EDA2024004352-V03 Agreement 20240320180027621

Distribution and Supply Agreement
Template Reference Number IN-(E)DA-2023(HK)-E

Agreement No.: EDA2024004352-V03
DISTRIBUTION AND SUPPLY AGREEMENT
Between
MR Global (HK) Limited

Rm 1115-1116, 11/F, Tower 1, Grand Century Place, 193 Prince Edward Road West,
Mongkok, Kowloon,
Hong Kong P.R. China
And
MEDVAL
villa 8 block 5, El mokattam club st.El togarieen city, Al M,okattam,Cairo,al-Qahira,Egypt
*Confidential* This document contains confidential and proprietary information of Mindray. Any distribution without prior consent is strictly prohibited.
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DISTRIBUTION AND SUPPLY AGREEMENT

This Agreement (together with its Exhibits referred to as the “Agreement”) is entered into by
and between MR Global (HK) Limited (“Mindray”) with principal address at Rm 1115-1116,
11/F, Tower 1, Grand Century Place, 193 Prince Edward Road West, Mongkok, Kowloon,
Hong Kong P.R. China, and MEDVAL with principal address at villa 8 block 5, El mokattam
club st.El togarieen city, Al M,okattam,Cairo,al-Qahira,Egypt (hereinafter referred to as the
“Distributor”) (each a “Party” and together referred to as the “Parties”) as of 1st January
2024 (the “Effective Date”). Mindray and the Distributor hereby agree as follows:
1. DEFINITIONS
In this Agreement the following expressions have the following meanings unless
inconsistent with the context:
1.1. “Products” means those items manufactured by Mindray or its Affiliates as set forth in
Exhibit A, which are to be sold by the Distributor with the trade mark and logo of
Mindray or its Affiliates or with a trade mark and logo authorized to Mindray or its
Affiliates by any third party.
1.2. “Territory” means the geographical area(s) as set forth in the attached Exhibit A.
1.3. “Customer Segment”means the customers as set forth in the attached Exhibit A.
1.4. “Minimum Commitment” means the minimum quantity or amount of Products
required to be purchased by the Distributor (in accordance with the Sub-product Line
Minimum Commitment) as specified in Exhibit B hereto and/or in supplementary
agreements to be entered into by the Parties pursuant to this Agreement.
1.5. “Sales Quota” means the minimum sales of the Products the Distributor shall make for
a set time frame as specified in Exhibit B hereto and/or in supplementary agreements to
be entered into by the Parties pursuant to this Agreement.
1.6. “Sub-product Line Minimum Commitment” means the minimum quantity or amount
of Products to be purchased by the Distributor for each of the sub-product line as
specified in Exhibit B hereto and/or in supplementary agreements to be entered into by
the Parties pursuant to this Agreement.
1.7. “Delivery” and “Delivery Date” has its meaning pursuant to Article 5.12 of this
Agreement.
1.8. “End User” means any person or legal entity who or which acquires the Products from
the Distributor directly or indirectly and principally for their own use.
1.9. “Quality Plan” means implementation plan for recalls and proactive changes to product
suggested by the manufacturer.
1.10. “Affiliate” means a company which, directly or indirectly through one or more
intermediaries, controls or is controlled by, or is under common control with, a Party.
For this purpose, “control” means the direct or indirect ownership of in aggregate fifty
percent (50%) or more of voting capital.
1.11. “Year” means the period of 12 calendar months.
1.12. “Valid Period” means the term of this Agreement, as determined in accordance with
Article 2.
1.13. “Force Majeure Event” has its meaning pursuant to Article 13 of this Agreement.
1.14. “Purchase Order” has its meaning pursuant to Article 5.2 of this Agreement.
1.15. “Proforma Invoice” has its meaning pursuant to Article 5.3 of this Agreement and
include the Terms and Conditions contained therein and any revision of the Proforma
Invoice.
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1.16. “Business Day” means a day, other than a Saturday, Sunday or public holiday in the
People’s Republic of China and Mindray’s principal address as set out in the beginning
of this Agreement.
1.17. “Initial Period” means the period from the Effective Date until and including the first
31 December following the Effective Date during which the Distributor shall be bound
upon by the Minimum Commitment and the Sales Quota specified in Exhibit B hereto.
1.18. “Renewal Period” means the period during which the Distributor shall be bound by the
new Minimum Commitment and Sales Quota mutually agreed upon by both parties in
writing for the Year thereafter following the expiration of the Initial Period or of any
Renewal Period.
2. AUTHORIZATION
2.1. The valid period of this Agreement (the “Valid Period”) is from the Effective Date as
indicated above till 31st December 2025 (the “Expiry Date”) unless terminated earlier
in accordance with this Agreement. Mindray appoints the Distributor and the Distributor
agrees to serve Mindray as its exclusive distributor in the Territory and Customer
Segment for the sales of the Products as described in Exhibit A during the Valid Period
of this Agreement unless this Agreement is otherwise prematurely terminated pursuant
to this Agreement.
Mindray appoints the Distributor and the Distributor agrees to undertake the after-sales
service for the Products (“Authorized Service”) stipulated in Exhibit C of this Agreement.
2.2. Notwithstanding any other provision of this Agreement to the contrary:
(a) Mindray and its Affiliates reserve the right to sell the Products in the Customer
Segment within the Territory, through Mindray itself or through any third party
authorized by Mindray, for public tenders or/and projects as follows:
(i) governmental tenders (including but not limited to ministry of health, health
insurance bureau, ministry of commerce, medical research institutions and
colleges, centers for disease control and prevention, inspection and quarantine
bureau, customs system, and railway system);
(ii) international organization’s donation projects (including but not limited to
charity foundation and International Committee of the Red Cross);
(iii) World Bank and multilateral bank loan tender (including but not limited to
municipal bonds or/and treasury bonds, prevention and control material
procurement projects, and foreign loans);
(iv) all United Nations agents’ projects (including but not limited to World Health
Organization tenders);
(v) turn key projects (newly built projects, re-built projects, and extension
projects);
(vi) chain labs;
(vii) regional diagnostic centers or/and chain diagnostic centers;
(viii) other projects mutually agreed by both Parties.
(b) Mindray and its Affiliates reserve the right to conduct any promotional, marketing,
advertising and/or other similar activities for the Customer Segment within the
Territory with respect to the Products, including but not limited to carrying out
and/or participating in the local and regional trade shows, conventions, exhibition
and other like events for the Customer Segment within the Territory.
(c) Mindray’s former distributors in the Customer Segment within the Territory will be
entitled to continue selling the Products:
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(i) that they already have in their stock prior to the Effective Date of this
Agreement (the continued sales are allowed for three (3) months following the
Effective Date of this Agreement); or
(ii) that they are obliged to supply pursuant to the tenders involved prior to the
Effective Date of this Agreement; or
(iii) that they are obliged to supply under an outstanding contract or purchase order
executed prior to the Effective Date of this Agreement. For above purposes,
the Distributor agrees such Mindray’s former distributors can select to
purchase the Products either from Mindray or from the Distributor. If such
Mindray’s former distributors purchase from the Distributor after the Effective
Date of this Agreement, the corresponding sales volume generated therefrom
will be credited to the Minimum Commitment of the Distributor then effective.
3. MINIMUM COMMITMENT
The Distributor agrees to purchase the Products from Mindray, amounting to at least the
Minimum Commitment and to fulfill the Sales Quota as described in Exhibit B for the
Initial Period, and thereafter the new Minimum Commitment and Sales Quota agreed in
the written supplementary agreement to be entered into pursuant to this Agreement for
any Renewal Period. Prior to the expiration of the Initial Period or any Renewal Period
thereafter, both Parties shall negotiate and agree upon in writing a new Minimum
Commitment and Sales Quota for the Renewal Period thereafter provided that such new
Minimum Commitment shall be 25% higher than the Minimum Commitment for then-
current Initial Period or Renewal Period and duly sign a written supplementary
agreement hereto. Otherwise this Agreement shall terminate at the end of the then-
current Initial Period or Renewal Period with no further commitments to either Party
regarding distribution of the Products except expressly stipulated in this Agreement. The
terms and conditions of this Agreement shall be deemed incorporated into and made part
of the supplementary agreements made pursuant to this Agreement.
Without prejudice to any and all of Mindray’s rights, entitlements, benefits, interests in
this Agreement, if the Distributor fails to achieve the Minimum Commitment and/or the
Sales Quota presented in Exhibit B or as thereafter agreed in the written supplementary
agreement by both Parties, Mindray shall have the right to adjust, change, reduce, or
narrow the Territory and Customer Segment authorized to the Distributor by executing
a written supplementary agreement between both Parties.
4. PROMOTION AND MARKETING

4.1. The Distributor shall use its best endeavours to actively promote, market and sell the
Products in the Customer Segment within the Territory. The Distributor shall also use its
best endeavours to properly understand and meet commercially reasonable requirements
with respect to the Products in the Customer Segment within the Territory. Without
limiting the generality of the foregoing, The Distributor shall:
(a) conduct regular promotional, advertising and other marketing activities for the
Customer Segment within the Territory with respect to the Products;
(b) promote sales of the Products and assist Mindray to expedite the process in local and
regional trade shows, conventions, exhibition, bidding and other like events for the
Customer Segment within the Territory;
(c) respond promptly to sales suggestion or referrals, furnished by Mindray from time
to time;
(d) at its own cost maintain certain sufficient and effective marketing facilities and team
to cooperate in any promotional, marketing, sales and/or advertising programs
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sponsored or initiated by Mindray;

(e) distribute promotional literature, data, information and other items provided to the
Distributor by Mindray;
(f) from time to time furnish to Mindray the local market demand, potential, trend and
other marketing information of the Customer Segment within the Territory, with
respect to the Product; and
(g) maintain an updated database to record its sales, marketing and technical activities
for the Customer Segment within the Territory.
4.2. The Distributor shall provide to Mindray a marketing plan for the period of this
Agreement including but not limited to the information of trade fair, academic
conference, road show, workshop, advertisement and customer invitation to reference
hospital within one month upon the execution of this Agreement or upon the request by
Mindray.
4.3. The Distributor shall perform its obligations under this Agreement in good faith and not
do anything that may adversely affect, or threaten to damage Mindray’s reputation during
the Valid Period of and/or after expiration or termination of this Agreement.
4.4. When the Distributor uses Mindray’s logo and/or other brand elements in related
business scenarios, the Distributor shall comply with the Mindray Distribution Partner
Branding Guideline as provided by Mindray from time to time.
5. PURCHASE OF PRODUCTS
5.1. Forecast. The Distributor shall provide sales opportunity funnel to Mindray by the end
of one month from the Effective Date and an update of sales opportunity funnel by the
end of every month during the Valid Period of this Agreement. On or before the first day
of every four (4) months from the Effective Date, the Distributor shall give Mindray its
written forecast of the orders for the following six (6) months. These forecasts are to
assist Mindray in arranging the Product manufacture and are not binding on either party.
5.2. Purchase Order. The Distributor will submit to Mindray a purchase order for any Product
Distributor desires to purchase at least one hundred and twenty (120) Business Days
(Radiology, PMLS & Surgical 150 Business Days) prior to the desired delivery date
(“Purchase Order”). For the avoidance of doubt, the Purchase Orders shall not be
binding on either party.
5.3. Proforma Invoice.
5.3.1 Mindray shall issue a Proforma Invoice to the Distributor setting out the terms for
the Purchase Order, including the Prices, Products, quantities, payment terms,
delivery terms and other commercial terms (“Proforma Invoice”). Unless a dispute
concerning the Proforma Invoice is raised in accordance with this Article, upon
receipt of the Proforma Invoice, the Distributor shall promptly return a signed copy
of the Proforma Invoice to Mindray. Any and all disputes concerning a Proforma
Invoice must be submitted to Mindray within seven (7) days of receipt by the
Distributor of the Proforma Invoice, and must identify the items in dispute and
provide sufficient detail regarding the reason for the dispute to enable Mindray to
correct the alleged error. Mindray shall revise and reissue the Proforma Invoice
setting out the Parties’ agreed terms. Upon receipt of a revised Proforma Invoice,
the Distributor shall promptly sign and return a copy of the revised Proforma
Invoice to Mindray.
5.3.2 Notwithstanding the above and unless otherwise stated in the Proforma Invoice,
the Parties expressly agree and acknowledge that by (i) signing the Proforma
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Invoice; or (ii) accepting delivery of the Products and arranging payment for the
Products (or providing Letter of Credit) pursuant to the Proforma Invoice, the
Proforma Invoice shall be binding on the Parties and the Parties shall be deemed
to have accepted all of the terms in the Proforma Invoice.
5.4. The terms and conditions of this Agreement shall be deemed incorporated into and made
part of each Purchase Order and Proforma Invoice made pursuant to this Agreement.
5.5. In case of any inconsistency between the terms of the Proforma Invoice and the Purchase
Order, the terms of the Proforma Invoice shall prevail. In case of any inconsistency
between the terms of the Proforma Invoice and this Agreement (including its Exhibits):
(i) where it is specified in this Agreement that the terms of the Proforma Invoice shall
prevail, then such terms in the Proforma Invoice shall prevail, i.e. Articles 5.3.2, 5.10.1
and 5.12.1 herein, then such terms in the Proforma Invoice shall prevail; and (ii) save for
the terms covered by (i) above, the terms of this Agreement shall prevail.
5.6. The Distributor shall not be permitted to do the following unless approved by Mindray
in writing:
a) any change to the Proforma Invoice after it becomes binding pursuant to Article 5.3
above;
b) any change to the specification of the Products ordered by the Distributor; and/or
c) any cancellation of the Proforma Invoice.
5.6.1 In case of any breach of the foregoing by the Distributor, Mindray may require the
Distributor to pay Mindray, as liquidated damages, 20% of the Price of the
Products concerned. The Distributor shall pay these liquidated damages within two
(2) weeks upon receipt of a written demand from Mindray.
5.6.2 The Parties confirm that this sum represents a genuine pre-estimate of Mindray's
damages suffered as a result of that particular breach and do not constitute a penalty.
The Parties further confirm that these liquidated damages are reasonable and
proportionate to protect Mindray’s legitimate interest in performance of this
Agreement.
5.6.3 The Distributor understands and agrees that any change may result in the
postponement of the Delivery Date of the Products and such a postponement of the
Delivery Date shall not be deemed as a breach of this Agreement.
5.7. Prices. The agreed Prices of the Products shall be stated in the Proforma Invoice. The
Prices stated in the Proforma Invoice exclude all taxes and/or duties levied on the
Products or required to be paid during the export and import of the Products. The
Distributor shall not promote, sell or/and distribute the Products at an unreasonable low
price in the Customer Segment within the Territory. Without prior written permission
from Mindray, the Distributor shall not through itself or through any third party publish
Mindray’s Products’ prices on website, magazine or any other public media.
5.8. Any and all expenses, costs, and charges incurred by the Distributor in the performance
of its obligations under this Agreement shall be borne by the Distributor, unless Mindray
expressly agreed in advance in writing to pay such expenses, costs and charges.
5.9. The Distributor is solely responsible for the collection, remittance and payments of any
or all taxes, charges, levies, assessments and other fees of any kind imposed by
governmental or other authority in respect of the purchase, sale, importation, lease or
other distribution of the Products.
5.10. Payment.
5.10.1 Unless otherwise stated in the Proforma Invoice, the Distributor shall make full
payment of the Prices of the Products pursuant to the Proforma Invoice (without
deduction or setoff of any kind unless such deduction or setoff is expressly agreed
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to by Mindray in writing) by Telegraphic Transfer (T/T) to Mindray.

5.10.2 Notwithstanding any terms set out in the Purchase Order and/or the Proforma
Invoice, Mindray’s bank account for receipt of payment from the Distributor
and/or its Affiliates shall be the bank account set out in Article 5.11 below.
5.10.3 The Distributor is responsible for all the bank charges of T/T payment outside of
the People’s Republic of China. All payments due to Mindray from the
Distributor under this Agreement shall be made in US dollars, Euros, or other
currencies as set out in the Proforma Invoice, or if inapplicable, as mutually
agreed by both Parties in writing.
5.10.4 The Distributor shall maintain a healthy and solid financial status to ensure timely
payment as required in this Agreement.
5.10.5 If the Distributor fails to make the full payment according to the payment terms
herein, the Distributor shall pay a late fee to Mindray equivalent to the amount
accrued each day at 0.7% per month of the balance of payment due from the
Distributor under the Agreement (or, if lower, the highest rate allowed by
applicable law) in respect of the period starting on the due date of payment and
ending on the actual date of full payment of the overdue amount and late fees
accrued. In addition, Mindray reserves the right to suspend contractual
performance from the time such payment is overdue until the Distributor has
made full payment of the overdue amount, together with late fees accrued, or
terminate the Agreement in accordance with Article 11 below. The Parties
confirm that the sum of the late fee represents a genuine pre-estimate of Mindray's
damages suffered as a result of the Distributor’s failure to make timely payment
of the Prices. The Parties confirm that these late fees are reasonable and
proportionate to protect Mindray’s legitimate interest in the performance of this
Agreement.
5.11. Bank Account. Payment shall be made to Mindray by remittance into the bank account
information set out below:
Beneficiary: MR Global (HK) Limited

Payment Term: T/T
Bank Name: HSBC Hong Kong
Bank Address:HSBC Main Building, 1 Queen’s Road Central, Hong Kong
Swift code: HSBCHKHHHKH
Account No. (IBAN):741-016570-208 (SEK)

Payment Term: T/T
Bank Name: HSBC Hong Kong
Bank Address:HSBC Main Building, 1 Queen’s Road Central, Hong Kong
Swift code: HSBCHKHHHKH
Account No. (IBAN):741-001333-838 (CNY/USD/EUR/HKD/GBP)

Payment Term: T/T
Bank Name: Bank of China Macau Branch
Bank Address:Bank of China Building, Avenida Doutor Mario Soares, Macau
Swift code: BKCHMOMXXXX
Account No. (IBAN):185000008619420 (CNY/USD/EUR)
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CIPS Code: BKCHMOMXXXX (for Indirect Participant Bank CNY payment only)

Payment Term: L/C
Bank Name: Bank of China(Hongkong) Limited
Bank Address:9/F,Bank of China Tower,1 GardenRoad,HongKong
Swift code: BKCHHKHHXXX
Account No. (IBAN):012-875-9-277882-9 (CNY/USD/EUR)
ANY CHANGE OF THE ABOVE BANK ACCOUNT INFORMATION OF

MINDRAY SHALL BE EXECUTED BY BOTH PARTIES IN HARD COPY. FOR
AVOIDANCE OF DOUBT, THE DISTRIBUTOR FURTHER ACKNOWLEDGES
AND AGREES THAT ANY CHANGE TO THE ABOVE BANK ACCOUNT
INFORMATION OF MINDRAY THROUGH EMAIL, MESSAGE, FACSIMILE, ETC.
SHALL HAVE NO BINDING EFFECT ON EITHER PARTY.
5.12. Delivery.
5.12.1 Unless otherwise stated in the Proforma Invoice, the terms of Delivery of the
Products shall be as follows: Mindray will hand over all the Products to the first
carrier pursuant to CIP (port of destination as stated in the corresponding
Proforma Invoice) in accordance with INCOTERMS 2020 (“Delivery”) not later
than ninety (90) Business Days after receipt of the full payment of the Products
in accordance with this Agreement (the “Delivery Date”). Title and risk of loss
and damage to the Products shall pass to the Distributor upon Delivery of the
Products according to the terms of the corresponding Proforma Invoice.
5.12.2 Mindray may at its sole discretion extend the said Delivery Date due to any
irregular configurations or delay of accessory production upon a prior written
notice to the Distributor.
5.12.3 In case of any inconsistency between the CIP INCOTERMS 2020 and the terms
of this Distribution Agreement, the terms of the Distribution Agreement shall
prevail. In case of any inconsistency between the CIP INCOTERMS 2020 and
the terms of the Proforma Invoice, the terms of the Proforma Invoice shall prevail.
5.12.4 The Distributor undertakes to constantly improve internal trade security
conditions in accordance with relevant latest trade security standards in the
Authorized Economic Operators (AEO) certification, such as the Criteria for the
Certification of Enterprises by the Customs formulated by the General
Administration of Customs of the People’s Republic of China, and the
Framework of Standards to Secure and Facilitate Global Trade formulated by
the World Customs Organization. Moreover, the Distributor undertakes to
improve internal trade security management system, including strengthening the
internal workplace security, access security, personnel security, business partner
security, cargo security, container security, transportation security, internal
security training, and crisis management, to ensure timely feedback of any
abnormal conditions in the delivery of Products, to ensure the safety of Products
in transportation, and to avoid any impact on the delivery of Products.
5.13. In case the delivery of the Products is made by the Distributor’s appointed forwarder or
carrier, the Distributor undertakes that they shall go through the customs formalities
strictly according to the requirements of China Customs not later than sixty (60) days
after receiving the consignment and related customs documents from Mindray and
defend, hold harmless and indemnify Mindray, its Affiliates, officers, directors,
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employees and agents from and against any and all direct or indirect claims, demands,
actions, causes of actions, compensation, damages, liabilities, losses, costs, fees, fines
and expenses whatsoever (including, without limitation, reasonable legal fees and
expenses) arising out of or resulting from any fraud, misrepresentation, negligence,
nonperformance, willful action, or any other breach of any obligation or commitment to
China Customs by the Distributor or its appointed forwarder or carrier.
6. WARRANTY POLICY
6.1 Warranty Period
The Warranty Period for Product and its parts and consumables/accessories shall be
subject to the provisions specified in the corresponding Proforma Invoice.
The Distributor shall not warrant the End User the warranty period which exceeds
Mindray’s standard Warranty Period; in case of any breach of foregoing stipulation by
the Distributor, the Distributor shall, at its own cost, service the Products out of
Mindray’s standard Warranty Period and shall defend, hold harmless and indemnify
Mindray, its Affiliates, officers, directors, employees and agents from and against any
and all direct or indirect claims, demands, actions, causes of actions, compensation,
damages, liabilities, losses, costs, fees, fines and expenses whatsoever (including,
without limitation, reasonable legal fees and expenses) arising therefrom.
6.2 Discontinuation of Product
In the event that Mindray intends to discontinue manufacture of any model or design of
the Products that have been stopped for production, Mindray shall notify the Distributor
at least thirty (30) days prior to the intended discontinuation in writing. The Distributor
shall have the right to place a “final buy” order, and Mindray will do its best efforts to
satisfy such “final buy” order.
Mindray will provide service parts support for a minimum of five (5) years after a
Product is no longer in production. Mindray is not liable for inability to supply parts,
attributable to the actions of independent suppliers beyond the control of Mindray. The
Customer Service Department of Mindray will minimize any such actions by making last
time purchases prior to discontinuation, retaining inventory and obtaining direct
substitutes for these parts whenever possible.
7 COMPLIANCE
7.1 The Distributor agrees and undertakes that it shall comply fully with all applicable laws
and regulations in the performances of the Agreement and shall refrain from taking any
action that could result in liability for Mindray under applicable law, including the U.S.
Foreign Corrupt Practices Act (FCPA), UK Bribery Act 2010, the OECD Anti-Bribery
Convention or any other applicable anti-bribery and anti-corruption laws, regulations or
conventions.
7.2 The Distributor warrants that none of its employees, agents or distributors, officers, or
other members of its management are officials, officers, agents, or representatives of any
governmental organization or political party having governmental authority to make or
participate in any decisions regarding purchasing of the Products and/or Services in any
location where the Products and/or Services are provided.
7.3 The Distributor undertakes that it shall not grant any incentive, either directly or
indirectly, of money or other things of value, (hereinafter collectively referred to as a
“Incentive”), to any third party (public or private hospital managers, non-profit entities,
government or political party officials, civil servants or other public employees,
candidates for public office, representatives or employees of private business or any
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other persons acting on behalf of any of the foregoing) where such Incentive would
constitute a violation of any applicable law. The Distributor further acknowledges that
no employee of Mindray or its Affiliates has authority to give any direction, either
written or oral, relating to the making of any commitment by the Distributor or its agents
to any third party which may violate any terms of this Agreement.
7.4 The Distributor acknowledges the Products and services provided herein may be
governed by the applicable United States laws and regulations. The Distributor further
undertakes to comply with and ensure its sub-contractors and/or sub-dealers to comply
with the United States Export Administration Regulations, United States Office of
Foreign Asset Control Sanction Program and any other applicable regulations and to
establish a procedure and take all necessary measures to ensure that the Products and
Services shall not, directly or indirectly, be provided to any destination or country or to
any individual or entity or for any activity or end-use restricted or prohibited by such
laws and regulations, unless properly authorized by the appropriate government
authorities. Compliance with such requirement shall be subject to periodic audits by
Mindray.
7.5 Should the Distributor collect or process any personal data in the course of performance
of this Agreement, including but not limited to the personal data the Distributor acquires
from its customers, potential customers or Mindray, it shall strictly comply with the
requirements of the applicable data protection laws and regulations. The Distributor shall
maintain administrative, physical and technical safeguards to ensure data security,
including but not limited to protection against unauthorized or unlawful processing and
against accidental or unlawful destruction, loss or alteration or damage, unauthorized
disclosure of, or access to, personal data, confidentiality and integrity of personal data.
Distributor shall have sole responsibility for the data breach of customer data due to its
own fault or ignorance. The Distributor shall provide all reasonable assistance without
undue delay to Mindray to facilitate the fulfilment of its obligations under the applicable
data protection laws and regulations in connection with the Distributor. In case any
Product is returned to Mindray by the Distributor for service in or out of warranty or for
any other reason, the Distributor shall ensure that personal data is anonymized or
removed from the Product prior to returning the Product to Mindray. Mindray reserves
the rights to undertake regular or irregular data compliance audit of Distributor.
7.6 The Distributor further undertakes to comply with all others laws, regulations and
directives applicable to the performance of its obligations.
7.7 The Distributor’s failure to comply with the provisions of this Article 7 shall be deemed
an essential breach of this Agreement. Mindray may, in such case, terminate this
Agreement at its sole discretion upon written notice to the Distributor and without
prejudice to any other remedies that may be applicable.
7.8 The Distributor shall defend, hold harmless and indemnify Mindray, its Affiliates,
officers, directors, employees and agents from and against any and all direct or indirect
claims, demands, actions, causes of actions, compensation, damages, liabilities, losses,
costs, fees, fines and expenses whatsoever (including, without limitation, reasonable
legal fees and expenses) as a result of the violation of any applicable law or breach by
the Distributor of any term of this Agreement.
8 INTELLECTUAL PROPERTY RIGHTS
8.1 All intellectual property rights associated with Mindray, its Affiliates or the Products
(including but not limited to, company names, trade names, trademarks, patents,
copyrights, domain name, know-how and trade secrets, service manuals, circuit diagrams,
software, and all other technical data) remain the property of Mindray or remain the
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property of any subsidiary or other Affiliates of Mindray. This Agreement will not be
interpreted or construed as granting to the Distributor any license or other right in or to
any patent, copyright, trademark or other intellectual property right with respect to the
Product(s). Further, any goodwill associated with any of Mindray's trademarks or other
intellectual property rights will accrue to the sole benefit of Mindray. The Distributor
shall not use "Mindray," the name of any Product or any confusing or similar name
thereof in any publicity, advertising, telephone listing, sign, business card, letterhead or
in any other means, unless expressly permitted by this Agreement or as otherwise
authorized by Mindray or Mindray’s subsidiaries or other Affiliates in writing.
8.2 The Distributor shall not alter or remove any trademarks, service marks, trade names or
other marks affixed to the Products by Mindray, nor affix the intellectual property of
Mindray or Mindray’s subsidiaries or other Affiliates to any other products. All uses of
the intellectual property rights shall inure solely to the benefit of Mindray or Mindray’s
subsidiaries or other Affiliates. The Distributor shall not challenge or assist others in
challenging intellectual property rights of Mindray or Mindray’s subsidiaries or other
Affiliates. Unless otherwise explicitly permitted by Mindray in writing, the Distributor
agrees and acknowledges that it will not and has no right, directly or through any other
person, to register, apply to register, claim or assert ownership of, a right to or interest in
any trademark or service mark (whether in the form of text or stylized/figurative), trade
name, trade dress, corporate or company name, “doing business as” (d/b/a) name, or
network domain name under any international, national, common or administrative law
or regulations, which includes the word “mindray” (regardless of case or font), any
registered or unregistered trademark or service mark of Mindray or Mindray’s
subsidiaries or other Affiliates, or any word or words similar in orthography or
appearance to the word “mindray” (regardless of case or font) or any registered or
unregistered trademark or service mark of Mindray or Mindray’s subsidiaries or other
Affiliates.
9 CONFIDENTIALITY
9.1 During the valid period of this Agreement and for three (3) Years thereafter, each Party
shall keep confidential and shall not disclose to any third parties of the terms and
conditions of this Agreement and the Confidential Information disclosed to such Party
by the other Party. “Confidential Information” shall mean any information with
confidential nature, such as trade secrets, processes, techniques, inventions,
improvements, software programs, and know-how. The Confidential Information
received from the disclosing Party, shall only be disclosed to employees of the receiving
Party having a need to know the same for the purpose of this Agreement.
9.2 The Confidential Information shall not extend to the information:
(a) which was known to the receiving Party prior to receipt; or
(b) which is or becomes generally known or available to the public through no breach
by the receiving Party of Confidentiality obligations; or
(c) which was or becomes known to the receiving Party from a source free from
confidentiality obligations on disclosing; or
(d) which was independently developed by the receiving Party without use of the
Confidential Information of the disclosing Party.
9.3 Neither Party shall be considered in breach of Confidentiality obligation in this
Agreement if the disclosure of the Confidential Information is required by applicable law
or government organ.
10 Indemnification
Page 11 of 35
10.1 Third Party Claim. The Distributor shall defend, hold harmless and indemnify Mindray,
its Affiliates, officers, directors, employees and agents from and against any and all direct
or indirect claims, demands, actions, causes of actions, compensation, damages,
liabilities, losses, costs, fees, fines and expenses whatsoever (including, without
limitation, reasonable legal fees and expenses) :
(a) Any breach by the Distributor of this Agreement;
(b) Any negligent or intentional acts or omissions of the Distributor or the Distributor’s
personnel;
(c) Breach by the Distributor of any stipulation of Intellectual Property Rights in Article
8 of this Agreement;
(d) Any claims, suits, actions or proceedings asserted against Mindray by any third party
(including but not limited to any client, customer, sub-distributor or agent of
Distributor) relating to (i) the Products, to the extent arising out of any negligence,
misconduct or misrepresentation by the Distributor, or (ii) any other products
distributed by Distributer; or
(e) Without limiting the foregoing, any and all taxes, import duties, tariffs and similar
charges arising from the importation, sale or distribution of Products in or into the
Territory.
10.2 Without prejudice to the foregoing and other provisions in this Agreement, in case of any
breach by the Distributor of this Agreement, or any negligent or intentional acts or
omissions of the Distributor or the Distributor’s personnel, Mindray may, at its sole
discretion,
(a) cancel, revoke, modify, amend, and/or in any way alter any preferential policy or
arrangement and/or incentive or promotional scheme duly authorized by Mindray
and granted to the Distributor (“Incentive Scheme”), including but not limited to any
price discount, setoff and/or credit for payment; and/or
(b) block the Distributor’s ordering access to Mindray system.
11 Termination
11.1 Either Party may terminate this Agreement immediately by written notice
(a) if the other Party breaches any of the obligation stipulated in Article 7 (Compliance),
Article 8 (Intellectual Property Rights), Article 9 (Confidentiality) ， Exhibit D
(Regulatory Compliance Statement) and/or Exhibit E (Anti-Bribery and Anti-
Corruption Statement) of this Agreement, or
(b) if the other Party threatens to go into or goes into bankruptcy, liquidation or
insolvency, including but not limited to filing a petition, giving a notice, passing a
resolution, making an order for or in connection with the winding up of such Party;
(c) if the other Party makes an application to court, or an order is made, for the
appointment of an administrator, or a notice of intention to appoint an administrator
is given or an administrator is appointed over such Party, or
(d) if the other Party is acquired by or merged into, a competitor (or an affiliate or
subsidiary of such competitor) of the first Party (as reasonably determined by the
first Party), or
(e) if the other Party suspends or ceases, or threatens to suspend of cease, carrying on
all or a substantial part of its business, or
(f) if the other Party’s financial status is substantially worsened to the extent of
threatening timely payment under this Agreement (as reasonably determined by the
first Party) or,
Page 12 of 35
(g) if the other Party conducts an assignment or transfer prohibited under this
Agreement, or
(h) if the other Party breaches any other terms and conditions of this Agreement or any
Purchase Order under this Agreement and fails to cure its breach within thirty (30)
days upon receipt of a written notice from the first Party.
11.2 Without prejudice to the foregoing,
11.2.1 Mindray may terminate this Agreement upon giving thirty (30) days written
notice to the Distributor, should the Distributor
(i) fails to place order of 10% of the Minimum Commitment for the Initial
Period or make full payment therefor within thirty (30) days upon the
execution of this Agreement, or
(ii) fails to achieve the Minimum Commitment and/or the Sales Quota presented
in Exhibit B or as thereafter agreed in the written supplementary agreement
by both Parties.
11.2.2 Mindray may terminate the Authorized Service to the Distributor described in
Exhibit C attached hereto without prejudice to the other terms and conditions of
the Agreement should the Distributor fails to perform its obligations set forth in
Exhibit C thereof.
11.3 Either Party shall have the right to unilaterally terminate this Agreement for convenience
by giving three (3) months’ prior written notice to the other Party.
11.4 Any provision of this Agreement that expressly or by implication is intended to come
into or continue in force on or after termination or expiry of this Agreement shall remain
in full force and effect, including Articles 5, 6, 7, 8, 9, 10, 14 and 15, Exhibit D and
Exhibit E of this Agreement.
11.5 Termination or expiry of this Agreement shall not affect any rights, remedies, obligations
or liabilities of the Parties that have accrued up to the date of termination or expiry,
including but not limited to the right to claim damages in respect of any breach of the
Agreement which existed at or before the date of termination or expiry.
Notwithstanding the foregoing, in case of termination or expiry of this Agreement, any
Incentive Scheme duly authorized by Mindray and granted to the Distributor, including
but not limited to any price discount, setoff and/or credit for payment, shall cease to
apply immediately upon such termination or expiry, and no further rights will accrue
thereafter; any Incentive Scheme duly authorized by Mindray and granted to the
Distributor but not yet used by the Distributor prior to such termination or expiry shall
be forfeited; the Parties further agree that any purchase order placed to Mindray or other
transactions between the Parties after such termination or expiry shall not be deemed as
continuation, extension or renewal of the validity of this Agreement.
11.6 Upon the expiration or termination of this Agreement, the following will apply:
(a) The Distributor shall return to Mindray any and all promotional and marketing
materials (including, without limitation, all materials received pursuant to Article
4), price quotations, service manuals, circuit diagrams, software, technical data,
information and other items received from Mindray in connection with its
performance of this Agreement;
(b) Each Party shall fulfill its obligations in accordance with the terms of this Agreement
under any and all binding Proforma Invoice pursuant to this Agreement prior to the
date of termination. Notwithstanding the above, in the event of any expiration or
termination pursuant to this Agreement, Mindray may, at its sole option, cancel any
Page 13 of 35
Proforma Invoice without cost, penalty or liability on Mindray by giving prior

written notice to the Distributor.
12 LIABILITY
12.1 EXCEPT AS SPECIFICALLY PROVIDED HEREIN, IN NO EVENT SHALL
EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT,
EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES, LOSS OF PROFITS
(WHETHER PRESENT OR PROSPECTIVE), OR EXPENSE SUFFERED BY THE
OTHER PARTY IN CONNECTION WITH THIS AGREEMENT.
12.2 MINDRAY’S AGGREGATE LIABILITY FOR DAMAGES AND LOSSES
CLAIMED UNDER THIS AGREEMENT WITH RESPECT TO A PRODUCT SHALL
NOT EXCEED THE PRICES ACTUALLY PAID BY THE DISTRIBUTOR FOR
SUCH PRODUCT DURING (I) THE INITIAL PERIOD IF THE EVENT THAT
GIVES RISE TO SUCH LIABILITY OCCUR IN THE INITIAL PERIOD; OR (II) IF
AFTER THE INITIAL PERIOD, THE YEAR IN WHICH THE EVENT THAT GIVES
RISE TO SUCH LIABILITY OCCURS, AND WITH RESPECT TO LIABILITIES
THAT ARE NOT SPECIFIC TO A PRODUCT OR SERVICE, SHALL NOT EXCEED
THE AGGREGATE PRICE ACTUALLY PAID BY DISTRIBUTOR FOR
PRODUCTS UNDER THIS AGREEMENT DURING (I) THE INITIAL PERIOD IF
THE EVENT THAT GIVES RISE TO SUCH LIABILITY OCCUR IN THE INITIAL
PERIOD; OR (II) IF AFTER THE INITIAL PERIOD, THE YEAR IN WHICH THE
EVENT THAT GIVES RISE TO SUCH LIABILITY OCCURS EXCEPT TO THE
EXTENT OTHERWISE PROVIDED BY APPLICABLE LAW.
12.3 UNLESS THE DISTRIBUTOR, AS A CONDITION PRECEDENT TO ITS
ENTITLEMENTS UNDER SUCH CLAIM, NOTIFIES MINDRAY THAT IT
INTENDS TO MAKE A CLAIM IN RESPECT OF AN EVENT WITHIN THE
NOTICE PERIOD AND IN THE MANNER AS STIPULATED IN THIS ARTICLE,
MINDRAY SHALL HAVE NO LIABILITY FOR THAT EVENT. THE NOTICE
PERIOD FOR AN EVENT SHALL START ON THE DAY ON WHICH
DISTRIBUTOR OUGHT REASONABLY TO HAVE BECOME AWARE OF THE
EVENT HAVING OCCURRED AND SHALL EXPIRE THREE (3) MONTHS FROM
THAT DATE. THE NOTICE MUST BE IN WRITING AND MUST IDENTIFY THE
EVENT AND THE GROUNDS FOR THE CLAIM IN REASONABLE DETAIL.
13 FORCE MAJEURE
13.1 Provided it has complied with Article 13.3 of this Agreement, no party shall be liable or
responsible to the other Party, or be deemed to have defaulted under or breached this
Agreement, for any failure or delay in fulfilling or performing any term of this
Agreement (except for any obligations to make payments to the other Party hereunder),
when and to the extent such failure or delay is caused by or results from acts beyond the
impacted party's (the "Affected Party") reasonable control, including, without limitation,
the following force majeure events ("Force Majeure Events"):
(a) Acts of God, flood, storm, drought, fire, earthquake, extreme weather event, extreme
natural event, or other natural disaster;
(b) Plague, epidemic or pandemic (including the COVID-19 pandemic), quarantine,
lockdowns, interruption or failure of transportation (including cancellation or
postponement of shipment);
(c) Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for
war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic
Page 14 of 35
relations;
(d) Nuclear, chemical or biological contamination or sonic boom;
(e) Any law, order, requisition, regulation or any action taken by a government or public
authority, including lockdowns, the imposition of any export or import restriction,
quota or prohibition, or failing to grant a necessary licence or consent;
(f) Collapse of buildings, breakdown of plant or machinery, fire, explosion or accident;
(g) Any labour or trade dispute, difficulty or increased expense in obtaining workers,
materials or transport, strikes, industrial action or lockouts; and
(h) Interruption or failure of utility service or common carriers.
13.2 The corresponding obligations of the other Party will be suspended, and its time for
performance of such obligations extended, to the same extent as those of the Affected
Party. Performance of the obligations of both the Affected Party and the other Party
shall resume as soon as possible after the cessation of such Force Majeure Event.
13.3 The Affected Party shall:
(a) As soon as reasonably practicable after the start of the Force Majeure Event but no
later than fourteen (14) days from its start, notify the other Party in writing of the
Force Majeure Event, the date on which it started, its likely or potential duration, and
the effect of the Force Majeure Event on its ability to perform any of its obligations
under the Agreement; and
(b) Use all reasonable endeavours to mitigate the effect of the Force Majeure Event on
the performance of its obligations.
13.4 If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance
of its obligations for a continuous period of more than three (3) months, the Party not
affected by the Force Majeure Event may terminate this Agreement by giving three (3)
weeks’ written notice to the Affected Party.
14 APPLICABLE LAW
This Agreement shall be construed and governed by the laws of the People’s Republic
of China, without regard to its conflict of law principles. This Agreement shall not be
governed by the United Nations Convention on the International Sales of Goods.
15 DISPUTE RESOLUTION
The Parties agree to use their best reasonable efforts to resolve all disputes, controversies
and differences which may arise out of or in connection with this Agreement in an
amicable manner. If the settlement fails to be reached within two (2) months, any dispute
arising from or in connection with this Agreement shall be submitted to Shenzhen Court
of International Arbitration (SCIA), which shall be conducted in accordance with its
arbitration rules in effect at the time of applying for arbitration. The arbitral tribunal shall
consist of three (3) arbitrators. The arbitration shall be conducted in English, and the
place of arbitration shall be Shenzhen, the People’s Republic of China. The arbitral
award is final and binding upon both Parties.
16 INDEPENDENT CONTRACTOR
The Distributor is an independent contractor, not an employee, agent, franchisee, or
representative of Mindray. Except that as otherwise specifically provided in this
Agreement, the Distributor shall perform its obligations under this Agreement at its own
expense. The Distributor is not authorized to, and shall not attempt to, create or assume
any obligation or liability, express or implied, in the name or otherwise on behalf of
Mindray. The Distributor shall not enter into any contract, agreement or other
Page 15 of 35
commitment, make any warranty or guarantee, or incur any obligation or liability in the
name or otherwise on behalf of Mindray. This Agreement shall not be interpreted or
construed as creating or evidencing any agency, franchise, or partnership between the
Parties or as imposing any agency, franchise or partnership obligation or liability on any
Party.
17 ASSIGNMENT
Neither party shall assign their rights or delegate or subcontract their duties under the
Agreement to third parties without written consent of the other party except that Mindray
may assign all or any part of this Agreement to its Affiliates upon a written notice to (but
without prior written consent of) the Distributor.
18 DISTRIBUTOR’S GUARANTEE
The Distributor shall be jointly liable for any breach of any Purchase Orders placed by
the Distributor’s authorized company (and the corresponding Proforma Invoice)
pursuant to the Agreement, provided that procurement of the Products by such company
for the Distributor to distribute in the Customer Segment within the Territory is expressly
approved by Mindray. All Purchase Orders placed by such company (and the
corresponding Proforma Invoice) shall be governed and regulated by this Agreement.
19 ENTIRE AGREEMENT
This Agreement (including all Exhibits) constitute the entire Agreement of the Parties
with respect to the subject matter herein, and supersede any prior negotiations,
agreements, covenants, promises, conditions, quotations and/or understandings, whether
oral or in writing. If any provision of this Agreement is found to be invalid or
unenforceable, the remainder of this Agreement shall remain in full force and effect. This
Agreement cannot be modified except by written agreement signed by both parties.
20 WAIVER
Failure by either party hereto to enforce any of the provisions of this Agreement shall in
no way be considered as a waiver of such provision.
21 NOTICE
All notices hereunder or in connection herewith shall be addressed as follows:
If to Mindray: Shenzhen Mindray Bio-Medical Electronics Co., Ltd.

Mindray Building, Keji 12th Road South, High-Tech Industrial Park, Nanshan,
Shenzhen 518057, P.R.China
If to the Distributor:
Distributor Full Name:
Distributor Address with ZIP code:
Email Address:
Contact Person:
Distributor Tel:
IN WITNESS WHEREOF, the Parties hereto have duly caused this Agreement to be
executed as of the date first written above.
Page 16 of 35
MR Global (HK) Limited MEDVAL
By: By:
Signatory Name: Wang Hua Signatory Name:

Signatory Title: Authorized Representative Signatory Title:
(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)
Page 17 of 35
Attachments:
Exhibit A Products, Territory and Customer Segment

Exhibit B The Distributor’s Minimum Commitment and Sales Quota
Exhibit C Service Criteria and Obligation
Exhibit D Regulatory Compliance Statement
Exhibit E Anti-Bribery and Anti-Corruption Statement
Exhibit F Additional Clauses
Page 18 of 35
Exhibit A
Products, Territory and Customer Segment
1. Authorization under exclusivity：including the instrument listed below and the related
reagents and consumables
Product Customer Additional

No. Model Territory
Line Segment Remarks if any
BC-21s,BC-5000,BC-5390,BC-6200,BC
-6800Plus,BC-700[B],BC-720[R],BC-76 Related Reagen
1 IVD 0[B],BC-760[R],BC-760[R] CS,BC-780 Egypt Private ts and Consum
[R],CAL 8000,CAL8000 System,CRP- ables
M100,MC-80,SC-120,TM-1000
BA-88A,BS-2000M,BS-230,BS-240,BS- Related Reagen
2 IVD 2800M,BS-430,BS-600M,BS-800M,SPL Egypt Private ts and Consum
1000,SPL 2000,SPL 3000 ables
Related Reagen
CL-1000i,CL-1200i,CL-2000i,CL-6000i,
3 IVD Egypt Private ts and Consum
CL-8000i,CL-960i,SAL6000
ables
2. The Parties further understand and agree as follows supplementary to the abovementioned
Customer Segment within the Territory; In case of any inconsistency between the above table
and this clause 2 of Exhibit A hereof, this clause 2 shall prevail.
The Customer Segment includes Private market and Military hospitals.

The 2024 sales commitment includes the sales of analyzers, reagents and consumables.
For avoidance of doubt, the Products mentioned in this Agreement shall be used for the market
sector of Human only.
Page 19 of 35
Exhibit B
The Distributor’s Minimum Commitment and Sales Quota
1. The Distributor undertakes, during the Initial period, to purchase the Products for not less
than: 3,500,000 USD (“Minimum Commitment”).
Minimum Commitment shall be satisfied by purchases in accordance with the sub-product line
(“Sub-product Line Minimum Commitment”) as set out below:
Sub-product Line
Sub-product line Model Minimum Commitment
(USD)
Hematology Instrument BC-21s 300,000
Hematology Instrument BC-5000 300,000
Hematology Instrument BC-700[B] 60,000
Hematology Instrument BC-720[R] 180,000
Hematology Instrument BC-760[B] 220,000
Hematology Instrument BC-6800Plus 50,000
Hematology Instrument CAL8000 System 150,000
Biochemistry Instrument BS-230 300,000
Biochemistry Instrument BS-600M 440,000
Biochemistry Instrument BA-88A 200,000
CLIA Instrument CL-960i 500,000
CLIA Instrument CL-2000i 250,000
Biochemistry Instrument BS-800M 200,000
Biochemistry Instrument SPL 1000 50,000
Total Amount 3,500,000
2. Without prejudice to the foregoing, during the Initial Period of the Agreement, the Distributor
shall further fulfill the Sales Quota (“Sales Quota”) within the specific timeframe as described
below (the Sales Quota will be specified in percentage reflecting the fulfillment of Minimum
Commitment):
Minimum Sales Quota

Commitment Total
(USD) Q1 Q2 Q3 Q4
3,500,000 25.00% 25.00% 25.00% 25.00% 100%
The fulfillment of Minimum Commitment and Sales Quota shall be calculated based on the
Products actually shipped. For the avoidance of doubt, the Products ordered by the Distributor
which are not yet shipped out of Mindray’s facility shall not be calculated in the fulfillment of
the Minimum Commitment, and Sales Quota.
Page 20 of 35
Exhibit C
Service Criteria and Obligation
1. Definitions
In this Agreement the following expressions have the following meanings unless
inconsistent with the context:
1.1 “RMA” means “Return Materials Authorization” that is used for warranty claim with
respect to defective Products or/and parts as provided by Mindray.
1.2 “Warranty Period” means the time period during which Mindray warrants the Products
or/and parts are free from defect in design, material and workmanship.
1.3 “Service Territory” means the geographical area(s) as set forth in this Exhibit C.
1.4 “Service Customer Segment” means the customers as set forth in this Exhibit C.
2. Service Authorization
2.1 Unless otherwise provided in the clause 2.2 of Exhibit C hereunder, the Service Territory
and Service Customer Segment are the same as the Territory and Customer Segment
described in Exhibit A of this Agreement.
2.2 The Parties further understand and agree as follows supplementary to the abovementioned
Service Customer Segment within the Service Territory; In case of any inconsistency
between clause 2.1 and this clause 2.2 of Exhibit C hereof, this clause 2.2 shall prevail.
As this contract will be multi year , we should to sign supplementary contract with this
distributor including :
1- Engineers , CAS coverage and configuration
2- Service revenue target set to be 4 % from sales target divided to Warranty , spare parts
and consumables.
3- Visits periodic for each models
4- Service level provided to customers
For avoidance of doubt, the Service Territory and Service Customer Segment described
in Exhibit C hereof are independent from the Territory and Customer Segment described
in Exhibit A of this Agreement.
3. Rights and Obligations

3.1 Service Team and Requirement
In order to guarantee the quality of service activities, the Distributor shall nominate
service engineer(s), prepare spare part and tools based on the following requirement. The
service engineer(s) shall obtain medical-related certificate or have relevant background
and complete service training within three (3) months after this Agreement settled.
Items Lines Requirement
Per 40 units of analyzer (Hematology, Bio-chemistry),
Service Medium& High-end
IVD one (1) service engineer.
Team models:
Per 35 units of analyzer (CLIA), one (1) service engineer.
Page 21 of 35
At least one (1) service engineer.

Per 50 units of analyzer (Hematology, Bio-chemistry),
one (1) application specialist.
Per 35 units of analyzer (CLIA), one (1) application
specialist.
At least one (1) application specialist.
Per 80 units of analyzer, one (1) service engineer.
low-end models:
At least one (1) service engineer.
After signing this Agreement, the Distributor can obtain the account and password of the Mindray system,
and shall enter its engineer information through the Mindray system within one (1) month.
Calibrati Immunoassay
IVD Luminous system alignment tool kit
on Tool products
The Distributor shall, at its own cost, confirm necessary spare parts, loaners list
Spare Part & Loaner and purchase plan with Mindray customer service department for the service of
the Products. The purchase procedure can be started once this Agreement settled.
3.2 MCSR/CCAC Requirement

Mindray shall provide operation, service and clinical training to the Distributor and the
distributor shall attend the training and obtain the MCSR (Mindray Certified Service
Representative) and CCAC (Channel Clinical Application Certification), if the
Distributor fails to do so, Mindray may require the Distributor to take corresponding
corrective and remediate actions. The Distributor shall also provide appropriate training
for End Users with regard to the use of any Products sold by the Distributor in the Service
Territory and Service Customer Segment.
According to the above engagement, the Distributor shall have the following number of
personnel for the respective certification.
Product Service Application
MCSR CCAC
Line Engineer Specialist
IVD 8 14 4 4
3.3 Spare Parts Requirement

3.3.1 Mindray will recommend a spare parts inventory list to the Distributor and examine the
Distributor's spare parts inventory
3.3.2 Distributor should stock spare parts according to Mindray's recommended list.
3.3.3 Spare parts stock amount requirement: Spare Parts Stock Amount vs. Sales Minimum
Commitment, IVD 5%, PMLS 3%, MIS 2%.
3.4 Service Requirement

3.4.1 Authorized product service categories include installation, auxiliary installation, surveys,
repairs, maintenance, and upgrades.
Activities Service order Description
Installatio Installation General equipment installation, customer training, and acceptance work.
Page 22 of 35
Activities Service order Description

n Service Before the installation of the equipment to the customer site to conduct
Site survey
a survey to ensure that the installation conditions are qualified.
Assistance with
Assist other engineers with equipment installations.
Installation
Installation Execute operation training and clinical training, and enhanced training
training after 3 months using.
Execute preventive maintenance as manufacture requirement, make
Preventive
preventive maintenance report to customer and keep the preventive
Maintenance
maintenance recorder.
Regular Upgrade Upgrade Software and function module.
Services Repair General equipment repair work related to equipment use.
Clinical Initiative visiting to customer to handle abnormal results, quality control
Application analysis, personnel practices, improper use of reagents and consumables,
Visiting competence and awareness-raising
3.4.2 Claim Procedures

Mindray's obligation under this Warranty is limited to repair or replace any parts returned
from Distributor in accordance with the Claim Procedure and Return Policy as defined
below. The Distributor shall be responsible for any services to End Users.
The Distributor shall submit warranty claims with respect to the defective Product(s)
or/and part(s) with the “RMA (for Warranty Claim Report)”, via electronic mail, facsimile
or mail or any other means agreed by the Parties. The Distributor shall clearly indicate
the model number, serial number and a brief description of the return reason on RMA
form. Within five (5) Business Days after receipt of the warranty claim, Mindray will fill
in the “RMA (for Warranty Claim Report)” and return RMA to the Distributor together
with S/O No. (the Claim Number of the “RMA (for Warranty Claim Report)”), if the
warranty claim is confirmed and accepted.
3.4.3 Return Policy:
If any Product or/and part is to be serviced or returned to Mindray, the following
procedure should be followed:
Step 1: Complete RMA form.
Step 2: Send the form to Customer Service Department of Mindray via e-mail or fax or
any other means confirmed by Mindray.
Step 3: Obtain a S/O Number by E-mail or Fax from Mindray.
Step 4: Return the defective or non-conforming Products or/and part(s) to Mindray with
the S/O number clearly written on the shipping container and attach the RMA
form together with the part(s).
The defective Product(s) or/and part(s) should be returned to the designated address
indicated in the RMA form obtained from Mindray service engineers.
The return shipment is not acceptable to Mindray if the S/O number is not clearly visible
on the shipping container.
3.4.4 Freight Policy
For in-warranty Products or/and parts, the Distributor shall bear freight charges and
insurance costs when the part(s) or unit(s) is shipped to Mindray for service. Mindray will
bear the freight charges and insurance costs when the repaired or replaced parts(s) or
unit(s) is shipped back to the Distributor. The Distributor shall bear the custom charges
going out and into the Territory, and Mindray will bear the custom charges going out and
into China mainland.
Page 23 of 35
For out-warranty Product(s) or/and Part(s), all freight, insurance charges and custom
charges incurred from Product(s) or/and part(s) return shall be borne by the Distributor.
3.4.5 The Distributor shall be responsible for the quality plan of the products sold to end users.
The Distributor shall be responsible for the installation, training, after sales service and
maintenance for the Products sold in the Customer Segment within the Territory. The
Distributor shall also service the Products sold by previous Distributor in the Customer
Segment within the Territory at request of End User. The service with respect to the
Products shall be in compliance with Mindray’s Warranty Policy.
3.4.6 Repair or replacement of the Products shall be performed in accordance with the Warranty
Policy. Mindray grants no warranty on any unauthorized repair or replacement work. The
Distributor is responsible for any damages or claims arising from its repair or replacement
work and other services. Return of defective Products or parts for in-warranty or out-of-
warranty repair or replacement shall follow procedure instructions stated in this
Agreement.
3.4.7 Installation Feedback: After finishing the installation, the Distributor shall upload
installation information in Mindray system for key models defined by Mindray within 10
days of completion of Installation.
3.4.8 End User Information: The Distributor shall provide End User Information whenever
the service activities including installation, repair, visit and maintenance, been conducted
by the Distributor. All End User information recorded on Mindray CRM system will be
used in Mindray Customer Satisfaction Survey ONLY and Mindray shall protect End
User information based on Mindray Discipline Management Policy.
3.4.9 Service Order: The Distributor shall create service orders in Mindray system within ten
(10) business days and be responsible for the service activities （ such as installation,
maintenance, repair and Clinical Application ） with Mindray requirements. After
finishing each service order, a Service Report shall be issued and upload on Mindray
system with the End User signature.
3.4.10 Service Records and Training Record: Distributor shall arrange dedicated service
personnel to manage all the service records, which should be kept at least five(5) years,
and subject to the request of audit from Mindray or related authorities only.
3.4.11 Mindray Platform: Mindray shall provide user account to the Distributor for Mindray
CRM/FSM System, Cloud learning platform and Technical Material platform. The access
of mentioned Mindray platform are not allowed to be released to any other party without
approval by Mindray.
3.4.12 Preventive Maintenance (P.M.): Distributor shall initiatively plan the preventive
maintenance for all the installed machines, and execute the maintenance activities with
original Mindray P.M. kits.
3.4.13 Service Review: Mindray shall share service operational data to the Distributor at
regular intervals for reference purpose, including purchase records, installation feedback,
training status and other indicators. The Distributor shall work with Mindray and make
an improvement in service performance factors that may not meet the requirement.
3.5 Customer Satisfaction Indicator (CSI) Monitoring

Mindray will monitor customer satisfaction indicator, and rectify Distributor service if
Page 24 of 35
any complain from customer.

3.5.1 Mindray will collect customer’s evaluation of services by CSI survey. The survey
included 4 kinds of order types: generally installation, breakdown, P.M., clinical service.
When these orders are completed, the system automatically triggers email survey. If email
survey doesn’t fill within 3 days, the survey will be handled by Mindray call center agent.
3.5.2 The CSI focus on service quality, efficiency, attitude and customer’s feedback or
suggestions in order to get the voice of customer.
3.5.3 The CSI is total 100 points. If CSI is lower than 80 points and with customer’s complain.
Mindray shall request the Distributor to rectify the service.
3.5.4 Mindray reserves the right to adjust CSI rule.
3.5.5 If customer complain about the Distributor’s service, the Distributor shall rectify the
service
3.5.6 If the Distributor fails to rectify the situation within 30 days after Mindray has issued a
rectification notice or the rectification is ineffective, the Distributor is in violation and
shall undertake the default liability as specified in Section 3.7 of this Exhibit C hereunder.
3.6 Violations in Service

Nature of
Default name Description Corrective Measures
Violation
Failure to For under-warranty equipment, the Warning letter to Distributor,
return faulty Distributor shall return the defective Mindray reserves the right to
spare parts spare parts to Mindray within 90 days charge the agreed price for the
under warranty after completion of the repair. replacement of the spare part.
The spare part
applied for
The spare parts received by the Warning letter to Distributor,
under warranty
Distributor for equipment under Mindray reserves the right to
equipment used
warranty can only be used for charge two times list price for
for out of
corresponding equipment. the replace spare parts.
warranty
equipment
Distributor has obligation to ensure
that Mindray Products are clearly Warning letter to Distributor,
Destroy Spare labeled, and are responsible for any Mindray reserves the right to
Parts ID label damage or alteration of product charge the related parts at
Serious labeling due to the Distributor's listed price
Breach reasons.
Warning letter to Distributor,
Mindray reserves the right to
Distributor shall not use spare parts not
Use non- cancel the warranty of the
supplied by Mindray for repairs,
original spare corresponding equipment and
maintenance, upgrades and other
parts reserves the right to suspend
services.
the technical support for this
equipment.
Warning letter to Distributor.
Fake There are two situations: If the situation is minor,
installation 1) Minor: the installation data is not Distributor will be requested
information, the actual installation date; to correct the actual
installation 2) Serious: Falsify installation information of the installation
information not information including installation information within 5 days;
actual. report, contract information. If the situation is serious,
Distributor will be requested
Page 25 of 35
to correct the actual

information of the installation
information within 5 days and
Mindray keep the rights to
cancel the related benefits
related to the corresponding
equipment.
Only authorized Distributors who are
qualified to provide service for the
Transfer of corresponding products can accept
assignments to service assignments for the Warning letter to Distributor.
unauthorized, corresponding products. Request Distributor to correct
unqualified The actual service personnel provided the information.
personnel by the Distributors does not match the
engineer recorded in the CRM/FSM
system.
Customer Complaints about service timeliness, Warning letter to Distributor.
Customer service service attitude, technical level and Request Distributor to provide
Complaint satisfaction other service quality complaints that complain cause analysis and
s scores below are verified to be the responsibility of corrective solution to correct
80 the Distributor. the complain
A. Distributor is required to give root cause analysis and rectification initiatives within 15 days after
receiving the warning letter.
B. For expenses incurred by the Distributor for breach of contract, if the Distributor fails to pay within
30 days, Mindray reserves the right not to fulfill any order agreement until the Distributor pays in full
and to apply the Distributor's payment of the order to the expenses incurred by the breach of contract
with no liability whatsoever.
3.7 Service Assessment and Incentives:

3.7.1 Mindray should evaluate Distributors' service, based on the assessment result and rating,
the Distributors are classified into four Service Levels, namely, Candidate Service
Channel, Bronze Service Channel, Silver Service Channel and Gold Service Channel.
3.7.2 Service KPIs consist of Basic Service KPIs, Product Line Service KPIs and Regional
Service KPIs, including (but not limited to) the following, Service Team (Qty of Field
Service Engineer, Qty of clinical application specialist, MCSR&CCAC Coverage Rate),
Service investment (spare part, workflow and documentation), Customer Management,
Service quality, Cooperation (Mindray system usage, installation feedback, spare part
return, Service Revenue), Customer Satisfaction and Other Criteria (such as Installation
quality etc.), Distributors are scored on service KPIs per quarter.
3.7.3 Basic Service KPIs.
Indicator Score Breakdown of scoring
FSE fulfillment rate =Actual number of FSE/Theoretical number of FSE;
Field Service
If FSE fulfillment rate≥60%，Score=10*( FSE fulfillment rate-
Engineer (FSE) 10
60%)/40%;
Fulfillment Rate
If FSE fulfillment rate＜60%，0 Score;
MCSR-E/CCAC Coverage Rate=Actual number of Training Certificate/
MCSR-E/CCAC Theoretical number of Training Certificate
10
Coverage Rate If MCSR-E/CCAC Coverage Rate ≥50%, Score=10*(MCSR-E/CCAC
Coverage Rate -50%)/50%
Page 26 of 35
If MCSR-E/CCAC Coverage Rate < 50%, 0 Score

Spare Parts SPI ratio = investment in spare parts stork / Spare Parts Target.
10
Indicator (SPI) Score=SPI ratio * 10，Maximum 10 Score
Installation feedback ratio :
Installation
10 If Feedback ratio ≥60%，Score=10*（ Feedback ratio-60%）/40%.
Feedback
If Feedback ratio <60%, 0 Score.
Service Revenue Completion ratio=Qty of Service Revenue/The current
Service Revenue
10 total Service Revenue Target
Completion Ratio
Score=10*Service Revenue Completion ratio
Service unqualified including (but not limited to) Basic Service KPIs < 30 Score.
3.7.4 Bronze Service Level for KPI Qualified Distributors, Silver Service for KPI Good
Distributors, and KPI Outstanding Distributors will have the opportunity to be granted as
Gold Service Level through the yearly channel defense, in which Distributor is requested
to present and highlight their achievement at following aspects, including but not limited
to, Service Strategy, Service Team, Customer Service Management, Issue & Requirement
escalation, Professional service requirements for each product.
4. Termination of Services
4.1 Mindray reserves the right to terminate the Authorized Service to the Distributor under
this Exhibit C of this Agreement without prejudice to the other terms and conditions of
the Agreement, if:
(1) the Distributor receives three (3) warning letters during one calendar year, or fails
to provide a root cause analysis and corrective solution within fifteen (15) days of
receiving warning letters; or
(2) the Service KPIs are assessed as "unqualified" and further the Distributor fails to
provide a root cause analysis and corrective solution within fifteen (15) days of
receiving the warning letter.
4.2 Upon expiration or termination of this Agreement or termination of the Authorized
Service, the following terms shall be executed:
4.2.1 Distributor shall return to Mindray all service materials related to this Agreement within
thirty (30) days from expiration or termination, including service product quotations,
service manuals, circuit diagram, software, technical data, and other items received from
Mindray;
4.2.2 Distributor shall honor its service order obligations that were accepted by Mindray prior
to expiration or such termination and that have been placed under Distributor's account in
Mindray's Service Order Management System (CRM/FSM);
4.2.3 Upon expiration or such termination, Mindray may cancel any uncompleted service
orders with 15 days' notice to the Distributor at no cost or liability;
4.2.4 Mindray reserves the right to demand compensation from the Distributor for the expenses,
costs and damages incurred by Mindray in relation to the termination resulting from
Distributor’s breach of this Exhibit C of this the Agreement;
4.2.5 The expiration or termination of this Agreement or termination of the Authorized Service
shall not affect any rights and/or remedies of Mindray accrued up to the date of
Page 27 of 35
termination or expiry in accordance with this Exhibit C of this the Agreement.
Page 28 of 35
Exhibit D
Regulatory Compliance Statement
1. The Distributor shall be responsible for securing any governmental or regulatory approvals
necessary for the use, sale, distribution, shipment, storage, and import of the Products in
the Territory and provide proofs of regulatory notification or approvals as requested by
Mindray. The Distributor shall obtain and keep in effect all required licenses, permits and
authorizations (collectively, "Registrations"). The Distributor shall also furnish with
Mindray a monthly report on the Registrations status and progress proactively. The
Distributor shall send copies of the Registrations to Mindray by airmail or by facsimile and
inform Mindray of the contact of the relevant governmental body. Any and all information,
documentation and material provided by Mindray to the Distributor for Registration are
Confidential Information, and shall be subject to the Confidentiality obligations as set forth
in Article 9 of this Agreement. The Distributor shall pay all applicable Registration fees,
duties, taxes and other expenses relating to the sale and use of the Products within the
Territory.
2. Mindray will provide the Distributor with all necessary assistance in connection with the
Distributor obtaining Registrations. The Distributor shall also assist Mindray in local law
or/and regulatory compliance requirement. The Distributor will advise Mindray, upon
Mindray’s request, of the requirements for obtaining Registrations, of the status of all
Registrations, and will notify Mindray prior to 3 months before the registration expiration,
whenever any Registration is called into question, and whenever any applicable law of the
Territory relating to such Registrations is modified. All such Registrations shall be in the
name of Mindray or, if Registration in Mindray’s name is prohibited by applicable law, in
the name of a party designated in writing by Mindray or in trust for Mindray. Mindray shall
have the sole authority to cancel or transfer (or direct the cancellation or transfer of) all
such Registrations. If this Agreement expires or is terminated for any reason, the Distributor
shall transfer all governmental Registrations held by the Distributor in connection with the
Distributor's distribution of the Products to Mindray or its designee. The undertaking of the
official fees, costs and expenses charged by the competent authorities ("Official Fees")
arising from such transfer shall be negotiated by Mindray and the Distributor;
notwithstanding the foregoing, any other costs except the Official Fees shall be solely borne
by the Distributor.
To the extent that the law requires Mindray, rather than the Distributor, to file any
Registration, Mindray shall register the Products as required by law. The Distributor shall
provide all necessary assistance to Mindray in connection with the filing of such
Registrations.
2.1 During the valid period of this Agreement or within the validity period of each product
sanitary registration certificate or upon the expiration or termination of this Agreement, the
Distributor
a) shall not cancel or change the Registrations without reason or maliciously without a
written consensus on the handling of the Registrations reached by both Parties,
b) shall not authorize and transfer the registrations to any third party without the written
authorization of Mindray in any way directly or indirectly before obtaining the express
written consent of Mindray;
c) shall not transfer, lease, authorize, pledge, mortgage, and set up any security real rights
Page 29 of 35
related to the Registrations of the alleged product referred to in this Agreement to others,
and shall not allow others to use the Registrations without the express written consent
of Mindray.
d) guarantees that it shall not abuse any rights of the registered owner or holder.
2.2 If Mindray chooses to dispose of the Registrations by transfer, cancellation or other
methods recognized and accepted by local laws and regulations, the Distributor shall
actively cooperate and assist Mindray to complete the above actions from the 15th day after
the issuance of the written notice.
3. The Distributor shall promptly report to Mindray within 24 hours of receiving any
information related to a medical device Complaint and/or serious incident.
3.1. In handling any complaints, the Distributor will use its best efforts to maintain and promote
good public relations for Mindray.
“Complaint” is written, electronic or oral communication that alleges deficiencies related
to the identity, quality, durability, reliability, usability, safety or performance of a medical
device that has been released from the organization’s control or related to a service that
affects the performance of such medical devices（ISO 13485：2016, 3.4）
3.2. The Distributor is obligated to submit report and keep record with respect to the Products
under the appropriate government regulations. In the event that the Distributor becomes
aware of any event involving the Products which is required to be reported under these
government regulations, it shall use commercially reasonable efforts to give notice of such
event to Mindray within twenty-four (24) hours.
3.3. The Distributor shall be the contact for end users and assist or cooperation with Mindray in
effecting any recall, update of the Products or field corrective action which, in Mindray's
opinion, when it is necessary. In particular, the Distributor shall comply with protocols and
time frames established by Mindray for such recall, update or corrective actions.
4. The Distributor shall perform safety tests and provide annual calibration of the Products
for the End User in compliance with Product manual. Installation, operation, maintenance
and repair of Products shall be implemented strictly as per operation manual, installation
manual and service manual referring to local regulatory requirement to avoid any harm or
accident. The Distributor shall not recommend, perform or demonstrate any use or
application of any Product that is not specifically set forth in the written materials furnished
by Mindray unless otherwise approved in writing by Mindray. Mindray is irrelevant with
any risk, malfunction or accident caused by installation or maintenance which violates
operation manual, installation manual, service manual or local regulatory requirement.
Installation and maintenance must be implemented by staff passed Mindray training.
Mindray is irrelevant with any risk, malfunction or accident caused by installation or
maintenance implemented by people who didn't pass Mindray training.
5. All Products covered by this Agreement shall be traced by serial numbers or batch (lot)
numbers. The Distributor shall be responsible for the traceability of delivered Products in
the Territory. The Distributor shall keep installation, maintenance, upgrade, repair records,
for each item, of the name and addresses of the End Users. Related records should be kept
for 10 years for traceability. These records are to be timely delivered to Mindray upon
request by Mindray or competent authorities, and/or upon expiration or termination of the
Agreement.
6. The Distributor shall be responsible, at its own expense, for the collection, treatment,
Page 30 of 35
recovery and environmentally sound disposal of waste Products from end users in
accordance with the regulations of Directive 2012/19/EU on Waste Electrical and
Electronic Equipment (W.E.E.E.).
7. Mindray will furnish English operator’s manual, service manual, label, catalogues and
other messages. The Distributor is responsible for the translation of the said documents into
any other language if it is required and Distributor is responsible for the translation quality.
Page 31 of 35
Exhibit E
Anti-Bribery and Anti-Corruption Statement
This Anti-Bribery and Anti-Corruption Statement (the “Statement”), as an exhibit to and part
of the Distribution and Supply Agreement (the “Agreement”), has the same legal effect as the
Agreement.
Article 1 Compliance Commitments and Warranties

The Distributor promises and guarantees to, and requires the Distributor’s Relevant Persons
(including but not limited to shareholders, legal representatives, executives, directors,
supervisors and employees of the Distributor and consultants, agents, representatives, suppliers,
distributors and any other entities or individuals engaged by the Distributor to perform the
Agreement) to:
a. Abide by all applicable anti-bribery and anti-corruption laws, regulations and relevant
international conventions (hereinafter referred to as "Anti-corruption Laws"), including but
not limited to China’s anti-bribery and anti-corruptions laws and regulations, the U.S.
Foreign Corrupt Practices Act (FCPA), UK Bribery Act 2010, the OECD Anti-Bribery
Convention.
b. Never, directly or indirectly, offer, give, promise to give or authorize to give "Anything of
Value"1 to any government agencies, companies, enterprises or other organizations,
government officials2 or individuals (including employees of Mindray or its Affiliates and
their relatives), or take other actions that violate Anti-corruption Laws, for the purpose
of obtaining or retaining business, seeking business opportunities or competitive
advantages, or obtaining any improper benefits.
c. Never, directly or indirectly, offer, give, promise to give or authorize to give "Anything of
Value" to any government agencies, companies, enterprises or other organizations,
government officials or individuals (including employees of Mindray or its Affiliates and
their relatives), or take other actions that violate Anti-corruption Laws, for the purpose
of obtaining or retaining business, seeking business opportunities or competitive
advantages, or obtaining any improper benefits, for Mindray or its Affiliates.
Article 2 Compliance Training
The Distributor agrees that it will conduct compliance trainings for Relevant Persons in
accordance with the requirements of Mindray.
Article 3 Books and Records; Audit

The Distributor agrees that all transactions and expenditures in connection with this Agreement
will be accurately reflected in its books, records and other supporting documents (hereinafter
“Documentations”), which shall be kept for at least five years. Mindray shall have the right to,
subject to a prior written notice to the Distributor, at any time during the valid period of the
1 "Anything of Value" includes, but is not limited to, cash and cash equivalents (e.g., prepaid cards, vouchers); charitable
or political contributions and sponsorship; employment opportunities (e.g., full-time or part-time, internship); excessive or
unwarranted commissions; facilitation payments; favorable contracts; gifts, entertainment and hospitality (e.g., meals, travels,
invitations or tickets to events); investment opportunities or stock options; kickbacks; and services that would otherwise
be paid for and/or purchased.
2 “government officials” includes, without limitation, officials and employees of government agencies, officials of political
party organizations, employees of any state-owned enterprises, public institutions, or any other state-controlled institutions or
organizations.
Page 32 of 35
Agreement and within five years after its termination, directly or through independent
consultants appointed by Mindray, audit any Documentations related to the activities conducted
by the Distributor in connection with the Agreement, as well as to interview the Distributor’s
employees, to confirm its compliance. If the results of such audit identify Distributor’s violation
of aforementioned commitments and undertakings, in Mindray’s fair opinion, without prejudice
to other remedies under this Agreement, the Distributor shall bear the expense of such audit and
shall implement prompt corrective actions acceptable to Mindray. The Distributor’s failure to
keep Documentations as required in this Article 3, or refusal to help or cooperate with Mindray
in such audits, shall constitute a material breach of the Agreement. In case of such breach,
Mindray will be entitled to terminate this Agreement with immediate effect.
Article 4 Report of Violations

a. During the valid period of the Agreement, if the Distributor is notified of or suspected of a
violation of the above undertakings and commitments, it shall immediately report to
Mindray of the relevant situation in writing and use reasonable efforts to cooperate with
Mindray in investigating such violations at Mindray’s request.
b. The Distributor is obliged to report the violations of Anti-Corruption Laws and unethical
behaviors by Mindray employees in performing the Agreement.
c. Such report may be made via phone call, facsimile, letter, e-mail, oral communication or
other means, and may be anonymous or in real name. Mindray shall protect the
confidentiality of the report. For the above purpose, Mindray’s contact information for
receiving reports is as below:
• Telephone/fax/answering machine: +86-755-81888787
• E-mail address: compliance@mindray.com
• Group Supervisory Director, Mindray Building, Keji 12th Road South, High-tech
Industrial Park, Nanshan, Shenzhen 518057, P. R. China.
Article 5 Defense for Mindray in Anti-Corruption Investigations
If any administrative or judicial authority initiates any investigation procedure against Mindray
on the grounds that any conduct related to the performance of this Agreement is suspected of
violating any Anti-Corruption Laws, the Distributor shall, upon Mindray’s request,
provide Mindray with comprehensive and necessary assistance and defend for Mindray’s rights
and interests. Mindray shall compensate the Distributor for reasonable expenses incurred in
providing such assistance.
Article 6 Termination of Agreement and Liability for Breach

Violation of any article in this Statement constitutes a material breach of the Agreement, which
renders the purpose of the Agreement unachievable. In the event of any violation of this Anti-
Corruption Statement, Mindray shall have the right to notify the Distributor to immediately
terminate all agreements between Mindray and the Distributor, and immediately stop supplying
Products and making any payment to the Distributor. The Distributor shall be responsible for
all losses occurred to itself and compensate Mindray for any losses caused.
Article 7 Valid Period

The obligations of the Distributor stipulated in Article 3 and Article 5 of this Statement shall
remain after the expiration or termination of the Agreement, unless or until Mindray expressly
exempts the Distributor from continuing to assume such obligations in writing.
Page 33 of 35
Exhibit F
Additional Clauses
For IVD Products
1. The Distributor shall not sell or provide any reagents which are not purchased from
Mindray or any third parties authorized by Mindray, for any products of hematology,
biochemistry and CLIA analyzers manufactured by Mindray or its Affiliates, whether such
products of hematology biochemistry and CLIA analyzers are purchased under this
Agreement or not.
2. In the event of scraping reagents which the Distributor purchases from Mindray under this
Agreement, the Distributor shall engage local qualified medical waste disposal entity to
scrap the reagents mentioned above. Qualified Medical Waste Disposal Entity shall mean
the medical waste disposal entity which is properly authorized by the appropriate local
government authorities. The Distributor shall assure that the reagents to be scrapped shall
be sealed in original package and maintained leak proof before transported to Qualified
Medical Waste Disposal Entity. The Distributor shall further keep adequate records with
respect to handing over the reagents to be scrapped including but not limited to Hazardous
Waste Hand Over List as formatted in this Exhibit F signed by the Distributor and Qualified
Medical Waste Disposal Entity, for the purpose that both parties are able to verify the
models and quantities of the scrapped reagents. The following treatment may be used as a
reference according to the ingredients stated in the instruction of the reagents:
a) For reagents containing pure chemical substances, it is recommended to directly
discharge after appropriate dilution if the reagents solution is neutral. Otherwise,
appropriate lye or acid solution should be used to neutralize the reagents in advance
prior to discharge.
b) For reagents containing serum, high pressure sterilization (recommended at 121℃ for
30 mins) is required in advance prior to discharge.
c) For reagents containing antigenic or antibody, high pressure sterilization
(recommended at 121℃ for 30 mins) is required in advance prior to discharge.
Notwithstanding the above, the Distributor shall undertake to comply with all laws,
regulations and directives applicable to scraping of reagents mentioned above. Upon
Mindray’s request, the Distributor shall provide Mindray with sufficient evidences proving
that the reagents mentioned above have been scrapped by Qualified Medical Waste
Disposal Entity according to all applicable laws, regulations and directives.
3. Hazardous Waste Hand Over List

Hazardous Waste Hand Over List
No.:
Scraping Reagents
Description/ Quantity Handed Over
Date Disposal Received by
/Generation Period by
Distributor
XXXX-XX- □Scraping Reagents： Signature & Distributor name Signature
XX boxes Date &Date
Page 34 of 35
□Generation Period：
□Scraping Reagents： Signature &

XXXX-XX- Distributor name Signature
boxes Date
XX &Date
□Scraping Reagents： Signature &
XXXX-XX- Distributor name Signature
boxes Date
XX &Date
4. Reagents Policy
The Distributor shall store and display In-vitro diagnostic reagents in accordance with
explicit instructions as directed in instrument operation manual. If any such reagents in
shelf-life have been proven unqualified and confirmed by Mindray in written, the
Distributor is obligated to destroy all such unqualified reagents immediately according to
the applicable laws, statues or regulations at its own expenses upon receipt of the written
instruction by Mindray. The Distributor shall keep the relevant records or proof for such
destruction for a period of at least two years. Such records or proof shall be immediately
submitted to Mindray upon request. Mindray shall re-deliver the new and good quality
reagents at the same quantity to the Distributor for replenishment of the order hereof,
provided that Mindray has been confirmed to be responsible for such unqualified reagents.
In case the Distributor fails to fulfill the obligation under this provision and/or makes bold
to sell, use or dispose by any other means like this, such unqualified reagents, the
Distributor shall be solely responsible for any consequence thereof and shall defend,
indemnify and hold Mindray harmless from any and all damages and/or losses may arise
out of or in connection with any breach of such obligation under this provision by the
Distributor.
5. Installation Training: After installation, the operation and application training shall be
provided to end user by Distributor in timely manner.
6. Testing Volume Feedback: The Distributor shall feedback the testing volume of assigned
key models defined by Mindray on time.
Page 35 of 35

EDA2024004352-V03 Agreement 20240320180027621

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Distribution and Supply Agreement

Template Reference Number IN-(E)DA-2023(HK)-E

DISTRIBUTION AND SUPPLY AGREEMENT

MR Global (HK) Limited

DISTRIBUTION AND SUPPLY AGREEMENT

4. PROMOTION AND MARKETING

sponsored or initiated by Mindray;

to by Mindray in writing) by Telegraphic Transfer (T/T) to Mindray.

Beneficiary: MR Global (HK) Limited

Beneficiary: MR Global (HK) Limited

Beneficiary: MR Global (HK) Limited

Beneficiary: MR Global (HK) Limited

ANY CHANGE OF THE ABOVE BANK ACCOUNT INFORMATION OF

Proforma Invoice without cost, penalty or liability on Mindray by giving prior

If to Mindray: Shenzhen Mindray Bio-Medical Electronics Co., Ltd.

MR Global (HK) Limited MEDVAL

Signatory Name: Wang Hua Signatory Name:

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

Exhibit A Products, Territory and Customer Segment

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

Product Customer Additional

The Customer Segment includes Private market and Military hospitals.

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

The Distributor’s Minimum Commitment and Sales Quota

Minimum Sales Quota

3,500,000 25.00% 25.00% 25.00% 25.00% 100%

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

Service Criteria and Obligation

3. Rights and Obligations

At least one (1) service engineer.

3.2 MCSR/CCAC Requirement

3.3 Spare Parts Requirement

3.4 Service Requirement

Activities Service order Description

3.4.2 Claim Procedures

3.5 Customer Satisfaction Indicator (CSI) Monitoring

any complain from customer.

3.6 Violations in Service

to correct the actual

3.7 Service Assessment and Incentives:

If MCSR-E/CCAC Coverage Rate < 50%, 0 Score

termination or expiry in accordance with this Exhibit C of this the Agreement.

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

Regulatory Compliance Statement

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

Anti-Bribery and Anti-Corruption Statement

Article 1 Compliance Commitments and Warranties

Article 3 Books and Records; Audit

Article 4 Report of Violations

Article 6 Termination of Agreement and Liability for Breach

Article 7 Valid Period

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

3. Hazardous Waste Hand Over List

□Scraping Reagents： Signature &

(THE REMAINING OF THIS PAGE IS INTENTIONALLY LEFT BLANK)

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