evidenced to has been controlled by the Company before being provided by the Member; (3) Becomes publicly known For the reasons other than the Company s after being provided by the Member; (4) Is received by the Company from other resources with the right to disclose, after being provided by the Member. 2. Without the Company s consent, any Member shall not publish, use for the purposes irrelevant to its Business Contract, diclose or otherwise dispose the daily Huazhong Newsletter, Monthly Huazhong Newsletter, Q&A of Business Operation/ Investigation Request Form or other various information and business product provided by the Company. 3. If a Member intends to send the above mentioned information to any other internal department or department of the affiliated enterprises, such departments or affiliated enterprises shall apply for Junior Membership in accordance with this Regulation, or the Member shall pay the extra expenses for the increase of recipients addresses and passwords. Chapter 5 Loss of the Membership Article 11. Withdrawal If a member intends to withdraw from its membership, it shall deliver the Company a Withdrawal Application with all items completed one month prior to the expiration of its membership. The Company shall confirm whether there is any due expense not paid by this Member and delete this Member from its Member List after receipt of the Withdrawal Application Form correctly filled without any omission. The withdrawal procedure shall be deemed completed upon the Company s delivery of Withdrawal Confirmation to the Member. If a Member intends to withdraw from its membership prior to the expiration of its membership, the Membership Fee paid by such Member shall not be refunded by the Company and the Member must pay all the amount due and not paid. 4/4

5 Article 12. Loss of Membership If any of the following event occurs to any Member, the Company shall have the right to cancel the membership of such Memeber: 1. An individual Member dies or loses its capacity for civil conduct. 2. A non-individual Member loses its legal capacity due to bankruptcy, dissolution, cancellation or other similar conditions. 3. If after the Company gives a Payment Request for Membership Fee, a Member fails to pay its Membership Fee within six months after the expiration of its membership and faills to reply the request from the Company, the Company shall have the right cancel its membership and recover all Membership Fee due but not paid.. Chapter 6 Miscellaneous Article 13. Prohibition of Membership Assignment The member ishall not assign its membership to any other party. In case the Member requires and the Company approves, the affiliated enterprise of such member, who is qualified as Junior Member, shall enter into a Business Contract with the Company for the Specific Services. However, the relevant obligations under the Business Contract shall be undertaken by the Member. Article 14. Liabilities of the Company The Company shall be liable to compensate the direct loss of the Member caused by intent or gross negligence of the Company during the performance of the Business Contract regarding the Specific Services. However, the liabilities of the Company shall not exceed the contract value of the relevant Business Contract. Article 15. Exclusion of Responsibility 1. The Company shall not be responsible for its failure to provide its services due to force majeure. The term Force Majeure shall mean the unforeable, unavoidable and unsurmountable circumstances, which include natural disasters, strikes, riots, insufficient supply of material, war, government act, malfunction of the communication and other facilities. 2. The Company shall provide the work product in accordance with the Business Contract signed by the Company and its member. However, the Company shall not be responsible for any loss of the member, which is caused by its decision on basis of the work product provided by the Company. 3. The various information provided by the Company under Article 8 General Services of the Regulation shall be for your reference only. The Company shall not be responsible for any loss of the member, which is caused by its decisions on basis of the information provided by the Company. Article 16. Amendment and Interpretation of the Regulation The amendment of this Regulation and any other issues that are not stipulated herein shall be decided by the Board of Directors. If the Regulation is significantly amended, the Company shall give notice of amendment to all of its members through or other written forms and such amendment shall be binding upon all the members. This Regulation shall be in accordance with PRC laws and interpreted by the Board of Directors. 5/5

6 Article 17. Effectiveness This amended Membership Regulation shall come into effect as of August 1, Hereinafter is intentionally left blank Memorandum No.: Date: SHCS Member Services Memorandum Party A:XXX Co., Ltd. Party B:Shanghai Huazhong Consulting Service Co., Ltd. 6/6

7 Whereas Party A confirms Party B s SHCS Membership Regulation and agrees to be registered as Party B s member, whereas Party B accepts Party A as its member, with respect to the services provided by Party A to Party B and other relevant issues, both parties agrees as follows: Article 1. Party A s membership registration and withdrawal Party A shall fill and submit the Membership Registration Form (See Attachment), and then be registered by Party B as its member. Party A shall pay the annual fee in accordance with SHCS s Membership Regulation. The Membership Registration Form shall be automatically renewed. However, if any information contained in the Membership Registration Form is to be changed, Party A shall immediately give written notice of such change to Party B. If Party A intends to withdraw its membership, Party A shall give withdrawal notice to Party B prior to its annual renewal. Article 2. Party A s deserved free services provided by Party B during the valid period: 1) Party B s periodic provision of Daily and Monthly Huazhong Newsletter and information in other forms; 2) Party B s answer in writing by fax to the questions raised by Party A in the Business Operation/Investigation Request Form provided by Party B; 3) Party A s employee to visit, meet and discuss at Party B s company (the Junior Member is excluded); 4) Party A s search and browse of the Chinese information and Business Q&A Database in Party B s homepage with its password; 5) Other services such as simple translation, investigation, companion and hotel reservation, airline and railway tickets booking, etc. if Party B agrees (the Junior Member is excluded). Article 3. Party B s confidentiality obligation for the information provided by Party A Party B shall be obligated to keep the information provided by Party A in confidence, except for: 1) The information that was generally available to public before being provided to Party B; 2) The information that was known to Party B before being provided to Party B; 3) The information that becomes generally available to public by means other than its negligence after being provided to Party B; 4) The information that is provided by any third party who has the right to disclose such information after Party A provides such information to Party B. Article 4. Party B shall not require Party A to pay any fees other than that are stipulated in the business contract. If Party A (excluding the Junior Member) intends to retain Party B to conduct the specific services that are stipulated in the Membership Regulation upon its business requirements, Party B shall prepare, deliver the Business Contract to Party A and perform the contract after Party A s execution of the contract. Party A shall only be obligated to pay the fees stipulated in the contract and Party B shall not require Party A to pay any fees other than that are stipulated by any ways. Article 5. Good Faith Principle Each party shall abide by the articles of this Memorandum in accordance with the good faith principle. Any doubts on the contents of this Memorandum or any matters that are not stipulated herein shall be settled by friendly negotiation of the parties. 7/7

8 Article 6. Valid Period and Contract Termination This Memorandum shall become effective upon being signed by each party here to, and shall terminate upon the date of Party A s submission of its withdrawal notice and Party B s confirmation of Party A s withdrawal. Article 3 shall be effective for another 5 years after Party A s withdrawal. Besides above, if either party raises written objections to the other party after its acknowledgement of the other party s conduct that violates the good faith principle, the parties may terminate this Memorandum then. Party A: Company Name: Address: Party B: Company Name: Shanghai Huazhong Consulting Service Co., Ltd Address: 23F Xinhualian East Building, 755 Huaihai MidRoad. Shanghai, P.R.China Authorized signature: Tsuneo Kobayashi Date: To: Shanghai Huazhong Consulting Service Co.,ltd No:SHCS-RHY-GD02-E Membership Registration Form Our company holds no disagreement with all articles in the Membership Regulation and fill in the Membership Registration Form as follows: Date: 8/8

9 Company Name Member No. Name of Representative (Title: ) Date of Registration Address of Company Capital Business Scope Details of Foreign Invested Company Homepage Address for Sending Request Form Monthly Huazhong Newsletter Post Address Name of Iinvestor(s) /Shareholder(s) Address: Section /Title: Person in Charge: Address: Company Name: Recipient: Address: Company Name: Recipient: Annual Sales Number of Employee Ratio of Capital Contribution Tel: Fax: Section /Title: Number of Book: 1 book 2 books Section /Title: Number of Book: 1 book 2 books Daily Huazhong Newsletter Address 1. (User Name: ) 2. (User Name: ) Formal Member 240,000 J /year(or equivalent US$, RMB) one lump sum Classification & Membership Fee InfoNet Member 180,000 J /year(or equivalent US$, RMB) one lump sum Junior Member 60,000 J /year(or equivalent US$, RMB) one lump sum (In case of Junior Member)relative Formal Member Name: Payee in China: Shanghai Huazhong Consulting Co., Ltd Account in: Industrial and Commercial Bank of China, Jiu Shi Fu Xing Branch; Sumitomo Mitsui Banking Corporation Shanghai Branch; Account Number Bank of Tokyo-Mitsubishi UFJ Limited Shanghai Branch; Mizuho Corporate Bank Ltd. Shanghai Branch. (pls select the payment Payee in Japan: HUAZHONG CONSULTING CO., LTD. account) Account in: Sumitomo Mitsui Banking Corporation Osaka Branch; Mizuho Corporate Bank Ltd. Osaka Branch; Bank of Tokyo-Mitsubishi UFJ Limited.Osaka Branch. #Note: Please check details concerning bank accounts as specified in the Payment Request Form every time. Note: If payment is in form of US$ or RMB, we will convert the specific amount according to the interim exchange rate of the People s Bank of China at the beginning of the month. NO:SHCS-RGD0902H-F To: SHANGHAI HUAZHONG CONSULTING SERVICE CO., LTD. (FAX: Shanghai ) 9/9

10 Business Operation / Investigation Request Form (Only for use of member enterprises and its group enterprises) Company Name: No. of Membership: Request made by: Department: Tel: Fax: Date: / / (MM/DD/YY) Item Content Remark Topic of Business Operation / Investigation Detailed Request Expected Date of Completion: / / (MM/DD/YY) (On principle, the Request Form will be responded within 5 days.) Others 1. Necessity of interview: Yes No 2. Charge of service: Charging Free 3. Special request: Yes No Reception Record (For SHCS use) Accepted: Handled: To: SHANGHAI HUAZHONG CONSULTING SERVICE CO., LTD. (FAX: Shanghai Osaka ) Withdrawal Application Form Date: 10/10

11 This form is notifying to discontinue the membership. Item Membership Qualification Content Company Name: Address: Person in Charge: Membership Classification: Contact Person of Withdrawal Name: Date of Withdrawal: Communication with SHCS in future Other Contact Issues & Requirements Expect to receive Huazhong News Yes No Expect to receive information concerning seminar, etc. Yes No 1) 2) 3) (Only for SHCS use) Date of Acceptance: Accepted Officer: Date of Membership Registration: Expiration of Membership: Others: 11/11