CONTRACT OF RUILI GROUP RUIAN AUTO PARTS CO., LTD RUILI GROUP RUIAN AUTO PARTS CO., LTD. Contract of the Joint Venture (Revision) CONTRACT OF RUILI GROUP RUIAN AUTO PARTS CO., LTD
Exhibit
10.2
CONTRACT
OF RUILI GROUP RUIAN AUTO PARTS CO., LTD
RUILI
GROUP RUIAN AUTO PARTS CO., LTD.
Contract
of the Joint Venture (Revision)
CONTRACT
OF RUILI GROUP RUIAN AUTO PARTS CO., LTD
Article
1
General
Provisions
1.1 This
contract is made and entered into on the basis of equality and mutual benefit,
through friendly consultations, by and between RUILI GROUP CO., LTD. and
FAIRFORD
HOLDINGS LIMITED,
who
agree to jointly set up and run a JOINT VENTURE in Wenzhou city, Zhejiang
province in China under the Act of Sino-foreign Joint Ventures of the People’s
Republic of China, its implementation statutes, the other related laws and
regulations made by the People’s Republic of China as well as the stipulations
in this contract. Alteration so made in the articles, which originally contained
in this contract, is subject to additional capital contributed from each
party.
Article
2
The
Two Parties of the Contract
2.1 The
parties of this contract are as follows:
(1) RUILI
GROUP CO., LTD. (hereinafter referred as party A), a corporation registered
in
Wenzhou city, China, with its legal address as: 1169Yumeng Road, the Economy
Development Zone, Ruian city
Legal
representative: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Post:
Board Chairman
Nationality:
Chinese
(2) FAIRFORD
HOLDINGS LIMITED (hereinafter
referred as party B ), a company registered in Hong Kong. The legal address
is:
▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Special Administration
District
Legal
representative: Zhang Ronggang
Post:
General Manager
Nationality:
Taiwan China
Article
3
Definition
Otherwise
stipulated, the words and phrases used in the contract have the meanings as
follows:
“Related
company” refers to any company controlled by any party directly or indirectly,
controlled together with any other party by or control any party; the word
“control” means possession of stock or registered capital allowing the right to
vote by over 50%.
“Article
of Associations” refers to the constitution of joint ventures subscribed by both
parties in this contract and authorized by the examining and approving
institution.
“The
Board of Directors” shall mean the directorate of the joint
ventures.
“Business
License” shall mean the business license of joint ventures issued by the State
Administrative department for Industry and Commerce or authorized local
Administration department Industry and Commerce.
“Contract
Duration” refers to the contract term stated in Article 20.
“Effective
Date” shall mean the date on which the contract and the article of associations
becomes effective, viz. the date of approval by the examining and approving
authorities.
“Examining
and approving Authorities” shall mean the government authorities that are
entitled with the right to examine and approve the contract according to the
stipulations on the examination of overseas invested projects.
“Force
Majeure” refers to all the contingencies which happened after the subscription
of the contract and can not be anticipated at the moment, the occurrence and
aftermath of which can not be avoided or conquered, and which hinder the full
or
partial performance of the contract. The above mentioned contingencies include
earthquake, typhoon, flood, wars, international or domestic conveyance
breakdown, act of government or public institutions, epidemic, civil commotions,
strike as well as other contingencies generally considered force majeure by
the
international business conventions.
“Joint
Ventures Company” shall mean the Sino-foreign joint ventures established
according to the stipulations in the contract.
“Joint
Ventures Product” shall mean the products made in the ranges stated in the
Article5.2
“Joint
Ventures Regulations” refers to The Implementation Regulations of Sino-foreign
Joint Ventures Law of People’s Republic of China.
“Labor
Law” refers to The Labor Law of People’s Republic of China as well as relevant
laws and regulations of China.
“Administrative
Staff (executives)” refers to the general manager of the joint ventures, as well
as other administrative staff who report directly to the general
manager.
“A
Party”
refers to any party stated in Article2.1 in this contract.
“The
Third Party” refers to any natural man, legal person, other organization or
entity other than the two parties of this contract.
“The
Three Funds” refers to the reserve funds, development funds, employee bonus and
welfare funds of the joint ventures stipulated in the joint venture
regulations.
Article
4
The
Foundation of the Joint Ventures Company
4.1 Both
parties agree to establish a joint venture in Wenzhou city, Zhejiang province,
China according to the laws and regulations of China as well as the stipulations
in this contract. Upon the subscription of this contract by both parties, party
A shall transact promptly Feasibility Study of the joint venture, the
examination procedures of the contract and its constitutions as well as the
registration procedures of the joint venture. Party B shall cooperate with
party
A and provide the documents and information that are requested.
4.2 The
Chinese name of the joint venture is 
,
the
English name is “RUILI GROUP RUIAN AUTO PARTS CO., LTD.”
,
the
English name is “RUILI GROUP RUIAN AUTO PARTS CO., LTD.”4.3 The
legal
address of the joint venture is: Ruili Industry Garden, 1169Yumeng Road, Ruian
Economy Development, Zhejiang Province, PRC.
4.4 With
the
agreement of the board of directors as well as the approval by the relevant
Chinese government department, the joint venture is entitled to establish
branches setup both in and out of the China territory.
4.5 The
joint
venture is an enterprise legal person stipulated by China laws. All the
activities of the joint venture shall conform to the laws, provisions and rules
& regulations of PRC.
4.6 The
joint
venture is a company with limited liability. The responsibility one party
carries is confined with the registered capital turned over to the joint venture
according to the stipulations in Article6. The creditors of the joint venture
have recourses only for the assets of the joint venture, and they have no right
for indemnification, damage compensation or other remediation from any party.
On
the premise that the above stipulations are observed, both parties share in
the
profits and losses as well as the risks of the joint venture according to the
respective investment proportions in the registered capital of the joint
venture.
Article
5
Scope
and Scale of Management
5.1 The
purposes of joint ventures are: to manufacture and sell products by joint
venture through adaptation of advanced technology and scientific administration;
to exploit and introduce new products and new services, so as to obtain
satisfactory economic benefits for both parties.
5.2 The
management scope of the joint venture is: to produce and sell automobile
parts.
5.3 The
management scale of the currently planned joint venture by each party is: annual
production of 3 million automobile gas brake valve, with total annual output
value of 40 million US dollars (USD40,000,000).
Article
6
The
Total Amount of Investment and the Registered Capital
6.1 The
total
amount of investment of the joint venture is 58 million US dollars (USD58,
000,000), say fifty eight million only and the registered capital is 43.4
million US dollars (USD 43,400,000).say forty three million and four hundred
thousand only
6.2 The
subscribed investment amount by each party for the registered capital
is:
(1) Party
A:
4.34 million US dollars (USD 4,340,000), say four million, three hundred and
forty thousand only which accounts for 10% of the registered capital of the
joint venture.
(2) Party
B:
39.06 million US dollars (USD39,060,000), say thirty nine million and sixty
thousand only which accounts for 90% of the registered capital of the joint
venture.
6.3 The
contribution modes for the registered capital by each party are as
follows:
(1) Party
A
shall invest by assets, which is evaluated by qualified Asset Assessment
Institution and converted into money as 710 thousand US dollars (USD
710,000).
(2) Party
B
shall invest by assets, which are evaluated by qualified Asset Assessment
Institute and converted into money as USD 6,390,000, say six million, three
hundred and ninety thousand US dollars only.
(3) Party
B
shall fund their additional capital by U.S. dollars and Party A shall do it
by
RMB .with equal value of U.S. dollars which are translated at the exchange
rate
of the date.
6.4 As
original registered capital has been received, each party shall pay 20% of
their
additional capital before the date on which the business license is altered
and
shall pay the remaining within three months as from the date
6.5 If
one
party hasn’t contributed the contracted investment upon the due date, she shall
pay to the joint venture interests calculated from the due date to the actual
contributions date of the investment with respect to the unpaid amount (or
the
value of tangible materials investment), the interest rate shall be calculated
on the basis of benchmark rate of RMB loan for six months issued daily during
the default time. Moreover, the observant party may inform in written notice
to
the defaulting party demanding her to contribute the investment in one (1)
month
as from the receipt date. If the default party fails to contribute within the
time limit, the observant party shall have the right to contribute the
investment according to the proportion and acquires the corresponding equity
of
registered capital accordingly. Or, the observant party may choose a third
party
to contribute the investment and acquires the corresponding equity of registered
capital accordingly. The observant party may also terminate the contract
according to the Article21.1 in the contract. Under each circumstance in this
article, the observation party may claim damages from the defaulting party.
The
provisions in the Article 6.5 herein shall not affect any other rights enjoyed
by observant party as for the failure of investment by the defaulting party
under this contract or other applicable laws and regulations.
6.6 After
the
contribution of investment to the registered capital of the joint venture by
each of the two parties, it shall be verified immediately by a Chinese Certified
Public Accountant (CPA) engaged by the Board of Directors, and shall submit
the
Capital Verification Report to the joint venture company within sixty (60)
days
after the investment date. Within thirty (30) days as from the receipt of the
Capital Verification Report, according to style and content prescribed in the
joint venture codes, the joint venture shall submit to the party an investment
certificate signed by the Board Chair with the stamp of the joint venture on
it,
as well as a copy as a record in the Examining and approving authorities, the
General Manager shall put on file all the copies of Capital Verification Report
and investment certificates which have been granted to the parties.
6.7 In
despite of any other provisions in this contract, if any of the following
conditions fail to be implemented, and both parties have not given up the
condition in writing, then both parties shall have no obligations to contribute
any investment to the registered capital of the joint venture:
(1) After
the
capital contribution of the contract and article of association by both parties,
they have been approved by the examining and approving authorities, and neither
of the terms and conditions has been altered, nor has any extra obligation
been
added to one party or the joint venture company; but if the alterations herein
or the extra obligations have been informed to each party in writing, and each
party agrees with them in writing, then it shall be excluded.
(2) The
business license has been issued with no alteration to the scope of business
of
the joint venture stipulated in Article5.2; but if each party has been informed
of the alterations herein in writing, and each party agrees with them in
writing, then it shall be excluded.
Both
parties agree, (i) within three (3) months after the issue of the business
license, or (ii) within five (5) months after the signing of this contract
by
both parties (the earlier shall prevail), or within any extended term decided
in
writing by both parties through consultation, any of the above-mentioned
prerequisites has not been realized, nor has any party given them up, then
either party shall be entitled to inform the other party in writing so as to
terminate the contract, while any party shall have no obligation to contribute
any investment to the registered capital of the joint venture.
6.8 The
increase of or adjustment to the registered capital of the joint venture company
shall be approved by both parties in writing with the unanimous agreement
through the board of directors as well as the approval by the examining and
approving authorities. After approval from the above authorities, the joint
venture company shall proceed registration procedures for the registered capital
alteration in relevant administrative department for Industry and
Commerce.
6.9 The
provisions in Article 6.9 herein are suitable for the transferring of the
registered capital of the joint venture company:
(1) According
to the following stipulations, each party enjoys priority right to purchase
full
or partial assignment or transfer of equity the other party’s in the registered
capital of the joint venture company.
(a) The
party
that wishes to transfer the full or partial interests in the registered capital
of the joint venture company (“assigning party”) should inform the other party
in writing (“transfer notice”), stating clearly the identity of the intended
assignee (“the intended assignee”), equity intended to transfer (“transferred
rights and interests”), the transferring price and other terms and conditions.
The transfer notice constitutes as an irrevocable offer, that is to say, to
transfer all the rights and interests to the other party according to the price
as well as other terms and conditions.
(b) The
other
party shall be entitled to inform the assigning party in writing (“purchase
notice”) within sixty (60) days as from the receipt date of the transfer notice,
so as to purchase the full or partial shares in the assigner’s transferred
rights and interests at priority. Within the sixty days herein, the assigner
shall provide promptly the information on the conditions of business and finance
of the intended assignee to the party according to its reasonable requirements,
so as to make the party decide whether to exercise the purchase right at
priority.
(c) If
the
other party fails to purchase within sixty (60) days stipulated in item (b),
then the assigning party may transfer all the equity to the intended assignee,
with price no lower than the price stipulated in the transfer notice, while
the
other terms and conditions offered to the intended assignee shall not be more
preferential than what are stated in the transfer notice.
(d) The
assigner should inform the other party in writing of the final terms and
conditions of transferring within two (2) days as from the date of signing
of
the transfer contract by the assignee. If the transfer made to the assignee
fails to be reported to the examining and approving authorities within thirty
(30) days after the signing of the transfer contract for approval, then the
assigner shall follow once again the provisions prescribed in article
(1).
(2) Within
the term of this contract, each party may transfer the full or partial right
or
interest (equity) in the registered capital of the joint venture to a related
(interested) company. After the approval of the original examining and approving
authorities, the registration procedures of company alteration should be
proceeded. One party shall hereby give up the preferential purchase right for
such transfer to the other party.
(3) The
party
that transfers the rights and interests of the registered capital of the joint
venture shall confirm that the assignee has signed a document with legal binding
which makes him a party of this contract, and shall be restricted by the terms
and conditions under this contract as the assigner himself.
(4) Pursuant
to Article 6.9, each party shall consent any transfer of registered capital
and
the Board of Directors shall be deemed as consent the transfer. Each party
shall
agree to take immediate action required under the law, execute all documents
under the law and urge its appointed directors to immediately take the action
and execute all the documents hereinbefore. The transfer of the registered
capital shall be subject to application with and approval by the examining
and
approval authority. Upon receipt of the said approval, the Joint Venture shall
check in the transfer to the related administrative department for industry
and
commerce.
6.10 The
Joint
Venture may get banking loan from finance institutes in or out of China and
the
shareholder loan from the two parties, financing for the balance between the
total investment of the Company and her registered capital. If the shareholders
of the two parties shall provide the loan, it is based on its proportional
percentage of investment of each party in the registered capital. The two
parties shall determine their willingness and in what way they shall provide
guarantee if required by the loaner.
6.11 Save
as
lien of general nature (the lien of general nature herein refers to the lien
established on the entity held by share by any party hereto, such as lien out
of
tax, duty and exercise, or the lien made under security documents secured with
all assets where the assets are not particularly identified), each party shall
not be allowed to mortgage or pledge part or all of its share in the registered
capital of the Joint venture, or to set any credit in other whatsoever
forms.
Article
7
The
Responsibilities of Both Parties
7.1 In
addition to the other responsibilities stipulated in this contract, the parties
shall fulfill their respective responsibilities as follows:
(1) Responsibilities
of party A:
(a) Assist
the joint venture in applying for all the licenses and permission required
for
the running of business of the joint venture company.
(b) Assist
the joint venture in coordinating with the local government, so as to make
water, electricity and road. Available near the joint venture
company
(c) Assist
the joint venture in all the procedures to assign the ownership of asset of
both
parties to the joint venture company.
(d) Assist
the joint venture in applying for the preferential tax treatments and other
investment encouragement available under the relevant China laws, administrative
statutes and local regulations.
(e) Assist
the joint venture in obtaining all the machinery equipment, instrument, raw
materials, office appliance and facility, vehicles as well as other materials
needed in the manufacture or management of the joint venture company through
buying, leasing or other ways in the China territory.
(f) Assist
the joint venture in applying for import license for the machinery equipment,
instrument, raw materials, office appliances and facility, vehicles as well
as
other materials needed in the manufacturing or administration of the joint
venture company, and to assist in transacting all the relevant procedures and
formalities to declare customs.
(g) Assist
the joint venture in recruiting local Chinese personnel, and to assist the
joint
venture in obtaining visas, residence permits, work permit and housings for
its
foreign personnel.
(h) Assist
the joint venture in obtaining and recommending the Foreign Exchange
Registration Certificate as well as other approval needed to adopt the various
methods of foreign exchange balance permitted by Chinese laws and
statutes.
(i) Assist
the joint venture in arranging reliable supply of water, electricity, heating,
gas, steam, telecommunication and transport needed in the
production.
(j) Assist
the joint venture company in other matters consigned by the Board of
Directors.
(2) Responsibilities
of party B:
(a) Assist
the joint venture company in obtaining machinery equipment, raw material etc.
by
purchase or lease or other ways from abroad.
(b) Assist
the joint venture company in distributing its products in the international
market.
(c) Training
the administrative staff and technical personnel of the joint venture
company.
(d) Assist
the joint venture in other matters consigned by the Board of
Directors.
Both
parties agree to perform their respective responsibilities stipulated in
Article7 herein without any condition.
Article
8
Mutual
Declarations and Warranties
8.1 Each
party hereto claims and warrants to the other party that as of the execution
date and the validity date of the contract:
(1) This
party is formed under laws of establishment or that of registered place, legally
existing in accordance with all rules and regulations;
(2) This
party has gone through all the necessary procedures and obtained all the
necessary approvals under relevant laws and regulations with which it shall
comply, and it has all necessary rights, power and capacity under such laws
to
execute this Contract and to perform all the obligations under this
Contract;
(3) This
party has taken all the necessary internal measures and actions to obtain
authorization to execute this Contract, her representative(s) who have signed
this Contract has been fully authorized to make this Contract binding on
its/their party;
(4) This
Contract shall be binding on each party as of the date of validity;
(5) Execution
hereof or the performance of obligation hereunder by this party shall not
conflict with each/all provision(s) herein below or result in breach of such
provision(s) or non-performance of either such provision(s) or this party’s
article of association or internal by-laws, or any laws, regulations, or
authorization, or approvals by any government authorities or organs, or any
contract or agreement to which this party is one party or is binding to any
party;
(6) There
has
not any jurisdiction or arbitration or any other legal or administrative
proceedings or government investigations against or threat to against this
party, which shall affect her capacity to execute or perform this
Contract;
(7) This
party has disclosed all the materials held by it, in respect of establishment
of
the Joint Venture or the future operations of the Joint Venture, which may
have
virtually unfavorable effect on this party’s capacity to fully perform all the
obligations hereunder, or, which may virtually affect the intention of the
party
hereto to execute the Contract. In case it is disclosed to other party hereto,
there exists no furthermore virtually untrue or misguiding statements by this
party to the other party hereto; Provided that each party hereto is in breach
of
any statements and warrants as provided in 8.1, it shall indemnify the other
party from all losses, damages and claims suffered from (including but not
limited to any interests accrued thereof and reasonable lawyer
fee).
Article
9
Technology
Both
parties agree that the Joint Venture company shall use the advanced technology
and equipment for manufacturing of spare parts of car to realize the production
scale under article 5.
Article
10
Sales
of the Joint Venture Products
10.1 The
products of the Joint Venture may be sold in China and abroad. Under the
condition of meeting internationally recognized quality standard, the joint
venture company shall try to export part of the product overseas, taking into
consideration of the market demands in accordance the economic interests of
the
joint venture company.
10.2 The
joint
venture company shall be responsible for the selling of the products, and the
two parties shall assist the joint venture company in sales. Any party has
the
priority to purchase the products at the usual market price. The two parties
shall buy, according to the percentage of their equity in the joint venture
company in case of lacking in enough products.
10.3 The
joint
venture company may set up branches in China and overseas appointing sales
agents and distributors for sales and after-sales service after relevant
government authorization. The Board of Directors also can appoint any party
thereby as the sales agent or the distributor.
Article
11
Board
of Directors
11.1 The
Board
of Directors of the Joint Venture shall be established upon the date that
business license is issued. The Board of Directors is the supreme power
authority of the joint venture company.
11.2 The
Board
of Directors shall consist of three (3) directors, of whom, one (1) shall be
appointed by Party A and two (2) by Party B. Respective parties appoint
directors in written form with a term of office for three (3) years. The
appointing party may dismiss the appointed director any time, in case that
an
immediate written notice is sent to other shareholders. The related party that
nominates them may renew the appointment of the directors. If there is any
vacancy on the Board of Directors arising from the retirement, resignation,
dismissal, lack of civil ability or the death of a director, the originally
nominated party shall appoint a successor to continue the term of the director
with a written form to other shareholders.
11.3 The
Board
of Directors shall be one Chairman whom shall be appointed by Party B. The
Chairman shall be the legal representative of the joint venture company. If,
for
any reason, the Chairman is unable to perform his duty, any other director
shall
be authorized by the Chairman to perform his duties by proxy.
11.4 Any
delegation, dismissal, appointment or the replacement of a Chairman or a
director shall be effected pursuant to written notice to other shareholders
on
receiving the written notice by the shareholders. The above delegation,
dismissal, appointment or the replacement therefore shall be reported to and
filed with examining and approving authority and registered with related
Administrative Department for Commerce and Industry.
11.5 The
Joint
Venture company shall compensate all the indemnity claim and responsibility
for
any director, in case that the indemnity is occurred when the director performs
his duty of the Joint Venture company on the condition that the claim and
responsibility is not incurred by the deliberate misdemeanor, major negligence
and intentional breach of the criminal law by that director.
11.6 The
first
meeting of the Board of Directors shall be held within one (1) month since
the
date that business license is issued. Thereafter, the Board of Directors shall
conduct at least a meeting once a year. Upon the written request of more than
one director specifying the matters to be discussed, the Chairman shall within
thirty (30) days, after receiving the request therefore summon an ad hoc meeting
of the Board of Directors.
11.7 Written
notice of the time, place, and agenda of each meeting of the Board of Directors
shall be sent by the Chairman to all the directors, at least fifteen (15) days
before such meeting. The Chairman shall put all the written request of any
director in the agenda to be discussed. The summoned meeting of the Board of
Directors shall be deemed as invalid unless all the directors have been properly
notified except the director hand in the written notice of voluntary forfeiture
before or after the meeting. The Boarding meeting shall be conducted in the
registration place the Joint Venture or other places in or out of China, which
is determined by the Chairman. The Chairman shall determine the agenda of the
meeting, convene and preside over the meeting of the Board of
Directors.
11.8 A
quorum
for the meeting of the Board of Directors shall exist if at least two (2)
directors are present in person or by proxy. The Chairman shall notice all
the
Board members for another meeting thirty (30) days prior to the date of that
meeting if the quorum for the meeting of the Board of Directors is less than
two
(2) of the directors present in person or by proxy. Each party shall make sure
the appointed directors present all the properly summoned meetings of the Board
of Directors in person or by proxy.
11.9 In
the
event a director is unable to attend a Board meeting, he may appoint by notice
in writing a proxy to attend on his behalf. The appointed proxy may act as
a
director to represent more than one director if authorized and the appointed
proxy shall be entitled the same rights as whom he represents.
11.10 Detailed
written minutes shall be recorded in all the Board meetings. The resolution
of
the Boarding meeting shall be written in Chinese for the signing of directors
who are in approval of the resolution. The minutes shall be sent to all the
directors within fifteen (15) days of the meeting and the directors who hope
to
amend or supplement the minutes shall hand in the amendment and supplementary
proposal to the Chairman in writing within seven (7) days after receiving the
minutes (The signed written resolution of the meeting shall not be amended
or
supplemented). The Chairman shall complete and sign the minutes (These minutes
shall be deemed as ultimate) and send one copy of the minutes to all the
directors and parties within thirty (30) days after the meeting. The Joint
Venture shall file all the minutes for the free reference of the two parties
and
their authorized representatives.
11.11 The
resolution and the ratification of the Board meetings shall determine (but
not
limited to) the following major matters:
(1) Any
amendment to the Article;
(2) Formulating
plans for merger with another economic organization;
(3) Disbanding
the Joint Venture or terminating any business operation of the Joint
Venture;
(4) Increasing,
transferring or decreasing the registered capital of the Joint
Venture;
(5) The
investment of the Joint Venture to any other companies or
corporations;
(6) Setting
up any branches or other operating places;
(7) Signing
any contract, the contract value of which exceeds four million U.S. dollars
(USD4,000,000) between the Joint Venture and any shareholder or the related
company as well as the amendment and termination of the contract;
(8) Subject
to Article 17.12 thereafter, formulating after-tax profit distribution plans
of
any fiscal year;
(9) The
collected total amount of the three funds and the spending of the
money;
(10) The
sale
or purchase of any fixed asset or real estate which exceeds one hundred thousand
U.S. dollars (USD100, 000) as well as in other currencies of the same
value;
(11) The
annual or the long-term production plan, sales and promotion plan, basic
construction plan, research and development plan, financing plan, financial
budget, tax report as well as the audited financial statement of the Joint
Venture;
(12) Signing
any other commercial contract without the normal business line of the Joint
Venture, the contract value of which exceeds two million U.S. dollars (USD2,
000,000) as well as in other currencies of the same value;
(13) Receiving
any loan which exceed five hundred thousand U.S. dollars (USD500, 000) as well
as in other currencies of the same value;
(14) Providing
any guarantee or loan for others by the Joint Venture;
(15) Deciding
the basic departmental structure of the Joint Venture, including setting
positions for management personnel which is not stipulated in this
Contract;
(16) The
internal policy and the major regulations and Articles of
Association;
(17) The
appointment, dismissal, remuneration and the welfare of the management
personnel;
(18) The
employment of external accountant, auditor and the legal advisor;
(19) Opening
bank account and appointing the signer;
(20) Any
litigation or arbitration claim of the Joint Venture and the settlement of
any
legal claim related to the Joint Venture.
11.12 The
following issues shall require approval from all the directors of the Board
with
the presentation of the directors in person or by proxy in the Board meeting
summoned according to the stipulations herein.
(1) Any
amendment to the Article;
(2) Formulating
plans for merger with another economic organization;
(3) Disbanding
the Joint Venture or terminating any business operation of the Joint Venture
company;
(4) Increasing,
transferring or decreasing the registered capital of the Joint Venture
company;
(5) Approval
and termination of any service management contract.
11.13 The
resolution of other issues shall require the approval of a/half directors who
present in person or by proxy in the Board meeting summoned according to the
stipulations herein.
11.14 The
Board
of Directors may ratify a resolution through teleconference or with no meeting,
if all the incumbent directors may sign the resolution in written form. The
resolution herein shall be filed with minutes, bearing the same validity as
those resolutions ratified in the Board meeting.
11.15 Directors
shall not be paid a salary except the reasonable expenses (including but not
limited to transportation and accommodations) incurred by the directors as
per
the performance of their duties.
Article
12
Supervisor
12.1 The
board
of supervisors shall not be established, one (1) shall be appointed by Party
A
with a term of three (3) years. The supervisor can be reappointed by the
assignor after the term.
12.2 The
supervisor shall exercise the following major matters:
(1) Checking
the finance of the Joint Venture company;.
(2) Supervising
the behaviors of directors and senior managers who carrying out the duties
of
the Joint Venture company; recommending the dismissal of the directors and
senior managers who violate the laws, administrative regulations, bylaw and
resolution of the board of directors;
(3) Correcting
the behaviors of the directors and senior managers who harm the interest of
the
Joint Venture company;
(4) Taking
judicial proceedings against the directors and senior managers in according
with
the 125th rule of the “Law of Corporation”;
(5) Other
official powers identified in the by-law.
12.3 The
supervisor can attend the meeting of the board of directors and bring forward
inquiries or suggestions to the resolutions of the board of
directors.
The
supervisor can hire law firms and accounting firms to help carry out duties,
the
fees are borne to the Joint Venture company.
12.4 The
directors and senior managers shall not serve as the supervisor
meanwhile.
Article
13
Management
Structure
13.1 The
Joint
Venture company shall set up operation management structure and stipulate
clauses and conditions of offering management service thereof as well as the
regulations employed by the management.
13.2 The
Joint
Venture shall one General Manager as leader, who shall be appointed by and
responsible to the Board of Directors. The Joint Venture shall have one Deputy
Manager, one accountant and departmental managers, all of whom are appointed
by
the Board of Directors and responsible to the General Manager.
13.3 The
duty
of the General Manager shall be to organize and supervise the day-to-day
management of the Joint Venture company and to carry out the resolutions of
the
Board of Directors.
13.4 Unless
approved by the Board of Directors of the Joint Venture company, the General
Manager and all the other management personnel shall not work as the managers
in
other companies or corporations, nor shall they be allowed to work as directors,
consultant or be involved in any economic interests in other companies and
corporations which are in commercial competition with the Joint
Venture.
13.5 The
basic
organization structure, including the positions for management personnel who
are
not stipulated in the Contract shall be set up by the Joint Venture. The details
of the organizational structure and the establishment of other positions except
those of management personnel shall be determined by the Board of
Directors.
Article
14
The
Purchase of Material and Equipment
14.1 The
Joint
Venture may purchase the necessary machinery, instruments, vehicles, spare
parts, and goods and materials for the operation the company in or out of China
and obtain the necessary service for the production and operation of the
company. The necessary raw material, fuel, spare parts, equipment, etc, shall
be
bought within China if the condition, price, quality, and other aspects of
terms
are the same as those from aboard.
Article
15
Preparation
of the Joint Venture Company
15.1 During
preparation of the joint venture company, a preparation office shall be set
up
for preparation of Company establishment. The office consists of one
representative from each party.
15.2 Work
Scope of Preparation Office
(1) Purchase
and check before acceptance goods such as equipment and materials
(2) Formulate
relevant administrative methods
(3) Well
organize protection and classification of relevant files, drawings, archives
and
data.
15.3 Salary
of
Preparation Office staff and expenses concerning the preparation shall be
included in the Set-up Cost (Organization cost) after approval of Board of
Directors.
15.4 After
completion of the preparation, the preparation office shall be cancelled by
the
board.
Article
16
Labor
Management
16.1 Labor
matters concerning the staff and workers of the joint venture company such
as
the recruitment, dismissal, resignation, salaries, welfare shall be in
accordance with Labor Law. Its labor policy and implementation rules shall
be
approved by the board and put into force by General Manager or under supervision
of General Manager.
16.2 Except
executives, the joint venture company shall recruit staff in accordance with
rules of individual labor contracts. For administrative personnel (executives),
the joint venture company abides by individual appointment contracts approved
by
the board.
16.3 Employees
shall be selected based on their major qualifications, characteristics and
working experience. For specific staff number and their qualifications, General
Manager shall decide by as per the joint venture’s actual requirements. Common
staff (non-executives) shall be interviewed and selected by General Manager
or
his appointed proxy. Before becoming formal employees of the joint venture,
all
the staff shall satisfactorily pass three months’ probation.
16.4 Social
insurance (such as pension, unemployment, medical, work injury, maternity leave)
of every employee during his employment term in the joint venture company shall
be borne by Company in accordance with relevant law and provisions, but not
include that before the date of recruitment. (As per effective date of Labour
Contract entered into by the joint venture company and Employee.)
16.5 The
joint
venture company shall abide by Country provisions and rules & regulations
concerning labor protection to ensure safety and civilized production. Social
insurance of the joint venture company employees shall confirm to “Labour
Law”.
Article
17
Accounting,
Auditing and other financial affairs
17.1 Chief
accountant of the joint venture company, under the leadership of General
Manager, shall be responsible for the its financial administration.
17.2 General
Manager and Chief accountant shall draw up accounting system and procedures
in
accordance with “Accounting
System of Foreign-invested Enterprises of People’s Republic China”
and
other
law provisions and regulations for approval of the board. These accounting
systems and procedures shall be put into record in Supervision authorities
of
the joint venture company, relevant local finance bureaus and taxation
bureaus.
17.3 The
joint
venture company shall adopt Renminbi as recording currency used in book-keeping.
Meanwhile, it can adopt U.S Dollar or other foreign currency as an auxiliary
accounting currency.
17.4 All
vouchers, receipts, accounts books, financial statements and reports shall
be
written in Chinese.
17.5 Foreign
currency will be converted to Renminbi at the middle rate of buying and selling
rate issued on current day by the People’s Bank of China based on actual
receipts and expenditure transactions.
17.6 The
fiscal year of the joint venture company shall coincide with the calendar year.
The first fiscal year of the joint venture company shall be up to December
31 on
the Gregorian calendar as from the date of getting Business
License.
17.7 Both
parties shall have ample and equal opportunity to review accounts of the joint
venture company, which shall be properly kept in legal address of the joint
venture company. The joint venture company shall monthly and quarterly provide
the two parties with unaudited finance statements for them to continuously
get
acquaintance about the financial results of the joint venture
company.
In
addition, under the premise of charging her own expenses and pre-notice to
the
joint venture company in advance, either party may invite an accountant
registered in China or abroad to audit the joint venture company on behalf
of
herself. The joint venture company shall allow the auditor to be responsible
for
checking of all financial and accounting records under the condition that the
auditor shall keep all the above documents strictly confidential.
17.8 The
joint
venture company shall invite a China Public Certified Accountant (CPA), which
is
independent from either party to audit accounts, make fiscal financial
statements and reports. The draft work sheet of audited finance statements
and
reports shall be submitted to the two parties and board of directors for
examining and verifying within (two) months as from the date of the end of
every
fiscal year. The final work sheet shall be completed within (four) months as
from the date of the end of every fiscal year.
17.9 The
joint
venture company shall open foreign exchange deposit accounts and Renminbi
account respectively in China, which are allowed for foreign exchange
transactions. After approval of the State Administration of Foreign Exchange,
the joint venture company can also open foreign exchange account
abroad.
17.10 Through
sales and other methods approved by China’s Law and provisions (including
foreign exchange in banks and foreign exchange swap centers according to foreign
exchange administration rules), the joint venture company shall, on her own,
maintain a balance between its foreign exchange receipts and
expenditures.
17.11 After
prior year’s loss making-up, the board of directors shall decide the percentage
of allocations for three reserve funds from profits after tax. Except for
additional resolution of the board of directors, the total proportion of three
funds withdrawn in any fiscal year shall not exceed 15% of profits after
tax
17.12 Joint
Venture Company shall abide by the following provisions to distribute profits
to
both parties:
(1) The
board
of directors shall, within (four) months as from the date of the end of every
fiscal year, decide the remaining profits (after withdrawn of three reserves)
for production and operation and the profit to be distributed proportionately
to
each party’s investment in the joint venture company.
(2) Profits
may not be distributed before the losses of the previous year have been made
up.
Remaining profits from previous year (or years) may be distributed together
with
those of the current year.
(3) Profits
for distribution shall be calculated in Renminbi. But Party B enjoys first
priority to be paid by foreign exchange of Joint Company for her part in shared
profits. (Renminbi shall be converted to U.S. Dollar at the middle rate of
buying and selling rate issued by the People’s Bank of China on the date of
resolution on profit distribution by the board of directors.) If foreign
currency fails to pay off Party B’s entire profit share by sufficient foreign
exchange.
The
joint
venture company shall, after receipt of Party A’s notice, for the party B,
immediately convert the remaining Renminbi to foreign currency in banks or
foreign exchange swap center to Party B. Upon failure of exchange, the joint
venture company shall, after receipt of Party A’s notice, deposit the remaining
Renminbi profit into an interest saving account individually bank account in
name of the joint venture company and moreover, keep the Renminbi deposit and
accrued interests for Party B for further notification from Party B. As long
as
Party B requires to dispose the above-said account in a way which doesn’t
conflict with China’s Law and provisions, the joint venture company shall
immediately follow Party B’s instructions.
17.13 As
for
profits and other payment from the joint venture company to Part B abroad,
the
joint venture company shall, under premise of abiding by China’s foreign
exchange administration provisions, remit the payment into banks’ account abroad
designated by Party B.
Article
18
Taxes
18.1 The
joint
venture company shall pay all taxes and tariff prescribed by China local laws
and relevant provisions. Chinese and foreign Staff employed by the joint venture
shall pay individual income tax according to “the
Individual Income Tax Law of the People’s Republic of China.”
Article
19
Confidentiality
19.1 Before
or
within contract period, one party has disclosed or probably may disclose his
business, financial position, know how, research and development and other
confidential information or documents to other parties. In addition, the two
parties may get confidential and private documents of the two parties and vice
versa, With the exception of other Confidentiality or non-disclosure agreements
or provisions, either Party and the joint venture company who accept all above
documents (with inclusion of written documents or non-written documents,
hereinafter referred as “secret documents” shall, within the validity period of
the contract and following two years”
(1) Keep
them
under secret conditions
(2) Except
for her own employees who need to get acquaintance of the above secret documents
to fulfill duties and will not disclose to any other person or
Entity.
19.2 The
above
regulation Article 19.1 shall not apply to the following secret
documents:
(1) Any
written record can verify that these documents from the disclosure party has
been known to the other party before
(2) Not
due
to the receiver’s breach of this contract but those documents are or have been
published
(3) Secret
data received from another third party without any non-disclosure
liability
(4) Data
required to be disclosed as per order of court of jurisdiction or government
departments
19.3 As
per
required by one party, the joint venture company should sign another
Non-disclosure agreement on the secret documents obtained from the party or
its
related companies, provisions of which shall be similar with those under Article
19.
19.4 Rule
& regulations shall be formulated by every party and the joint venture
company to ensure every party herself, related companies, Board members,
high-ranking executives and other employees can equally abide by the above
non-disclosure liability stipulated in Article 19. All directors, manager and
other employees of the joint venture company shall sign a non-disclosure letter
of guarantee with an acceptable style and contents.
19.5 Rules
and
regulations under this Article 19 are stipulated without prejudice to any
possible occurred rights or obligations of either Party or the joint venture
company under relevant Law or relevant provisions.
19.6 For
any
natural person or legal person of either party under this contract, after his
transferred registered capital and correspondent rights and obligations no
more
belongs to his possession alone, article 19 keeps binding upon either party.
In
addition, even upon the contract expiration of the Duration or termination
before the date of expiration or dissolutions of the joint venture, rights
and
obligations under article 19 shall be kept valid within prescribed
period.
Article
20
The
duration of a Joint Venture Company
20.1 The
duration of a joint venture company shall be 15 years. The duration begins
from
the date when the joint venture is issued a business license.
20.2 When
both
parties agree to extend the duration, the joint venture shall file an
application for extending the duration by the parties with the examining and
approving authorities not less than (6) months before the date of expiration
of
the duration. Duration of contract can only be extended after approval of the
examining and approving authorities.
Article
21
Termination,
Business Acquisition, Liquidation
21.1 Except
extension under Article 20.2, the contract shall be terminated upon expiration
of the joint venture. This contract can also be terminated through consultation
in written. Either party shall have the right to terminate the joint venture
in
case one of the following situations occurs by issuing a (30) day’s written
pre-notice to other parties to terminate the contract before the date of
expiration.
(1) The
Joint
Venture company stops operation or can’t pay off debts due;
(2) Any
jurisdiction authorities for either party require to make amendments to this
contract or any article of the article of associations, which will cause major
unfavorable results to the joint venture company.
(3) Have
the
right to terminate this contract in accordance with the articles of 6.7, 24.1,
25.3, 26.2.
(4) All
or
part of the joint venture company is confiscated, thus affecting major favorable
results for the joint venture company.
(5) Either
party violates the provisions prescribed under this contract, assign or transfer
all or part of shares in registered capital of the joint venture company, under
which only non-ceder party has the right to terminate this
contract.
(6) Either
party virtually violates this contract or rules and regulations of article
of
association and his such violating activities are not adjusted within (60)
days
as from the date of written notification of violation.
(7) Either
party is declared bankruptcy or enters into bankruptcy, dissolution or
liquidation procedures or is unable to pay off debts due, only other unaffected
party can terminate this contract.
21.2 If
either
party issues notice expression willingness to terminate this contract under
article 21.1, both parties shall go through consultation to try to cancel the
causes of termination within (two) months as from the date of the notice. If
the
problems keep unsolved after expiration of the above (two) months, either party
shall have rights to buy out the other party’s equity under the article 21.3 in
the joint venture company. But the condition shall be if it belongs to the
termination of (5), (6), (7) of article 21.1, the observant party (parties)
or
non-affected party shall have the right to purchase equity of defaulting party
or affected party.
21.3 (1) Upon
determination before the date of expirations under article 21.1 under this
contract or before expirations of cooperative duration stipulated under article
20, with the exception of stipulations prescribed under 21.2 any party
(“takeover party”), after consent from the other party (“withdrawn party”) can
buy out the withdrawn party’s equity in the joint venture company (as an
enterprise under operations). If the takeover party issues notice to buy out
the
other party’s equity, both parties shall decide the joint venture company’s
value through consultations. If no agreements are reached within (30) days
of
discussion, then within the following (30) days they shall appoint an
international investment bank corporation, using public international standards
to decide the value (evaluated) of the joint venture as an enterprise under
business operations. Relevant charges occurred should be borne the joint venture
company.
(2) Business
acquisition (takeover) prices shall be multiplied product of the following
two
items (a) value of the joint venture company specified under the item of article
(1) multiply (b) Proportion of registered capital in the joint venture of the
withdrawn party. The takeover party can inform the withdrawn party thirty-
(30)
-days in written notice after final evaluation of the joint venture company
and
buy out equity of withdrawn party in the joint venture company via
acquisition.
(3) If
the
takeover party chooses to buy out the equity of withdrawn party in the joint
venture, both parties shall timely sign a transfer or assignment contract on
the
above equity for necessary approval from authorities for application and
completion of the assignment. If the above assignment is not completed within
(90) days after the receipt of notice mentioned in article (2), then the
acquisition party has the right (but no obligation), at any time, to terminate
business acquisition. Under this situation, assignment application shall be
withdrawn and the joint venture company and both parties shall apply for
dissolution of the joint venture company from examining and approving
authorities.
21.4 After
the
termination of article 21 under this contract, if either party has not started
the takeover procedures prescribed under the article 21.3, it shall be deemed
that the board of directors has unanimously agree to pass the resolution to
dissolve the joint venture company. Then the joint venture company shall
immediately apply for dissolution from examining and approving authorities.
To
terminate this contract or dissolve the joint venture company, either party
agrees to take any action prescribed in Law, signs up any document prescribed
by
law and agrees to promote Board members to take the above actions and sign
up
the above documents accordantly.
Article
22
The
Disposal of Assets after the Expiration of the
Duration
22.1 Upon
the
expiration of contract duration, or approval of dissolution in accordance with
Article 20 or terminations of contract or dissolutions of the joint venture
under other conditions, liquidation shall be carried out in accordance with
China’s law, relevant provisions and rules and regulations below for liquidation
(except for those conflicting with Law)
(1) The
liquidation committee shall be made up of three members. Party A has right
to
appoint one member and Party B two members. Any resolutions made by liquidation
committee shall be unanimously approved.
(2) In
the
process of drafting and carrying out liquidation plan, the liquidation committee
shall make all efforts to get as high price as possible for assets of the joint
venture. Moreover, in accordance with the State Regulations on Foreign Exchange
Control, assets shall be sold in U.S dollar, other convertible foreign
currencies or Renminbi.
(3) Assets
evaluation process shall be operated for any asset to be liquidated. The
liquidation committee shall invite an accounting firm to perform, which is
registered in China, with correspondent qualifications, moreover independent
from either party.
(4) Upon
distribution of residual assets after liability and equity disposal and tax
composition, Party B enjoys the first priority for foreign exchange of the
joint
venture. If foreign exchange in he joint venture fails to pay off Party B’s all
proportional shares in the residual assets, the liquidation committee shall,
for
the party B, convert Renminbi to foreign exchange in Foreign exchange swap
centers or banks.
(5) After
the
liquidation, either party shall be entitled to obtain copies of accounting
vouches, books, financial statements, meeting minutes of the board of directors,
resolutions and other relevant documents at their own expenses.
22.2 Articles
21.3, 21.4 and 22.1 shall be kept valid after the contract Expiration of the
Duration or termination before the date of expiration of the joint venture
until
all takeover procedures under article 21.3 and the liquidation work under the
article 22.1 has been completed.
Article
23
Insurance
23.1 Throughout
contract period, the joint venture company on shall, in all the time, cover
insurance. Types and value of insurance shall be decided by General Manager
and
approved by the board of directors. In accordance with law and provisions of
the
People’s Republic of China, he joint venture can cover insurance from Insurance
companies or institutes in China and abroad.
Article
24
Liability
for breach of contract
24.1 Should
either Party fail to provide on schedule the contributions in accordance with
the provisions defined in Article 6 of this contract, the defaulting party
shall
pay to the other party (3)% per month of the prescribed contributions to
observant party starting from the first month after exceeding the time limit.
Should the defaulting party fail for accumulatively three months, he shall
pay
(9%) of the other party’s prescribed contribution shall to the other party.
Meanwhile, the observant party shall have the right to terminate the contract
accordance with the provisions of Article 21.1 of the contract.
24.2 Should
all or part of the contract be unable to be fulfilled owing to the fault of
one
party, the party in breach shall bear the liability therefore. Under all
circumstances, the liabilities of the above defaulting party shall be limited
to
the amount of their respective subscribed capital contributions
Article
25
Force
Majeure
25.1 Any
failure or delay in the performance by either Party hereto of its obligations
under this contract shall not constitute a breach hereof if it is caused by
the
occurrences beyond the control, that is, force majeure.
25.2 The
declaring prevented party shall notify the other party in written without any
delay, and within (15) days thereafter provide sufficient documents of Force
Majeure and its affecting period for evidence
25.3 Under
the
situation of Force Majeure, the two Parties hereto shall settle the problem
through mutual consultation for a fair solution, moreover, shall dedicate all
reasonable endeavors to cut down its influence. If the results or aftermath
of
Force Majeure event has set up heavy obstacles for the operation of the joint
venture and lasts over 6 months, moreover, no fair solutions was found, both
parties shall have the right to terminate the contract under the premise that
the Party who terminates the contract has fulfilled his obligations prescribed
under the article 25.3.
Article
26
Governing
Law and Jurisdiction
26.1 The
formation, validity, interpretation, execution and settlement of disputes in
respect of, this contract shall be governed by the relevant laws of the People’s
Republic of China. For unsettled problem under our contract having no law
stipulation, it shall be settled abiding by international trade
practice.
26.2 With
regard to newly issued law or rules and provision after the effective date
of
this contract or amendments or new explanation for current law provisions,
which
may have virtual and unfavorable effect on interests of one party under this
contract, two parties shall, try their best, effectuate most necessary
amendments to keep the either party economic interests no less than those before
newly issued law or rules and provision after the effective date of this
contract or amendments or new explanation for current law provisions. In case
of
such adjustments failure, any party whose interests were virtually or
unfavorably affected has the right to terminate this contract.
26.3 As
from
the date of this contract, the join venture and the two parties has the right
to
enjoy more favorable taxation, investment or other treatments than those in
this
contract as Foreign-invested Enterprise or foreign investors in accordance
by
law. As agreed, the two parties or the joint venture shall, under requirements
of law, timely apply to enjoy favorable treatments the above.
Article
27
Settlement
of Disputes
27.1 Any
disputes arising from the execution of, or in connection with this contract
shall be settled through friendly consultations between both parties. In case
no
understanding settlement can be reached through consultations within (60) days
as from the date the written request from a Party to the other party for
consultation, the disputes shall be submitted to the China International
Economic and Trade Arbitration Commission (“Trade Arbitration Commission”) for
arbitration in accordance with its current effective rules in
Beijing.
27.2 (3)
arbitrators shall be appointed, including (1) appointed by Claimant and the
other (1) by defendant, (1) Both parties may jointly appoint one arbitrator.
Under the failure of joint appointment, Arbitration Commission shall appoint
the
latter arbitrator as the presiding arbitrator in arbitration
tribunal.
27.3 Arbitration
procedures shall be written in Chinese.
27.4 The
arbitral award is final and binding upon both parties.
27.5 In
the
course of disputes, rights and obligations under this contract shall be
continuously executed by both parties except the part of the contract that
is
under arbitration.
27.6 In
any
arbitration, any jurisdiction procedures of enforcement of arbitration award
and
any other lawsuit procedures, either party declared explicitly waiver of
sovereign defenses, and other defenses based on such claims or facts as an
institute or department from an independent and sovereign state.
Article
28
Other
clauses
28.1 The
failure, delay, relaxation or indulgence on the part of either party in
exercising any power or right conferred under this contract does not operate
as
a waiver of that power or right, nor does any single exercise of a power or
part
exercise of right preclude any other or further exercise of this power or right
under this agreement.
28.2 Except
other provisions, neither party may assign or transfer all or any part of its
rights or obligations under this agreement subscribed to a third party without
the prior written consent of the other party or approval from the examination
and approval authority as per required legally.
28.3 This
contract is hereto made and entered into by two parties two parties based on
mutual interests of their lawful successors and assignees of and is legally
binding This contract shall not be subject to any oral amendments. Any
amendments to the contract or other appendices shall come into force only after
a written agreement has been signed both parties and after approved by the
examining and approving authority as per requirement legally.
28.4 Any
provision in this agreement, which is invalid or unenforceable, shall not affect
the validity or enforceability of other provision under this
contract.
28.5 The
contract undersigned shall be written in Chinese and in (six) original
copies.
28.6 Any
notice or written correspondence from one party to the other or the joint
venture prescribed d under our contract shall be in Chinese. Any notice shall
be
sent by express courier or by fax. The express service company shall confirm
the
receipt of delivery. For any notice or written correspondence under this
contract, (7) days as from the date from handing over to an express courier
service company shall be deemed as Receipt Date, or, in case of fax, (1) days
from the date as Receipt Date which, however, shall be verified by fax
confirmation report.
Any
notice and correspondence shall be sent to the following address till written
notice to the other Party for change of address.
Party
A
RUILI
GROUP CO.,LTD.
Address:
No.1169, ▇▇ ▇▇▇▇ Road, Economic Development Zone, Rui An City
Fax
No.:▇▇▇▇-▇▇▇▇▇▇▇▇
Mail
Acceptor: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Party
B
FAIRFORD
HOLDINGS LIMITED
Address:
▇▇.▇▇, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇ Special Administrative
Region
00852-25220172
Mail
Acceptor: ZHANG Ronggang
Joint
Venture:
RUILI
GROUP RUIAN AUTO PARTS CO., LTD.
Address:
No.1169, ▇▇ ▇▇▇▇ Road, Economic Development Zone, Rui An City
Tel:
▇▇▇▇-▇▇▇▇▇▇▇▇
Mail
Acceptor: General Manager
28.7 This
contract iterates full agreements on contract object and thus replaces all
former discussions, negotiations and agreements on contract object. If the
former resolutions conflict with provisions prescribed under this contract
clause and the article of association, hereabove, if any, this contract clause
and regulations prevail.
IN
WITNESS WHEREOF, the Parties hereto have signed up this contracted by their
duly
authorized representatives in Wenzhou, Zhejiang province as of the date on
December 12, 2006 first above written.
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RUILI
GROUP CO., LTD.
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Signature
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| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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Board
Chairman
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| Nationality: | China | |
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FAIRFORD
HOLDINGS LIMITED
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Signature
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| Name: |
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ |
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General
Manager
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| Nationality: | China | |