Changchun FAWSN Science & Technology Development] Co. LTD AND [Wallbox Chargers] SL JOINT VENTURE CONTRACT [Wallbox Fawsn Charging Systems] Co. Ltd Nov. 22nd, 2018

CHAPTER I: GENERAL PROVISIONS

CHAPTER II: PARTIES TO THE JOINT VENTURE COMPANY

ARTICLE 1 - PARTIES TO THE JOINT VENTURE CONTRACT

ARTICLE 2 - REPRESENTATIONS AND WARRANTIES

CHAPTER III: ESTABLISHMENT OF THE JOINT VENTURE COMPANY

ARTICLE 3 - ESTABLISHMENT OF THE JOINT VENTURE COMPANY

ARTICLE 4 - NAME AND LEGAL ADDRESS OF THE JOINT VENTURE COMPANY

ARTICLE 5 - COMPLIANCE WITH PRC LAWS AND REGULATIONS

ARTICLE 6 - FORM OF ORGANISATION

CHAPTER IV: PURPOSE, SCOPE AND SCALE OF PRODUCTION AND OPERATION

ARTICLE 7 - PURPOSE OF THE JOINT VENTURE COMPANY

ARTICLE 8 - SCOPE OF BUSINESS OF THE JOINT VENTURE COMPANY

CHAPTER V: TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL

ARTICLE 9 - TOTAL AMOUNT OF INVESTMENT

ARTICLE 10 - REGISTERED CAPITAL

ARTICLE 11 - PARTIES’ CONTRIBUTIONS

ARTICLE 12 - ADDITIONAL FINANCING

ARTICLE 13 - CAPITAL CONTRIBUTION CERTIFICATION, CHANGE IN THE REGISTERED CAPITAL

ARTICLE 14 - TRANSFER OF INTEREST

CHAPTER VI: RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE COMPANY

ARTICLE 15 - RESPONSIBILITIES OF EACH PARTY TO THE JOINT VENTURE COMPANY

ARTICLE 16 - LEASE OF THE PLANT

ARTICLE 17 - OPERATION OF THE PLANT

ARTICLE 18 - LICENSE OF TECHNOLOGY AND MARKET SUPPORT

ARTICLE 19 - INVENTIONS

CHAPTER VIII: AUTOMOBILE COMPONENTS SALES AND DISTRIBUTION

ARTICLE 20 - SALES AREA

ARTICLE 21 - NON COMPETITION

ARTICLE 22 - SALES METHODS AND PRICE

ARTICLE 23 - TRADEMARK(S) AND TRADE NAME(S)

CHAPTER IX: THE BOARD OF DIRECTORS

ARTICLE 24 - ESTABLISHMENT OF THE BOARD OF DIRECTORS

ARTICLE 25 - COMPOSITION OF THE BOARD OF DIRECTORS

ARTICLE 26 - BOARD MEETINGS

ARTICLE 27 - QUORUM AND PROXY

ARTICLE 28 - BOARD DECISIONS

ARTICLE 29 - WRITTEN BOARD RESOLUTIONS

ARTICLE 30 - DEADLOCK

ARTICLE 31 - HOLDING OF BOARD MEETINGS

ARTICLE 32 - CONVOCATION OF THE BOARD

ARTICLE 33 - NOTICE OF THE BOARD MEETINGS

ARTICLE 34 - PUBLICATION OF THE BOARD MINUTES

ARTICLE 35 - REIMBURSEMENT OF BOARD MEMBERS EXPENSES

ARTICLE 36 - POWER AND AUTHORITY

ARTICLE 37 - LIMITATION OF POWER OF THE CHAIRMAN

CHAPTER X: COMPANY MANAGEMENT STRUCTURE

ARTICLE 38 - GENERAL MANAGER AND DEPUTY GENERAL MANAGER

ARTICLE 39 - ADDITIONAL MANAGEMENT PERSONNEL

CHAPTER XI: SUPERVISOR

ARTICLE 40 - APPOINTMENT OF SUPERVISOR

ARTICLE 41 - FUNCTIONS AND POWERS OF SUPERVISOR

CHAPTER XII: PURCHASE OF EQUIPMENT, RAW MATERIALS, CONTRACTS AND OTHERS

ARTICLE 42 - MATERIAL OR EQUIPMENT

CHAPTER XIII: LABOUR MANAGEMENT

ARTICLE 43 - LABOUR POLICIES

ARTICLE 44 - EMPLOYEES

ARTICLE 45 - LABOUR MANAGEMENT

ARTICLE 46 - LABOUR UNION

CHAPTER XIV: TAXES, FINANCE AND AUDIT

ARTICLE 47 - TAX LIABILITIES

ARTICLE 48 - INDIVIDUAL INCOME TAX

ARTICLE 49 - FINANCIAL REPORTS

ARTICLE 50 - PROFIT DISTRIBUTION

ARTICLE 51 - ACCOUNTING RULES

ARTICLE 52 - AUDIT

ARTICLE 53 - FOREIGN EXCHANGE

CHAPTER XV: DURATION AND TERMINATION OF THE JOINT VENTURE COMPANY

ARTICLE 54 - DURATION OF THE JOINT VENTURE COMPANY

ARTICLE 55 - EARLY TERMINATION

CHAPTER XVI: DISSOLUTION AND LlQUIDATION

ARTICLE 56 - DISSOLUTION AND LIQUIDATION

CHAPTER XVII: INSURANCE

ARTICLE 57 - INSURANCE

CHAPTER XVIII: AMENDMENTS TO THE CONTRACT

ARTICLE 58 - AMENDMENT AND ALTERATION

CHAPTER XIX: LlABILITIES FOR BREACH OF CONTRACT

ARTICLE 59 - LIABILITY FOR BREACH OF CONTRACT

ARTICLE 60 - MATERIAL BREACH

ARTICLE 61 - COMPENSATION FOR BREACH OF CONTRACT

CHAPTER XX: FORCE MAJEURE

ARTICLE 62 - FORCE MAJEURE

CHAPTER XXI: APPLICABLE LAW

ARTICLE 63 - APPLICABLE LAW

CHAPTER XXII: SETTLEMENT OF DISPUTES

ARTICLE 64 - CONSULTATION

ARTICLE 65 - ARBITRATION

ARTICLE 66 - PERFORMANCE OF THE CONTRACT DURING ARBITRATION

CHAPTER XXIII: LANGUAGE

ARTICLE 67 - LANGUAGE

CHAPTER XXIV: MISCELLANEOUS

ARTICLE 68 - ENTIRE AGREEMENT

ARTICLE 69 - CONFIDENTIALITY

ARTICLE 70 - NOTICE

ARTICLE 71 - EXECUTION

it is a duly organised and validly existing legal person in its own country and has the full power and right to conduct its business in accordance with its business license, articles of association or similar corporate organisational documents as stated in the official document confirming its due establishment, power and authority provided by each Party to the other;

it has the full power and authority to enter into and to perform its obligations under this Contract, and its execution and performance of this Contract does not and will not constitute any breach or violation of any contract or agreement to which it is a party, or any corporate, regulatory documents, laws and regulations; and,

In accordance with the “Law of the People’s Republic of China on Sino-Foreign Equity Joint Ventures” (hereinafter referred to as the “Joint Venture Law”), the “Regulations for the Implementation of the Law of the People’s Republic of China on Sino-Foreign Joint Ventures” (hereinafter referred to as the “Joint Venture Regulations”) and other relevant Chinese laws and regulations, [Party A] and [Party B] agree to set up in [Su Zhou] City, China, an equity joint venture limited liability company (hereinafter referred to as the “Joint Venture Company”).

[Party A] and [Party B] shall together prepare the Feasibility Study Report if required by relevant authorities for the purpose of the incorporation of the Joint Venture Company. With the support from [Party B], [Party A] shall be responsible for handling (i) the registration for the incorporation of Joint Venture Company with the Registration Authorities, (ii) the filing for the incorporation of Joint Venture Company with the Commerce Department, and (iii) any other registrations or filings necessary for the incorporation of Joint Venture Company with relevant authorities. [Party B] shall cooperate with [Party A] and provide the latter with any and all necessary documentation for the purpose of such registrations and filings.

to build, own and/or lease, operate and manage [Electric vehicle charging system] manufacturing plant (hereinafter referred to as the “Plant”);

to produce Products (as defined in below Article 8);

to buy in China or import any products and/or material necessary for the production of the Products;

to sell the Products to customers within China;

to gain a competitive market position both in quality and in price in the automobile business, by adopting advanced and appropriate technology and management methods, so as to raise economic results and ensure profitable operations as well as satisfactory economic benefits for the Joint Venture Company.

The registered capital of the Joint Venture Company is Renminbi [20] Million (RMB [20,000,000]) (the “Registered Capital”).

Of the total Registered Capital:

[Party A] shall subscribe to [50] percent ([50]%) of the Registered Capital of the Joint Venture Company, by RMB;

[Party B] shall subscribe to [50] percent ([50]%) of the Registered Capital of the Joint Venture Company, by Euro

The Parties’ contributions to the Joint Venture Company’s Registered Capital are as follows:

[Party A]’s Registered Capital contribution shall be made RMB [5] Million (RMB [5,000,000]) within 2 months of the date of the issuance of the business license of the Joint Venture Company (the “Business License Date”), the rest [5] Million capital contribution shall be made within 10 years since the Business License Date, based on the BOD’s decision.

In the event a Party fails to make its capital contribution on schedule, in whole or in part, such Party shall pay to the Joint Venture Company the penalty as set forth in Article 60.1 hereof. If any Party does not make its capital contribution in full within sixty (60) days after the due date, the other Party shall have the right to tenninate this Contract and claim damages from the Defaulting Party, provided that the penalty as per Article 60.1 shall cease to accrue as of the date of the notice of termination of this Contract.

The difference between the Total Investment and the Registered Capital of the Joint Venture Company, i.e. RMB [20,000,000], including working capital, shall be financed by by loans granted by either Party or one or several financial institution(s) inside or outside the PRC.

If needed, and with prior mutual consent of the Parties, bank loans will be guaranteed by each Party pro rata to its share in the equity of the Joint Venture Company.

The capital contribution of each Party shall be verified by a mutually agreed accounting firm duly registered in China who shall issue a verification report. Upon receipt of satisfactory verification reports, the Joint Venture Company shall issue to each Party an investment certificate evidencing said Party’s interest in the Joint Venture Company, signed by the Chairman of the Board of Directors.

The Joint Venture Company may increase its Registered Capital in compliance with the provision of Article 28.3 hereof and subject to registrations and filings with relevant authorities (if needed). In case the required unanimous vote as per Article 28.3 cannot be reached by the Board of Directors, any financing of a new project of the Joint Venture Company may be obtained through a bank or shareholder loan at conditions to be negotiated by the management of the Joint Venture Company, and approved by the Board of Directors. Should either Party elect not to subscribe or contribute to all or part of an increase of Registered Capital duly decided and approved, the corresponding subscription rights of said Party shall be assigned to the other Party, and the shareholding structure of the Joint Venture Company shall be changed accordingly.

The Joint Venture Company may reduce its Registered Capital in compliance with relevant Chinese laws and regulations and the provision of Article 28.3 hereof subject to registrations and filings with relevant authorities (if needed).

Except as otherwise provided in this Article 14, no Party may assign or otherwise dispose directly or indirectly of all or part of its interest in the Joint Venture Company’s Registered Capital (hereinafter referred to as a “Transfer of Interest”) or mortgage, pledge or otherwise encumber such interest to a third party without the written consent of the other Party.

Any proposed Transfer of Interest by either Party shall be subject to the repayment of and/or to the transferee accepting the assignment by the transferor of any shareholder loan existing between the transferor and the Joint Venture Company, in proportion to the percentage of the transferred interest in the transferor’s total interest in the Joint Venture Company’s Registered Capital.

Any proposed Transfer of Interest by either Party to any third party other than the Parties of the Joint Venture Company shall first consist of an offer to sell such interest to the other Party.

In the event any Party has entered into a letter of intent or similar agreement with a third party with respect to the Transfer of Interest on a bona fide basis, the other Party shall benefit from a pre-emptive right of purchase on such interest under the terms and conditions set out hereinafter.

The Party who wishes to transfer all or part of its interest in the Registered Capital of the Joint Venture Company (hereinafter referred to as the “Transferring Party”) shall notify its intention in writing to the other Party (hereinafter referred to as the “Non-Transferring Party”) and to the Board of Directors (hereinafter referred to as the “Transfer Notice”). The Transfer Notice shall include the following information:

Complete name and address of the prospective transferee;

Percentage of interest intended for transfer;

Proposed price, payment methods and payment time;

A written irrevocable undertaking of the prospective transferee to comply with the terms and conditions of this Contract and any and all agreements of any kind whatsoever to which the Transferring Party is a party in relation to the management, operation or financing of the Joint Venture Company.

Within thirty (30) days from the receipt of the written Transfer Notice, the Non-Transferring Party may exercise its pre-emptive right of purchase on all, but not part of, the interest intended for transfer by notifying the Transferring Party and the Board of Directors. The Non-Transferring Party shall have to exercise its pre-emptive right for the entire interest intended for transfer under the exact terms and conditions contained in the Transfer Notice.

The Transferring Party shall be entitled to transfer the interest intended for transfer under the exact terms and conditions contained in the Transfer Notice, if the following conditions are met:

the Non-Transferring Party has waived its pre-emptive right or failed to exercise its pre-emptive right within the prescribed time period under Article 14.4 above

If there is a Change of Control in one of the Parties shareholding, the other Party shall immediately be informed and shall have the right to acquire, or ask a third party of its choice to acquire, all of such Party’s interest in the Registered Capital of the Joint Venture Company, and such Party will be deemed to have given its consent to such transfer. Alternatively, the other Party shall have the option to request the Party affected by a Change of Control to acquire all of its own interest in the Joint Venture Company.

For purposes of this Article 14.6 “Change of Control” shall mean the acquisition by a third party (other than an affiliate, being an entity that, directly or indirectly, controls, or is controlled by, either Party, or is under common control with such Party) of an interest in one of the Parties to this Contract representing:

the ownership (directly or indirectly) of more than 50 per cent or an equivalent factual majority of the voting share capital of the respective Party; or

the ability to direct the casting of more than 25 per cent of the votes exercisable at general shareholder meetings of the respective Party on all, or substantially all, matters;

Notwithstanding the foregoing, if [Transferring Party] transfers, with or without consideration, all its Transfer of Interest to any of its parent companies or subsidiaries of its parent companies, or its own subsidiaries, [Non-Transferring Party] shall be deemed to have waived to exercise its preemptive right and granted consent to the proposed transfer, and [Transferring Party] must immediately give written notices to [Non-Transferring Party] and the Board of the transfer and provide reasonable proof of the relationship between the [Transferring Party] and transferee. [Non-Transferring

Responsibilities of [Party A]

making its contributions to the Joint Venture Company in accordance with Chapter V;

assisting the Joint Venture Company in obtaining from any and all relevant PRC authorities the authorisations, approvals, qualifications, rights and certificates necessary for the setting up and operation of the Joint Venture Company and the Plant; assisting the Joint Venture Company in obtaining from the relevant authorities approval, registration, modification and renewal of the Joint Venture Company’s business license and all other matters concerning the establishment, existing and operation of the Joint Venture Company; and, upon request of its General Manager, assisting the Joint Venture Company on a day to day basis in its relations with the relevant Chinese authorities;

grant the Joint Venture Company to use its registered trademark(s) subject to the trademark license agreement to be entered into separately;

If the position of Chairman is held by Party A, Party A shall select suitable qualified and experienced personnel to serve as Deputy General Manager; If the position of Chairman is held by Party B, Party A shall select suitable qualified and experienced personnel to be the General Manager. The functions of the Chairman and General Manager rotate between Party A and Party B every three years. Once the term of three years has expired and upon mutual consent, the parties may agree to renew the current Chairman, Vice Chairman, General Manager and Vice General Manager for another term of three (3) years. The financial affairs shall be jointly managed by both Parties.

assisting the Joint Venture Company in obtaining raw materials, equipment, components, parts, power supplies, water and other utilities, communication facilities and transportation tools and services from sources within China;

assisting the Joint Venture Company on product sales in China; provide market support related to the Joint Venture Company subject to the service agreement to be entered into separately, relevant service fees to be charged by Party A shall be as follows: The EBIT calculation shall be after rate charge (Wallbox and FAWSN)

To (included)

assisting the establishment of functions in the Joint Venture Company and provide necessary support to ensure the management level of the Joint Venture Company meets the requirements of domestic OEM;

endeavouring to look for and select competitive financial resources, to fund the Joint Venture Company’s financing and expansion if needed;

assisting the Joint Venture Company, upon request, in applying for licenses for the import of equipment and machinery, tools, raw materials, office furniture and equipment, vehicles and other material required for the Joint Venture Company’s production and operations, and in carrying out all import and customs formalities in respect thereto;

assisting the staff of [Joint Venture Company] and the foreign staff of the Joint Venture Company and their families, in applying for and obtaining their entry visas, resident permit, work and travel permits; and

upon request of the Joint Venture Company, expressed by the General Manager or by a resolution of the Board of Directors, and without prejudice to any more detailed obligations set out elsewhere in this Contract assisting the Joint Venture Company in:

handling all the relevant applications to the relevant PRC authorities for (i) obtaining all approvals, registrations, tax and other exemptions and benefits from any preferential customs, foreign exchange, tax or other treatment which are or may become available to the Joint Venture Company under laws or provisions relating to encouragement of foreign investment in China or otherwise, (ii) obtaining permits, licenses and other approvals required in connection with safety and environmental matters and (iii) other matters necessary for the operation of the Joint Venture Company as contemplated in this Contract or subsequently to the execution thereof;

in the event that any measure of legal or administrative force is introduced or taken or any commercial measure is implemented by any Chinese entity whatsoever having an adverse effect either on the Joint Venture Company or on the Parties to the Joint Venture Company, using its best efforts to limit or avoid the effects of such measure in accordance with PRC laws and regulations;

Party A supports and assists the IPO of the Joint Venture Company

Responsibilities of [Party B]

making its contributions to the Registered Capital in accordance with Chapter V;

grant the Joint Venture Company to use its registered trademark(s) subject to the trademark license agreement to be entered into separately;

provide the technical support, including all necessary elements to be able to manufacture the hardware products (including no limitation to product 1-AC charger based on OEM specs, product 2-AC charger with Bluetooth, product 3-AC charger with Wifi+Bluetooth, and Product4-DC charger, etc.) locally at the JV factory (documentation, drawings, technical support, product) subject to the service agreement to be entered into separately. Relevant fees to be charged by Party B shall be as follows: The EBIT calculation shall be after rate charge (Wallbox and FAWSN);

assisting the Joint Venture Company in obtaining materials and equipment from sources outside of China, if needed;

upon request of the Joint Venture Company, assigning personnel of the Joint Venture Company for the setting up of the Plant, providing training resources to the Joint Venture Company personnel on new technologies;

If the position of Chairman is held by Party B, Party B shall select suitable qualified and experienced personnel to serve as Deputy General Manager; If the position of Chairman is held by Party A, Party B shall select suitable qualified and experienced personnel to be the General Manager. The functions of the Chairman and General Manager rotate between Party A and Party B every three years. Once the term of three years has expired and upon mutual consent, the parties may agree to renew the current Chairman, Vice Chairman, General Manager and Vice General Manager for another term of three (3) years. The financial affairs shall be jointly managed by both Parties.

endeavouring to look for and select competitive financial resources, from abroad or from foreign banks set up and operating in the People’s Republic of China if necessary, to fund the Joint Venture Company’s financing and expansion;

assisting the Joint Venture Company to obtain the product certificate of foreign technical center (such as German Volkswagen’s technical approval, etc.) for domestic projects;

upon request of the Joint Venture Company, expressed by the General Manager or by a resolution of the Board of Directors, assisting the Joint Venture Company to recruit management officers or senior technical personnel and arranging for their replacement.

Assist the Joint Venture Company on managing the local design, research and development team focused on the application to the Chinese market.

Assist the Joint Venture Company on managing the Plant and the quality control.

Party B supports and assists the IPO of the Joint Venture Company

Any invention or discovery, whether patentable or not, including all recommendations, ideas and suggestions conceived by the Joint Venture Company (each an “Invention”), which is related to the Products and not a mere improvement of technology licensed by [Party B], shall be the sole property of the Joint Venture Company without any limitation and/or reservation of rights by [Party A] or [Party B] or their respective employees or representatives.

Where the Joint Venture Company proposes to collaborate with a Party or any of such Party’s affiliates in the development of a new technology, the Parties shall first enter into an agreement in writing in respect of the ownership and the right to use such new technology or improvement.

The Board of Directors is the authority of the Joint Venture Company enjoying the highest power. It decides on all major issues of the Joint Venture Company, including but not limited to the issues specified below in this Article and those specified in Articles 28.2 and 28.3.

approval of budget, financial report, balance sheet and distribution of dividends of the Joint Venture Company;

approval of any legal procedure (litigations, arbitrations, administrative appeals, etc.) with a financial impact of more than RMB [1] million initiated by the Joint Venture Company;

appointment and termination of the external accounting firm;

sales or disposal of any asset with values greater than RMB [500,000]

acquisition of any asset with a value of ten percent (10%) greater than the budget as approved by the Board of Directors in accordance with Article 28.1(i);

any bank loans or shareholder loans of the Joint Venture Company.

the provision of any guarantees, mortgages, encumbrances or other security rights with banks to get loans for the Joint Venture Company.

increase of the production capacity of the Joint Venture Company;

any investment made by the Joint Venture Company. The General Manager will be entitled to decide small investments within limits decided by the Board.

Approbation of audit report and allocation of losses;

Appointment, removal, replacement or adjustment of salary of the General Manager and the Deputy General Manager of the Joint Venture Company;

All issues specified elsewhere in the Joint Venture Contract or Articles of Association or by applicable law.

In accordance with the Joint Ventures Law, all issues, including the major issues (including without limitation) listed in Article 28.1 above, shall be decided by a vote at simple majority of all Directors present or represented by proxy at a meeting, unless this Contract requires a unanimous vote of the Directors as provided under Article 28.3 below.

Notwithstanding the provisions of Articles 28.1 and 28.2 above, the following major issues may only be decided by the unanimous vote of all Directors present or represented by proxy at a meeting:

amendment of the Articles of Association of the Joint Venture Company;

termination, dissolution, liquidation (including approval of the liquidation plan) and duration extension of the Joint Venture Company;

any increase in or reduction of the Registered Capital of the Joint Venture Company;

merger of the Joint Venture Company with another economic entity or split of the Joint Venture Company; and

Other issues dedicated to unanimous vote of Board in the Joint Venture Contract or in the Articles of Association of the JV.

The Board shall be deemed in a deadlock (the “Deadlock”) when (i) no effective Board meeting can be held pursuant to this Contract, the Articles of Association of the Joint Venture Company and the applicable laws for a period of consecutive twelve (12) months; or (ii) no resolution can be passed regarding a specific matter for consecutive two (2) Board meetings.

Upon the occurrence of a Deadlock, the Chairman shall, within thirty (30) days, prepare and deliver a full report regarding the Deadlock situation to the Parties respectively. The representatives of the Parties may, within the additional thirty (30) days immediately following the date of receipt of such report, endeavour to successfully conciliate such Deadlock. In case the representative of the Parties fail to successfully resolve such Deadlock during such relevant timeframe, any Party may serve to the other Party a Termination Notice as set forth in Article 55.1.

Unless waived by all members of the Board of Directors and except in the case of a reconvened meeting in accordance with Article 27, notice of a meeting shall be given to each Director by means of email, subsequently confirmed by registered mail or courier, at least thirty (30) days before the date of the meeting.

A notice of a meeting shall (i) be written in Chinese and English languages, (ii) specify the place, date and time of the meeting, (iii) state clearly and precisely the agenda of the meeting and (iv) be accompanied by all materials and documents to be considered at the meeting. No business other than that stated in the notice shall be transacted at any meeting without the unanimous consent of all the Directors or their proxy.

Unless a resolution has been taken in accordance with Article 29, within twenty (20) days of any meeting of the Board of Directors, minutes (in English and Chinese) of such meeting shall be prepared by the Board secretary, including attachments and exhibits thereto, and send copies thereof to each Director and Party. The minutes shall contain the names of those Directors present and represented by proxy at such meeting and the decisions and resolutions adopted, and shall be signed by the Chairman of the Board of Directors within thirty (30) days from the date on which the meeting was held. The original minutes shall be kept on file with the Joint Venture Company.

Unless otherwise expressly stipulated in this Contract, the Articles of Association of the Joint Venture Company or any resolution of the Board, the extent of the authorities of the Chairman shall be limited to:

convening and chairing meetings of the Board;

voting on proposed resolutions of the Board of Directors, but without any casting vote;

signing minutes of meetings of the Board of Directors and resolutions of the Board of Directors prepared by the secretary of the Board of Directors;

signing for and on behalf of Joint Venture Company those material contracts, agreement and other documents approved by the Board and which are required to be signed by the legal representative of Joint Venture Company;

exercising the duties and authorities as a Director; and

exercising any other duties and authorities authorized by the Board of Directors.

When performing their respective duties, the Chairman and the Vice-Chairman shall observe and abide by the extent of their respective powers as authorized by this Contract, the Articles of Association of Joint Venture Company or the resolutions of the Board of Directors.

A General Manager shall be appointed by the Board of Directors upon nomination by [The Party not nominated for the Chairman] for a term of office of three (3) years starting from the Business License Date. The positions of General Manager and Deputy General Manager rotate every three years. Once the term of three years has expired and upon mutual consent, the parties may agree to renew the current Chairman and Vice Chairman for another term of three (3) years.

The Joint Venture Company shall have a Deputy General Manager appointed by the Board of Directors upon nomination by [The Party nominated for the Chairman] for a term of three (3) years starting from the Business License Date. The positions of Deputy General Manager and General Manager rotate every three years

The Joint Venture Company shall implement a joint signing system of General Manager and Deputy General Manager. The General Manager and the Deputy General Manager should consult each other before making any decision or taking any action in respect of any matter within the scope of their authorization. If the General Manager and the Deputy General Manager fail to reach agreement, the General Manager and the Deputy General Manager may make a decision or take action first within the scope of their own authorization, but the dissenting manager may refer the matter to the Board of Directors, which shall ratify or cancel such decision or action.

Several department managers shall respectively be in charge of the management of each department of the Joint Venture Company and handle the matters entrusted over by the General Manager and Deputy General Manager, and they shall be appointed by the General Manager and answerable to their supervising General Manager or Deputy General Manager.

A Finance Manager shall be appointed by the Board of Directors upon nomination by [The Party nominated for the Chairman] for a term of office of three (3) years starting from the Business License Date, and the Finance Manager shall be the financial officer of the Joint Venture Company. A Deputy Finance Manager shall be appointed by the Board of Directors upon nomination by [The Party not nominated for the Chairman] for a term of three (3) years starting from the Business License Date. The positions of Finance Manager and Deputy Finance Manager rotate every three years.

Joint Venture Company shall have 2 supervisors (“Supervisor”), and [Party A and Party B] each appoint 1 supervisor.

The term of the Supervisor shall be three (3) years, provided that he may serve consecutive terms if reappointed by [the appointing Party] upon the expiry of his term. [The appointing Party] may at any time remove for any reason the Supervisor and appoint in lieu thereof another individual to serve the remainder of the relevant term.

The Supervisor shall diligently and independently exercise the relevant functions and powers as follows in accordance with PRC Law, namely:

to examine Joint Venture Company’s financial affairs;

to supervise the execution of Joint Venture Company duties by the Directors and the senior management personnel and propose to remove the Directors and senior management personnel who violate laws, administrative regulations, the Articles of Association or the decisions of the Board;

where an act of the Directors or senior management personnel is harmful to the Joint Venture Company’s interests, to require the Directors or senior management personnel to rectify such act;

to give proposals to the Board of Directors;

to institute proceedings against the Directors and senior management personnel according PRC laws and regulations; and

Other functions and powers specified in the Articles of Association of the Joint Venture Company.

The Supervisor may make inquiries or suggestions to the matters to be resolved by the Board. If the Supervisor discovers irregularities in the operation of Joint Venture Company with reasonable ground, it may conduct investigation. If necessary, an accounting firm may be engaged to assist in his/her work. The fees shall be borne by Joint Venture Company.

The Joint Venture Company shall pay all categories of taxes in accordance with the relevant PRC laws and regulations applicable to the Joint Venture Company.

With the assistance of [Party A], the Joint Venture Company shall apply to the relevant tax authorities for securing any and all applicable preferential tax treatment.

The Joint Venture Company shall set aside a reserve fund, a bonus and welfare fund and an enterprise expansion fund in accordance with the stipulations of the Joint Venture Law. The annual proportion of allocations shall be discussed and decided by the Board of Directors according to the business situation of the Joint Venture Company and applicable PRC laws and regulations.

The Joint Venture Company shall make a profit distribution at least once a year from the time when the Joint Venture Company has distributable profits. No later than seven (7) days prior to the scheduled meeting of the Board of Directors deciding on profit distribution, the General Manager shall prepare a profit distribution plan which shall be transmitted to each Director for review and consultation.

After taxes are paid and allocations are made to the ftmds in accordance with Article 50.1 above, the Board of Directors shall declare the distributable profit for the year. Unless otherwise decided by the Board of Directors, dividends shall be distributed to each Party within sixty (60) days from the date on which the Board of Directors has decided the distribution, according to the proportion of the Registered Capital actually contributed by each Party as of the end of the previous fiscal year. The profit shall be calculated in RMB and, for the dividends payable to [Party B], converted by the Joint Venture Company into Euros at the prevailing exchange rate between Renminbi and Euros on the date the payment to [Party B] is made. Unless prohibited by Chinese law, the payment of dividend to [Party B] shall be made in Euros.

The Joint Venture Company’s fiscal year begins on January 1 and ends on December 31. The first fiscal year of the Joint Venture Company shall commence on the Business License Date and end on December 31 of the same year. The last fiscal year of the Joint Venture Company shall start on January 1 of the year of termination and end on the date of termination.

The bookkeeping and accounting systems of the Joint Venture Company shall comply with relevant PRC laws and regulations and internationally accepted accounting practices. To the fullest extent permitted by applicable Chinese laws and regulations, the Joint Venture Company shall adopt the operating and financial procedures and requirements of [Party A and Party B] . In addition, the Joint Venture Company shall keep, at its sole expense, accounts in accordance with internationally accepted accounting principles and practices so as to allow [Party A and Party B] to comply with its consolidated accounting obligations.

The Joint Venture Company shall use the RMB as its bookkeeping currency, but may also adopt Euro or other foreign currencies as supplementary bookkeeping currencies. The conversion of Euros or other foreign currencies into Renrninbi for accounting purposes shall be calculated according to the average of the buying and selling rates announced by the People’s Bank of China for the relevant currency on the date of the relevant transaction.

The Joint Venture Company shall adopt the debit-credit bookkeeping method in accordance with the relevant Chinese laws and regulations.

Fixed assets of the Joint Venture Company shall be depreciated according to the straight-line method and for the periods provided under relevant Chinese laws and regulations, provided however that the Joint Venture Company may be entitled (i) to adopt, upon specific circumstances, shortened depreciation periods for some fixed assets upon application to the relevant tax authorities in accordance with the relevant Chinese laws and regulations and/or (ii) to benefit from any more favourable depreciation method.

All statements, reports, commercial documents and account books shall be written in both Chinese and English.

Notice requiring the early termination of this Contract and the dissolution of the Joint Venture Company (hereinafter referred to as the “Termination Notice”) may be served in the following cases:

by any Party if the accumulated losses of the Joint Venture Company exceed two thirds (2/3) of its Registered Capital or the Joint Venture Company is suffering heavy losses that the Board of Directors believes cannot be recovered; such notice shall only be valid if served no later than three (3) months after the date of the Board meeting convened to approve accounts showing such losses;

by a Party not affected by a Force Majeure event, as defined in Article 62;

by any Party if any permit or authorisation required by PRC laws and regulations for the performance of this Contract is not obtained or is withdrawn or modified or is not renewed at any time within the duration of the Joint Venture Company;

by any Party if all or a material portion of assets or property of that Party or the Joint Venture Company in PRC are expropriated or requisitioned;

by any Party in case of a Deadlock situation and no solution can be reached in accordance with Article 30;

by any Party entitled to do so under Article 60.3 if the other Party is in Material Breach as defined in Article 60.2 and has failed to remedy the same following the receipt of a Notice of Material Breach;

by any Party if the other Party transfers its interest in the Joint Venture Contract in violation of this Contract;

by Party A if the Joint Venture Company fails to perform its obligations set under Article 15.1, section 6 and the relevant service agreement.

by Party B if the Joint Venture Company fails to perform its obligations set under Article 15.2, section 3 and the relevant service agreement.

With respect to circumstances contemplated in Articles 55.1 (ii), (vi) and (vii), in case a Party sends a Termination Notice to the other Party, the Party sending the Termination Notice shall have the option, to be exercised no later than at the meeting of the Board of Directors as provided in Article 55.3 below, to purchase (or cause a third party of its choice to purchase), and the other Party shall have the obligation to sell, all of the other Party’s interest in the Registered Capital of the Joint Venture Company.

Following the service or receipt of a Termination Notice, a meeting of the Board of Directors shall take place within two (2) months (except as contemplated in 55 .1 (ii) above in which case the time-limit set forth in Article 62 shall apply), and the Parties shall cause the Directors they appointed to attend or be represented by proxy at the said meeting and to vote in such way that the Board of Directors shall adopt a unanimous resolution for the early termination and dissolution of the Joint Venture Company and shall apply to the Registration Authorities accordingly (if needed), unless by the date of such meeting:

the Party sending a Termination Notice has exercised its option to purchase (or to cause a third party of its choice to purchase) the entire interest of the other Party in accordance with Article 55.2; or

the Party receiving a Termination Notice has exercised its option to purchase (or to cause a third party of its choice to purchase) the entire interest of the other Party in accordance with Article 55.2.

The dissolution and liquidation of the Joint Venture Company shall be conducted in accordance with relevant PRC laws and regulations.

Each member of the Liquidation Committee shall have the right to vote on matters to be decided at the meetings of the Liquidation Committee and such matters shall be decided by a simple majority vote of the members present at such meeting.

The Liquidation Committee shall inspect and evaluate all the assets (including without limitation, tangible and intangible assets, properties and accounts receivable), indebtedness and other liabilities of the Joint Venture Company and shall prepare a balance sheet for use in the liquidation of the Joint Venture Company.

The Liquidation Committee shall prepare a liquidation plan (hereinafter referred to as the “Liquidation Plan”) for the Joint Venture Company in accordance with this Joint Venture Contract, the Articles of Association and the relevant provisions of applicable laws and regulations.

For the purpose of preparing the Liquidation Plan, the Liquidation Committee shall choose and appoint a Chinese certified public accounting firm (approved by both Parties) duly registered in China (hereinafter referred to as the “Asset Valuation Institution”), and cause such Asset Valuation Institution to carry out the inspection of all the assets, indebtedness and other liabilities of the Joint Venture Company and a detailed valuation of all such assets (hereinafter referred to as the “Liquidation Value”). The Liquidation Committee shall notify each Party of the Liquidation Value within thirty (30) days after the appointment of the Asset Valuation Institution (hereinafter referred to as the “Liquidation Value Notice”).

Either Party may, within fifteen (15) days of the date of issuance of the Liquidation Value Notice, notify the other Party of its refusal to accept the Liquidation Value on any or all of the assets subject to liquidation (hereinafter referred to as the “Refusal Notice”).

The Liquidation Committee shall in the preparation and implementation of the Liquidation Plan make its best effort to sell the assets of the Joint Venture Company at the highest price to a Party or any third parties.

The Liquidation Committee shall submit the Liquidation Plan established on the basis of the liquidation price of each the Joint Venture Company’s assets to the Board of Directors for approval, and the Parties agree to cause the Directors they appointed to the Board of Directors to vote in favour of such Liquidation Plan.

During the liquidation of the Joint Venture Company, the Liquidation Committee shall represent the Joint Venture Company in bringing or defending any legal actions.

Any liquidation expenses and remuneration payable to the members of the Liquidation Committee shall be paid before payment of other expenses.

The amount remaining after payment in full of the liquidation costs and all debts and liabilities shall be distributed to the Parties in proportion to their interests in the Registered Capital of the Joint Venture Company at such time.

Upon completion of the liquidation of the Joint Venture Company, the Board of Directors shall inspect all the account books and documents of the Joint Venture Company, after confirmation of the accuracy thereof, such account books and documents shall be kept by [Party A and Party B].

Upon completion of the liquidation of the Joint Venture Company, the Liquidation Committee shall submit a liquidation report. After approval by the Board of Directors, the report shall be filed with the Registration Authorities. Application shall then be made for de-registration and cancellation of the business license of the Joint Venture Company.

In preparation and execution of the Liquidation Plan, either Party shall have priority over all installations, machinery, equipment and any other items of a proprietary nature which such Party provided to the Joint Venture Company and/or which were purchased by the Joint Venture Company under the agreements with such Party or its affiliated enterprises.

The industrial property rights owned by the Joint Venture Company shall be allocated to the Party or a third party offering the highest price subject to the terms and conditions set out under the paragraph below, who shall in return grant to the other Party or Parties a non-exclusive license on such rights for their remaining duration, without geographic limitation, but with no right to sublicense.

Should any Party fail to make on schedule and in the exact value its contribution to the Registered Capital set forth in Article 11 above or to any increase of Registered Capital, then, notwithstanding any other provision contained in this Contract, the Defaulting Party shall pay to the Joint Venture Company two per cent (2%) of the overdue capital contribution per month of delay as a penalty for breach of this Contract.

The following shall be deemed to be material breach (“Material Breach”) for the purposes of this Contract:

any Party’s failure to cause any Director it appointed either (i) to vote the following decisions or, (ii) to attend in person or by proxy the Board of Directors meeting where decisions in accordance with the following provisions were to be made, thereby preventing the Board of Directors to take the expected decision in the meeting where the agenda included such decision:

approval of Transfer of Interest in the Registered Capital of the Joint Venture Company in any cases set out in Articles 14 or 55.2 above;

dissolution of the Joint Venture Company in any of the circumstances set out in Article 55 above;

any Party’s failure to make, for more than sixty (60) days after it becomes due, its contributions to the Registered Capital;

any Party’s breach of its non-competition obligations under Article 21 above;

failure by a Party to perform one of its substantial obligations under this Contract which materially affects the Joint Venture Company in carrying out its business in accordance with this Contract;

Upon the occurrence of Material Breach of this Contract, the Non-Defaulting Party shall notify in writing the Defaulting Party to remedy within thirty (30) days such Material Breach (hereinafter referred to as “Notice of Material Breach”). If the Defaulting Party has not remedied such Material Breach within thirty (30) days of such Notice of Material Breach, the Non-Defaulting Party may issue a Termination Notice in accordance with Article 55.1.

Force Majeure shall mean any event which is unforeseen or beyond the control of either or both Parties and/or the Joint Venture Company, or if foreseen, unavoidable, and which arises after the date of the execution of this Contract and which prevents total or partial performance of this Contract by either Party and/or the fulfilment of the Joint Venture Company’s business objectives. Events of Force Majeure shall include general strikes, or fires not attributable to the negligence or misconduct of a Party or the Joint Venture Company, floods, earthquakes, typhoons, or other natural disasters, epidemics or war (whether or not declared), civil commotion, action of any government, legislature, court or other governmental authority or organisation exercising or claiming to exercise powers of a government or governmental authority, blockades, export and import prohibitions, currency restrictions, shortage or interruption of energy, raw materials or transportation.

If an event of Force Majeure occurs, the performance of the contractual obligations under this Contract of the Party or Parties affected by such Force Majeure shall, to the extent and for the duration that they are affected by such Force Majeure event, be suspended and shall automatically be extended, without penalty, for a period equal to such suspension. A Party claiming Force Majeure shall promptly give notice to the other Party by appropriate means, and shall furnish reasonably substantial proof of the occurrence and duration of the adverse consequences of such Force Majeure. A Party claiming Force Majeure shall also use all reasonable efforts to mitigate or terminate the effects of Force Majeure on its obligations under this Contract.

If an event of Force Majeure occurs, the Parties shall immediately consult with each other in order to find an equitable solution and shall use all reasonable efforts to minimise the consequences of such event of Force Majeure. If the Force Majeure event lasts for six (6) months or more and the Parties are unable to find a solution within six (6) months from the occurrence of such Force Majeure event, a Party not affected by the Force Majeure event (i.e. the Party not having notified the Force Majeure event) shall have the right to issue a Termination Notice pursuant to Article 55.1 (ii). Notwithstanding Article 55.3, the meeting of the Board of Directors shall have to be held within twenty (20) days from the receipt of the Termination Notice.

if the changed or new Chinese law is more favourable to the Joint Venture Company or to one of the Parties than the Chinese law in effect on the date this Contract was signed (and the other Party is not materially or adversely affected), the Joint Venture Company shall promptly apply to receive the benefits of such changed or new Chinese law. All Parties shall use their best efforts to have such application approved by the relevant authorities (if needed); and

if, because of such changed or new Chinese law, one of the Parties’ economic benefits under this Contract are materially and adversely affected, directly or indirectly, then the Parties shall promptly consult with each other and use their best endeavours to implement any adjustment necessary to maintain each Party’s economic benefits it would have derived if such changed or new Chinese law had not been promulgated.

If such a dispute cannot be settled amicably through consultations within ninety (90) days from receipt by a Party of the Dispute Notice, it shall then be finally settled under the Rules of Hong Kong International Arbitration Center (“Rules”) by three (3) arbitrators appointed in accordance with the said Rules.

The arbitration proceedings shall be held under the auspices of the Hong Kong International Arbitration Center Court in the Hong Kong Special Administrative Region of the People’s Republic of China according to the said Rules.

In rendering their decision, the arbitrators shall consider (i) the intent of the Parties insofar as it can be determined from this Contract, and the Articles of Association of the Joint Venture Company, (ii) published and publicly available PRC laws, regulations and (iii) generally accepted standards and principles of international law and practice as they have been applied by international tribunals in the arbitration and resolution of similar disputes.

The arbitration proceedings shall be conducted in English and Chinese.

The interpretation of this arbitration clause shall be in accordance with the laws of the People’s Republic of China.

such information has become public through other means than breach of this obligation of confidentiality, or

such information is disclosed with the express consent of the other Party, or

the disclosure of such information is required by law or government order. Any Party (or Joint Venture Company) shall, before making such disclosure according to the law and government order, notify the other Party and the Joint Venture Company (or Party A and Party B) about the content of disclosure.

All notices and communications made pursuant to this Contract shall be in writing and delivered personally, sent by registered mail or courier, or transmitted by email (followed by registered mail or courier) to the following address and addressee.

Such notices and communications shall be deemed to have been received (i) on the date of delivery if delivered personally, (ii) on the date of the confirmation of receipt or ten (10) days after mailing, whichever is earlier, if sent or followed by registered mail or courier with an email first.