ADATOM SHANGHAI, LTD. CONTRACT
SHANGHAI QIFAN CO., LTD., ( Hereinafter referred to as "QIFAN ", as party A), and ADATOM. COM
INC., ( Hereinafter referred to as "ADATOM", as party B), agree after friendly consultations and hereby enter
into this CONTRACT.
ARTICLE 1- GENERAL PROVISIONS
Parties adhering to the principles of honesty, equality and mutual benefit, shall seek for the further co-operation
and development on such basis, agree after friendly consultations and hereby enter into this CONTRACT.
ARTICLE 2- DEFINITION
Unless the provisions or context of this CONTRACT provide otherwise, the following terms shall have the
meanings set out below:
APPROVAL AUTHORITY mean the department entrusted to approve this CONTRACT
according to THE REGULATION OF SHANGHAI WAIGAOQIAO DUTY FREE ZONE.
ANNUAL BUDGET shall mean the annual Business Plan, investment plan, and forecasts of balance sheet, profit
and loss statement and cashflow.
ARTICLES OF ASSOCIATION mean the Articles of Association of the COMPANY.
BOARD OF DIRECTORS mean the board of directors of the COMPANY.
BUSINESS LICENSE mean the COMPANY's business license issued by the SAIC (as defined below)
entrusted by the SHANGHAI WAIGAOQIAO DUTY FREE ZONE to issue the business license.
CALL OPTION mean an option by a PARTY to require the other PARTY to sell all or part of its EQUITY
PARTICIPATION to the calling PARTY.
EFFECTIVE DATE mean the date on which the APPROVAL AUTHORITY has approved this CONTRACT
and the ARTICLES OF ASSOCIATION and has issued its certificate of approval.
EQUITY PARTICIPATION shall mean the share owned by any of the PARTIES into the registered capital of
JOINTVENTURE COMPANY shall mean the Sino-American jointventure to be set up by QIFAN and
ADATOM according to this contract and to be approved by APPROVAL AUTHORITY.
RMB shall mean the lawful currency of the PRC.
US DOLLARS or USD shall mean the lawful currency of the United States of America.
ARTICLE 3 - PARTIES TO THE JOIN