JOINT VENTURE CONTRACT. 18.02 Buy-out Options (a) In the event that any Party gives notice pursuant to Article 18.01(c) hereof of a desire to terminate this Contract, the other Parties (except for the Party in breach or is bankrupt or insolvent) shall have the right to purchase the equity interest of such Party in proportion to their respective interests in the registered capital. A Party that wishes to exercise such buy-out option shall notify the other Parties in writing of its decision no later than thirty (30) days after the end of the two-month negotiation period referred to in Article 18.01(d). (b) In the event that this Contract is terminated pursuant to Article 18.01(a) or 18.01(b) hereof, any Party shall have the option to purchase the equity interest of the other Parties. A Party that wishes to exercise such buy-out option shall notify the other Parties in writing of its decision no later than thirty (30) days after the date of termination. (c) Absent any buy-out notice, the Parties shall liquidate the Company in accordance with applicable law and Article 18.03 hereof. (d) In the event a buy-out option is exercised, the Parties shall within two (2) weeks of receipt of the buy-out notice jointly appoint one Sino-foreign joint venture accounting or appraisal firm qualified in China to value the Company. All costs and expenses of such accounting or appraisal firm shall be borne equally by Party A, Party B and Party C. (e) The valuation of the Company as provided in paragraph (d) above shall be completed within four (4) weeks and shall be based on the assumption that (i) the Company shall continue as a going concern and (ii) subject to the terms and conditions of and to the extent permitted by the relevant agreements, the Company shall enjoy the right to use the Site and the Plant and the right to use the technology and know-how provided to the Company by each of the Parties. (f) The purchase price shall be equal to an amount determined by multiplying the value of the Company by the percentage of registered capital then held by the selling Party. (g) The purchase price shall be paid to the selling Party within sixty (60) days after the later to occur of (i) the determination of such purchase price and (ii) the receipt of any governmental approvals in respect of the relevant purchase then required under applicable law. If Party B or Party C is the selling Party, the purchase price shall be paid in United States Dollars. (h) Upon a buy-out pursuant to this Article 18.02, each Party agrees to take (and to cause the Company and the Board to take) whatever action may be necessary to consummate such buy-out, including but not limited to (i) obtaining the approval of the Examination and Approval Authority and all other necessary approvals, (ii) in the case of a buy-out of Party A, taking all actions required to convert the Company into a wholly foreign-owned enterprise, and (iii) causing the Business License and registration records of the Company to be changed or canceled with SAIC.
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JOINT VENTURE CONTRACT. 18.02 Buy-out Options8.02 Distribution and Sales - Wafer Fab Products
(a) In The Wafer Fab Products listed in Appendix A will be sold exclusively to the event that any Party gives notice pursuant to Article 18.01(c) hereof of a desire to terminate this Contractparties or their affiliates. However, the other Parties Company may sell such New Products on the open market if the Board agrees such sales are in the best interests of the Company.
(except b) For the first three years of operation of the Wafer Fab, the pricing for wafer fab products will be set at the Party lower of (1) prices that are calculated to generate a return on invested equity equal to the weighed average annual interest rate of borrowing of the Company as determined by the Board at the end of each fiscal year plus 6% or (2) the cost at which such products could be purchased from an unrelated third party in breach or is bankrupt or insolventan arm's-length transaction. Thereafter, pricing will be set at a level that generates a return on invested equity equal to the weighed average annual interest rate of borrowing of the Company as determined by the Board at the end of each fiscal year plus 6%.
(c) shall Each party will have the right to purchase Wafer Fab Products from the equity interest of such Party Company in proportion to their respective equity interests in the registered capitaltherein. A Party that wishes In order to exercise such buy-out option right, each party will commit at least one year in advance to purchase specified amounts of Wafer Fab Products. If a party fails to purchase any of its committed amount, then it shall notify pay the Company an underutilization charge as defined in the Board Resolution dated May 16, 2002. In addition, once a party makes a commitment to purchase a given amount of Wafter Fab Products, it may not reduce such amount in any subsequent year, except if (a) such reduction is caused by the exercise by either of the other Parties in writing parties of its decision no later than thirty (30) days after the end right to regain its share of the two-month negotiation period referred to total production capacity as set out in Article 18.01(d).
Section 8.02d, or (b) In the event that this Contract is terminated pursuant to Article 18.01(a) or 18.01(b) hereof, any Party shall have the option to purchase the equity interest either of the other Parties. A Party that wishes parties agrees to exercise such buy-out option shall notify take over the other Parties in writing of its decision no later than thirty (30) days after the date of termination.
(c) Absent any buy-out notice, the Parties shall liquidate the Company in accordance with applicable law and Article 18.03 hereofreduced amount.
(d) In If in any year a party does not commit to purchase all the event Wafer Fab Products it is entitled to purchase (such party a buy-out option is exercised"Declining Party"), the Parties shall within two (2) weeks of receipt each of the buy-out notice jointly appoint one Sino-foreign joint venture accounting or appraisal firm qualified other parties will have the right to commit to purchase a pro rata portion (based on such party's registered capital in China to value the Company. All costs and expenses , calculated for such purpose not taking into account the equity owned by the Declining Party) of such accounting or appraisal firm shall be borne equally by New Products. A Declining Party A, Party B and Party C.may upon one year's advance notice regain its share of production.
(e) The valuation of the Company as provided in paragraph (d) above shall be completed within four (4) weeks and shall be based on the assumption that (i) the Company shall continue as a going concern and (ii) subject increase its production capacity to satisfy the terms and conditions demands of and to the extent permitted by parties for the relevant agreementsWafer Fab Products. If total demand exceeds the production capacity of the Company, the Company shall enjoy the right to use the Site and the Plant and the right to use the technology and know-how provided to parties agree that the Company by each of the Partieswill raise funds, through additional pro rata capital contributions or loans, to expand its production capacity.
(f) The purchase price shall be equal No party or any of its affiliates may resell to an amount determined any third party wafers produced by multiplying the value of the Company utilizing the design of any other party. However, a party and any of its affiliates may sell finished products utilizing wafers produced by the percentage of registered capital then held by the selling PartyCompany.
(g) The purchase price shall be paid to the selling Party within sixty (60) days after the later to occur of (i) the determination of such purchase price and (ii) the receipt of any governmental approvals in respect of the relevant purchase then required under applicable law. If Party B or Party C is the selling Party, the purchase price shall be paid in United States Dollars.
(h) Upon a buy-out pursuant to this Article 18.02, each Party agrees to take (and to cause the Company and the Board to take) whatever action may be necessary to consummate such buy-out, including but not limited to (i) obtaining the approval of the Examination and Approval Authority and all other necessary approvals, (ii) in the case of a buy-out of Party A, taking all actions required to convert the Company into a wholly foreign-owned enterprise, and (iii) causing the Business License and registration records of the Company to be changed or canceled with SAIC.
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