责任、义务条款翻译

责任、义务条款翻译

Responsibilities and Obligations

翻译实践

1.

Party

A

shall

exercise,

and

ensure

that

all

its

servants,

employees,

agents

or

contractors exercise, all due diligence and care in the performance of the Services and

each

of

the

re-sponsibilities

so

described.

Specifically,

and

without

limiting

the

generality

of

the

foregoing,

Party

A

shall

bear

all

responsibility

for

any

losses

or

damages suffered by Party B as a result of any mistakes, errors or omissions caused by

Party A in connection with the processing and packing of the Products.

2. The Company appreciates that whilst the Sponsor will use its reasonable endeavors

to discharge its duties as sponsor to the Company and provide the Company with advice

and assistance as described above, it remains the primary responsibility of the directors

of the Company to ensure that the Company will comply in full with and discharge its

responsibili-ties under the Growth Enterprise Market (

relevant laws and regulations applicable to the Company. Save as described hereunder,

the Sponsor does not have any duty to monitor or otherwise to ensure that the Company

is in continuous compliance with the GEM Listing Rules and other relevant laws and

regulations applicable to the Company.

3. It is understood and agreed that each of the parties hereto is an independent contractor

and that neither party is, nor shall be considered to be, an agent, distributor, fiduciary

or representative of the other. Neither party shall act or represent itself, directly or by

implication, as an agent of the other or in any manner assume or create any obligation

on behalf of, or in the name of, the other.

4. Responsibilities of Party A:

In addition to its other obligations under this Contract, Party A shall, from time to time

throughout the period of the Joint Venture term, be responsible,

at no cost to the JVC (excepted as provided in Section X or as may otherwise be agreed

by the JVC in writing), for the following:

1

a) to use best efforts to apply and take all actions necessary or appropriate on behalf of

the JVC to

obtain the necessary approvals,

permits,

certificates and licenses for the

establishment

and

operation

of

the

JVC,

and

use

the

best

efforts

to

do,

fulfill

and

perform

any

and

all

acts,

conditions

and

things

required

to

ensure

the

continuing

validity and effectiveness of such approvals, permits, certificates and licenses;

b) to assist the JVC in applying for, obtaining and maintaining tax (including without

limitation

income tax, tariffs, customs duties, excise taxes,

business

tax,

and value-

added

tax)

reductions

and

exemptions

and

other

investment

incentives

that

may

be

available to the JVC;

c)

to

assist

the

JVC

in

applying

for,

obtaining

and

maintaining

special

business

opportunities, relationships or qualifications relating to or made available by any gov-

ernment departments or agencies, including without limitation tax- advantaged import

quotas, subsidies for

purchase of local

raw materials,

and special toll

processing or

government supply contracts;

d)

to

assist

the

JVC

in

obtaining

water

and

power

supplies,

transportation

and

communications services and facilities, and use best efforts to obtain for the JVC utility

rates

and

quotas

and

other

rights

under

the

most

favorable

terms

and

conditions

available to the JVC, and to liaise with the relevant authorities effectively to achieve all

of the above;

e) to assist the directors and employees of the JVC and any employees of Party B and

the JVC's foreign contractors and consultants traveling to China in connection with the

JVC's activities to obtain all necessary entry visas, work permits and residence permits;

f)

(f)

to

assist

the

JVC

in

preparing

and

presenting

customs

declarations,

handling

clearing procedures for machinery and equipment purchased or leased outside China

by the JVC, applying for all available exemptions from customs duty, value added tax,

sales tax or other charges, and arranging for transportation of the same within China;

g) to assist the JVC in obtaining loans and other credit facilities from Chinese banks or

other financial institutions at the most favorable rates and terms available; and

2