Exhibit 10.30
JOINT VENTURE CONTRACT
For the establishment of
WUXI SEAMLESS OIL PIPE CO., LTD.
Between
WUXI HUAYI INVESTMENT CO., LTD.
and
UMW ACE(L) LTD.
AUGUST 2005
CONTENT
Chapter 1 General Provision 1
Chapter 2 Parties To The Joint Venture Company 1
Chapter 3 Establishment Of The Joint Venture Company 1
Chapter 4 Purpose And Scope Of Production And Business 2
Chapter 5 Total Amount Of Investment And Registered Capital 2
Chapter 6 Responsibilities Of Each Party 3
Chapter 7 Board Of Directors 4
Chapter 8 Management Organization 6
Chapter 9 Labour Management 6
Chapter 10 Distribution of Profits 7
Chapter 11 Taxes, Finance, Audit and Environment Protection 7
Chapter 12 Foreign Exchange Management 8
Chapter 13 Duration Of The Joint Venture Company 8
Chapter 14 Disposal Of Assets After Expiration Of Duration 9
Chapter 15 Insurance 9
Chapter 16 Confidentiality 9
Chapter 17 Non-compete 10
Chapter 18 Amendment, Alteration And Termination Of The Contract 10
Chapter 19 Liabilities For Breach Of Contract 11
Chapter 20 Force Majeure 11
Chapter 21 Applicable Law 11
Chapter 22 Settlement Of Disputes 11
Chapter 23 Language 12
Chapter 24 Effectiveness Of The Contract And Miscellaneous 12
EXECUTION COPY
JOINT VENTURE CONTRACT
CHAPTER 1 GENERAL PROVISION
This Contract is entered into by and between Wuxi Huayi Investment Co., Ltd.
(originally named as Wuxi Deqiang Chuangye Investment Co.. Ltd., hereinafter
referred to as "'Party A") and UMW ACE (L) LTD (hereinafter referred to as
"Party B"), according to the "Law of the People's Republic of China on
Chinese-Foreign Equity Joint Ventures" and other laws and regulations of the
People's Republic of China (hereinafter referred to as "P.R.C") and for the
purpose of establishment of Wuxi Seamless Oil Pipe Co.. Ltd. (the "Joint Venture
Company") in Wuxi Municipal. Jiangsu Province. P.R.C, on August 20, 2005 in Wuxi
CHAPTER 2 PARTIES TO THE JOINT VENTURE COMPANY
1. Parties to this Contract are
i) Wuxi Huayi Investment Co., Ltd. (hereinafter referred to as "Party
A") which is registered in Wuxi City, Jiangsu Province. P.R.C, and
having its legal address at Room 909 New City Building. ▇▇. ▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇.▇.▇.
Legal representative: ▇▇. ▇▇▇▇ Longhua
Position: Chairman
Nationality: Chinese
ii) UMW ACE (L) LTD. (hereinafter referred to as "Party B") which is
registered in Malaysia, and having its legal address at Brumby
House, Jalan Bahas3, ▇.▇. ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., ▇▇▇▇▇▇▇▇
Legal representative: Date' ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ Bin Harun
Position: Chairman
Nationality: Malaysian
CHAPTER 3 ESTABLISHMENT OF THE JOINT VENTURE COMPANY
2. In accordance with the "Law of the People's Republic of China on
Chinese-Foreign Equity Joint Ventures' and other relevant P.R.C laws and
regulations, all parties to the Joint Venture Company agree to invest in
and participate in the operation of Wuxi Seamless Oil Pipe Co.. Ltd.
(hereinafter referred to as the "Joint Venture Company").
3 The Chinese name of the Joint Venture Company is:
[CHINESE TEXT]
The English name of the Join! Venture Company is:
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Wuxi Seamless Oil Pipe Co., Ltd
The legal address of the Joint Venture Company is:
▇▇. ▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ High and New Technology Industry Development
Zone, Jiangsu Province, P.R.C.
4. The Joint Venture Company has the capacity as an independent legal person,
all activities of the Joint Venture Company shall be governed and
protected by the relevant laws, rules and regulations of P.R.C.
5. The organization form of the Joint Venture Company is a limited liability
company. Each party to the Joint Venture Company is liable to the Joint
Venture Company to the extent of its capital contribution. The profits,
risks and losses of the Joint Venture Company shall be shared by the
parties hereto in accordance with the ratio of their respective
shareholding in the Joint Venture Company.
CHAPTER 4 PURPOSE AND SCOPE OF PRODUCTION AND BUSINESS
6. The purpose of setting up the Joint Venture Company is: in conformity with
the wish of enhancing the economic cooperation and technical exchanges, to
improve the product quality, develop new products, and gain competitive
position in both domestic and international market in quality and price by
adopting advanced and appropriate technology and scientific management
methods, so as to raise economic results and ensure satisfactory economic
benefits for each party to the Joint Venture Company.
7. The business scope of the Joint Venture Company is: production of oil
pipes, sale of products produced by the Joint Venture Company, and the
processing trade with supplied and imported materials as well as
processing on commission.
CHAPTER 5 TOTAL AMOUNT OF INVESTMENT AND REGISTERED CAPITAL
8. The Total amount of investment of the Joint Venture Company is USD
86,300,000
9. The capital contributed by all parties is USD 35,000,000. which will be
the registered capital of the Joint Venture Company, of which,
i) Party A shall contribute USD 17,150,000, which accounts for 49% and
ii) Party B shall contribute USD 17,850,000, which accounts for 51%.
The original registered capital of the Company is USD 20,200,000, of
which. Party A has contributed USD 9,898,000, which accounts for 49%, and
Party B has contributed USD 10,302,000, which accounts for 51%. Now Party
A shall contribute USD 7,252,000 in equivalent RMB cash to increase the
registered capital, while Party B shall contribute USD 7,548,000 to
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increase the registered capital. After such capital increase, the parties
shareholding shall remain the same as the original equity proportion.
The period of the contribution: the increased capital shall be fully
contributed by the end of June 2006.
10. (a) Subject to Clause 10(c), none of the two parties shall assign its
equity interest in the Joint Venture Company in whole or in part to
any third party without first complying with the terms of Clause 10,
and without the approval of such assignment by the original
examination and approval authority. Any assignment in violation of
this Clause 10 shall be deemed null and void.
(b) Subject to Clause 10(c), in the event any party wishes to assign all
or part of its equity interest in the Joint Venture Company to a
third party, it shall notify in writing the other party of the
detailed terms and conditions of the third-party offer, and it shall
offer to sell the interest to the other party on terms and
conditions no less favorable to the other party than those of the
third-party offer. If the other party does not accept such offer
within one (1) month of receipt of such notice, the other party
receiving such notices shall be deemed to have waived its right of
first refusal. The equity transfer under this Clause shall be also
subject to other conditions provided by laws and regulations.
(c) Party B shall have the right to assign in whole or in part its
equity interest in the Joint Venture Company to its affiliates. In
that case, Party A shall procure the directors designated by it to
approve the assignment by board resolutions and shall take all acts
necessary for effecting such assignment.
(d) No assignment of the equity interest in the Joint Venture Company
may be made unless the assignee has agreed in writing to be bound by
and become a ▇▇▇▇▇ to this Contract.
CHAPTER 6 RESPONSIBILITIES OF EACH PARTY
11. Each party shall have obligations to fulfill the responsibilities as
described hereunder:
(a) Party A shall be responsible for:
i) obtaining the government approval for relevant equity
transfer, and completing the registration procedures for
relevant equity transfer of the Joint Venture Company;
ii) obtaining from environmental protection authorities all
necessary permits for the Joint Venture Company activities;
iii) assisting the foreign personnel of Party B and the Joint
Venture Company in obtaining relevant visas, working permits
and accommodation;
iv) assisting the Joint Venture Company to obtain all possible
income tax reduction and/or
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exemption.
v) assisting the Joint Venture Company in obtaining the permit
for decoration, installation of equipment, drainage, etc.;
vi) performing its non-compete obligations hereunder; and
vii) dealing with other matters delegated to it by the Joint
Venture Company.
(b) Party B shall be responsible for:
i) assisting Party A to prepare relevant documents required for
application of approval;
ii) performing its non-compete obligations hereunder; and
iii) assisting with other mailers delegated by the Joint Venture
Company
CHAPTER 7 BOARD OF DIRECTORS
12. The date of issuance of the business license of the Joint Venture Company
shall be the date of the establishment of the Board of Directors.
13. The Board of Directors shall be composed of nine (9) directors, of which
five (5) shall be appointed by Party B, and four (4) appointed by Party A.
Party B shall have the right to appoint the chairman of the Board of
Directors. The term of office for the directors, including the chairman
and vice-chairman is four (4) years. Such term of office may be renewed if
continuously appointed by the appointing party. Each party has the right
to remove the director(s) appointed by itself at any time.
14. The Board of Directors is the highest authority of the Joint Venture
Company and shall decide all major issues of the Joint Venture Company.
The quorum of the meetings of the Board, present in person or in proxy,
shall be at least six (6) directors (subject to the Second Paragraph of
Clause 19). Otherwise, the resolutions passed by the Board meeting are
invalid.
15. Decisions on the following matters shall only be made by consent of more
than half (1/2) of the directors who attend the Board meeting;
i) Approval of borrowing, creation of mortgage or charge on its assets
or provision of security for the debt of any other person involving
the amount of more than USD 1,000,000;
ii) The appointment or removal of the Joint Venture Company's auditor;
iii) The creation of any encumbrance over any asset or undertaking or
provide guarantee in favour of any other person;
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iv) The adoption or variation or any business plan;
v) The entering into or varying of any contracts, agreements or
arrangements between the Joint Venture Company and any party, its
affiliate (An affiliate for the purposes of this Clause shall mean a
person in which each party holds at least 30% of the voting power
or has the right to appoint more than half of its directors, or a
person which holds at least 30% of such party's voting power
or has the right to appoint more than half of such party's
directors) or the Joint Venture Company's directors or senior
executives (excluding the labour agreement between the Joint Venture
Company and relevant staffs);
vi) The entering into of any contract, agreement or arrangement
otherwise than on an arm's length basis;
vii) Approval of plan for distribution of dividends;
viii) Approval of annual budgets and long term business plans;
ix) Alteration of the business scope of the Joint Venture Company; and
x) Other matters.
16. Decisions on the following matters shall only be made with the unanimous
approval of all the directors presenting at the Board meeting:
i) Amendment of the Articles of Association;
ii) Increase, decrease or assignment of registered capital of the Joint
Venture Company;
iii) Termination or dissolution of the Joint Venture Company;
iv) Merger of the Joint Venture Company with any other economic
organization or spin-off;
v) The acquisition by the Joint Venture Company;
vi) The incorporating of a subsidiary or entering into any partnership
or joint venture; and
vii) The listing of the Joint Venture Company itself on a public stock
exchange.
17 The chairman of the Board is the legal representative of the Joint Venture
Company. The vice-chairman shall discharge the duties of the chairman if
the chairman is unable to perform his/her duties. Should any director be
unable to attend the Board meeting, he (she) may present by a proxy by
issuing written power of attorney to the Board of Directors.
18. If there is a vacancy on the Board of Directors due to the retirement,
removal, resignation, incapacity or death of a director, the nominating
party of that director(s) shall nominate a successor within thirty (30)
days for appointment by the Board of Directors to complete the term of
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that director. The term of the newly appointed directors shall be the
remaining term of his predecessor if a director is unable to perform his
duties or any party nominating a director wishes to remove him, the
nominating party may at any time direct the other party to agree to remove
that director and in such case the other party shall follow such
direction at the relevant Board meeting unless such direction does not
comply with applicable law;
19. The Board of Directors shall have one (1) meeting every quarter. The
chairman of the Board shall preside over the Board meeting. An interim
Board meeting shall be convened if so required by more than one third
(1/3) of all the directors. Minutes of the meetings shall be placed on
file.
In absence of any Board meeting, the resolutions signed via facsimile or
other written form by directors not less than the quorum of the Board
meeting is of same effectiveness as that passed at a Board meeting.
CHAPTER 8 MANAGEMENT ORGANIZATION
20. The Joint Venture Company shall establish a management organization which
shall be responsible for its daily operation. The management organization
shall have one (1) general manager nominated by Party A and two (2)
vice-general managers (responsible for Finance, Purchasing and Human
Resources) nominated by Party B, and two (2) vice-general managers
nominated by Party A, all of whom will be appointed by the Board of
Directors and their term of office is four (4) years. The Board of
Directors may remove the general manager and vice-general managers at any
time, and the nominating party shall nominate a new candidate immediately.
21. The responsibility of the general manager is to carry out the decisions of
the Board meeting, to decide on the matters other than those that shall be
decided by the Board meeting, and to organize and conduct the daily
operation of the Joint Venture Company. The general manager may appoint
department managers who shall be responsible for the work of the relevant
department respectively, handle the matters assigned by the general
manager and/or the vice-general manager and shall be responsible to the
general manager and the vice-general manager.
22. In case of great or serious dereliction of duty on the part of the general
manager or the vice-general manager, the Board of Directors shall have the
power to dismiss him/her at any time with duly passed board resolution.
23. The general manager, the vice-general manager and any other department
manager may not hold posts concurrently as the general manager or any
other officer or employee or consultant of any other economic
organization.
CHAPTER 9 LABOUR MANAGEMENT
24 Labour contract covering the recruitment, employment, dismissal and
resignation, wages, labour insurance, welfare, rewards, penalty and other
matters concerning the staff and workers of the
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Joint Venture Company shall be entered into between the Joint Venture
Company and individual employees respectively in accordance with the
"Labor Law of P.R.C" and the plan made by the general manager. The labour
contracts shall, after being signed, be filed with the local labour
administrator department.
25. To meet the operational capacity the Joint Venture Company will have a
work force appropriate to meet the efficient operational needs of the
Joint Venture Company as determined by the Board.
26. The appointment, salaries, social insurance, welfare and the standard of
traveling expenses etc., of senior management personnel (including general
manager and vice-general managers) recommended by all parties hereto shall
be decided by the Board of Directors.
CHAPTER 10 DISTRIBUTION OF PROFITS
27. Unless otherwise resolved by the Board of Directors, the profits after tax
of the Joint Venture Company for any year shall, after deducting the
mandatory funds (including Reserve Fund, the Enterprise Development Fund
and the Bonus and Welfare Fund for staff and workers) according to this
Contract, be distributed to all parties according to their ratio of
shareholding in the Joint Venture Company within the first four (4) months
of the next year.
CHAPTER 11 TAXES, FINANCE, AUDIT AND ENVIRONMENT PROTECTION
28. The Joint Venture Company shall pay taxes in accordance with the
stipulations of P.R.C laws and regulations.
29. The Joint Venture Company shall apply the P.R.C. Accounting Principles as
mandated by law.
30. Employees of the Joint Venture Company shall pay individual income tax
according to the "Individual Income Tax Law of the P.R.C."
31. Allocations for Reserve Fund, Enterprise Development Fund and Bonuses and
Welfare Fund for staff and workers shall be set aside in accordance with
the "Law of the People's Republic of China on Chinese-Foreign Equity Joint
Ventures". The annual proportion of the allocations shall be decided by
the Board of Directors according to relevant laws and regulations and the
business situations of the Joint Venture Company.
32. The fiscal year of the Joint Venture Company shall commence from January 1
and end on December 31. All vouchers, receipts, statistic statements and
reports, account books shall be written both in Chinese and English. Any
party hereto or its representative may inspect the books and records at
all reasonable times. Each quarter the Joint Venture Company will present
to the Board of Directors the Chinese and English version of the
accounting records stating updated situation and a written repot on the
market sales, inventory and financial situation of the Joint Venture
Company.
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33 Financial audit on the Joint Venture Company shall be conducted by a
certified public accountant registered in China, which shall be appointed
by the Board of Directors, and the audit reports shall be submitted to the
Board of Directors and the general manager. Within sixty (60) days after
the end of every fiscal year, the Joint Venture Company shall submit to
all parties hereto and every director the audited annual accounts together
with the audit report conducted by independent auditor.
In case any party considers it necessary to employ an auditor registered
in or out of China to make an annual financial audit, the other party
shall agree. All the expenses thereof shall be borne by the party
employing such auditor.
34 In the first three (3) months of each fiscal year, the general manager
shall prepare previous year's proposal regarding the distribution of
profits, and submit it to the Board of Directors for examination and
approval.
35. The Joint Venture Company shall be responsible for protecting environment
and take measures to prevent pollution according to the "Environment
Protection Law of the P.R.C."
CHAPTER 12 FOREIGN EXCHANGE MANAGEMENT
36. All matters concerning foreign exchange shall be handled in accordance
with "the Regulations for Exchange Control of the P.R.C." and other
pertaining laws and regulations
37. The Joint Venture Company shall open foreign exchange accounts and RMB
accounts with a registered bank in China approved by People's Bank of
China and State Administration for Foreign Exchange. All foreign exchange
incomes of the Joint Venture Company must be deposited in the foreign
exchange accounts, and the distribution of the Party B's profit may be
effected from the foreign exchange account.
38. All wages and lawful income to be remitted by the Joint Venture Company to
Party B or to expatriate employees shall be effected in US Dollars or any
other freely convertible currency which the Joint Venture Company may
have.
39. During the course of its operations, the Joint Venture Company shall be
responsible to maintain Balance between the foreign exchange income and
expenditure.
CHAPTER 13 DURATION OF THE JOINT VENTURE COMPANY
40. The duration of the Joint Venture Company shall be twenty (20) years,
commencing from the date on which the Joint Venture Company was
established, i.e. upon the business license of the Joint Venture Company
is issued. An application for extension of the duration, if agreed by all
parties and unanimously approved by the Board of Directors, shall be
submitted to the original examination and approval authority before six
(6) months prior to the expiring date of the duration of the Joint Venture
Company.
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CHAPTER 14 DISPOSAL OF ASSETS AFTER EXPIRATION OF DURATION
41. Upon the expiration or the termination prior to the expiration day of the
Joint Venture Company, liquidated assets shall be distributed in
accordance with their respective proportion of registered capital
contributed by each party.
42. Upon the liquidation of the Joint Venture Company, Party A and Party B
shall each appoint persons as the members of the liquidation committee.
The members of the liquidation committee shall be engaged by the Board of
Directors and shall be in charge of the liquidation affairs.
CHAPTER 15 INSURANCE
43. Insurance policies of the Joint Venture Company against various kinds of
risks shall be underwritten with duly registered insurance companies.
Types, value and duration of insurance shall be decided by the general
manager in accordance with the laws and the stipulations of the relevant
insurance companies.
CHAPTER 16 CONFIDENTIALITY
44. Each party hereby agrees to keep the following information in confidence
and undertakes not to disclose such information to any other person except
each party's affiliate (An affiliate for the purposes of this Chapter
shall mean a person in which each party holds at least 30% of the voting
power or has the right to appoint more than half of its directors, or a
person which holds at least 30% of such party's voting power or has the
right to appoint more than half of such party's directors) the terms and
conditions of this Contract, any and all information relating to this
Contract and the Joint Venture Company and any and all information
provided by the other party ("Confidential Information"), unless otherwise
provided in this Chapter. The Confidential Information shall be used only
for the lawful business purposes of the Joint Venture Company provided
herein. Any party may disclose Confidential Information to its
professional advisors when necessary to the extent needed for its
performance of its obligations hereunder. Each party agrees to request the
person that may be given or may become aware of the Confidential
Information to execute a confidentiality and non-disclosure agreement with
same terms as this Chapter. This Chapter shall not be applicable to the
following information disclosed by any party; (a) information already in
public domain (other than the information that becomes publicly known due
to breach of this Chapter by that party); (b) the information that has
been in the possession of the party, information not relevant to this
Contract or the Joint Venture Company or not arising from this Contract;
and (c) information that is required to be disclosed by the laws or
regulations.
45. Each party agrees to limit the number of persons having access to the
Confidential Information to the minimum level, which shall be the number
necessary for its performance of this Contract.
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CHAPTER 17 NON-COMPETE
46. All parties hereby agree that, within the duration of the Joint Venture
Company after its establishment, without the prior written consent of
Party B, Party A shall not directly or indirectly produce or establish any
enterprise (as investor, joint venture partner, technology licensor,
technology licensee, agent, distributor, manager, advisor, or in other
capacity) to produce within China (mainland) products same or
substantially same as or competing with the products of the Joint Venture
Company. Party A shall further ensure that neither it nor any of its/their
affiliates shall conduct any activities competing with the Joint Venture
Company. (An affiliate for the purposes of this sub-clause shall mean a
person in which Party A holds at least 30% of the voting power or
has the right to appoint more than half of its/their directors, or a
person which holds at least 30%. of Party A's voting power or has
the right to appoint more than half of Party A's directors).
All parties hereby agree that, within the duration of the Joint Venture
Company after its establishment, without the prior written consent of
Party A, Party B shall not directly or indirectly produce or establish any
enterprise (as investor, joint venture partner, technology licensor,
technology licensee, agent, distributor, manager, advisor, or in other
capacity) to produce within China (mainland) products same or
substantially same as or competing with the products of the Joint Venture
Company. Party B shall further ensure that neither it nor any of its/their
affiliates shall conduct any activities in China (mainland) competing with
the Joint Venture Company (An affiliate for the purposes of this
sub-clause shall mean a person in which Party B holds at least 30% of the
voting power or has the right to appoint more than half of its/their
directors, or a person which holds at least 30% of Party B's voting power
or has the right to appoint more than half of Party B's directors.) For
the avoidance of doubt, Party B's and its affiliates' investment and
participation in any business before this Contract is approved by the
approval authority and becomes effective (Pre-existing Business) shall not
be deemed as violating the above provision, However, such exception does
not apply to the additional business scope such Pre-existing Business
enters into after this Contract is approved by the approval authority and
becomes effective
CHAPTER 18 AMENDMENT, ALTERATION AND TERMINATION OF THE CONTRACT
47. The amendment to this Contract or its appendices shall come into force
only when the written agreement is signed by all parties and approved by
the original examination and approval authority.
48. Any party shall have the right to terminate this Contract and dissolute
the Joint Venture Company in case one of the following situations occurs;
i) the duration of the Joint Venture Company expires and all parties
here to are unwilling to continue the cooperation, or all parties
hereto agree to an early termination;
ii) serious losses have occurred to the Joint Venture Company and
accumulated losses exceed 70% of the registered capital;
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iii) any party fails to perform its obligations in accordance with (this
Contract or the Articles of Association of the Joint Venture
Company, which causes the Joint Venture Company unable to continue
operation (in this case only the non-breaching party has the right
to terminate); or
iv) the event of force majeure hereunder happens and causes serious
losses, which forces the Joint Venture Company to cease operation
for more than three months or to be unable to operate.
The termination shall only come into effect upon the resolution of the
Board of Directors and the approval of the original examination and
approval authority.
CHAPTER 19 LIABILITIES FOR BREACH OF CONTRACT
49. Should any party breach this Contract, that breaching party shall
compensate the other party for the relevant damages incurred.
CHAPTER 20 FORCE MAJEURE
50. Should any party be prevented from performing this Contract by force
majeure, such as earthquake, typhoon, flood, fire and war and other
unforeseeable events, the happening and consequences of which are
un-preventable and unavoidable, the prevented party shall notify the other
party via facsimile or telegraph without delay, and shall within fifteen
(15) days thereafter provide the detailed information of the events and a
valid document for evidence issued by the relevant public notary
organization for explaining the reason of its inability to perform or
delay the performance of all or part of this Contract. All parties shall,
through consultations, decide whether to terminate this Contract or to
exempt the party's obligations for implementation of this Contract or
whether to delay the performance of this Contract based on the influence
of the events.
CHAPTER 21 APPLICABLE LAW
51. The execution of this Contract, its validity, interpretation, performance
and settlement of the disputes shall be governed by the laws of P. R.C.
CHAPTER 22 SETTLEMENT OF DISPUTES
52. Any disputes arising from the performance of, or in connection with this
Contract shall be settled through friendly consultations among all parties
hereto. In case no settlement can be reached through consultations, the
disputes shall be referred to and solved by means of arbitration in
accordance with the Rules of Arbitration of the China International
Economic and Trade Arbitration Commission ["CIETAC Rules"). The
arbitration shall be carried out in Shanghai by an arbitral tribunal
consisting of three (3) arbitrators appointed in accordance with the
CIETAC Rules.
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The arbitration shall be administered by the China International Economic
and Trade Arbitration Commission. The arbitration award is final and
shall be binding upon all parties.
53. During the arbitration procedure, the other clauses of this Contract shall
be performed continuously by all parties except those in disputes.
CHAPTER 23 LANGUAGE
54. This Contract shall be written both in Chinese and in English. Both
versions are equally authentic.
CHAPTER 24 EFFECTIVENESS OF THE CONTRACT AND MISCELLANEOUS
55. This Contract is executed by the parties hereto on [August 20th] 2005 at
[Wuxi], This Contract shall come into force upon their approval by the
examination and approval authority.
56. The notices under this Contract shall be sent in writing. Should any
notice in connection with any party's rights and obligations be sent by
facsimile or e-mail, it shall be followed by letter for confirmation. The
addresses of all parties specified in this Contract shall be the posting
address.
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(EXECUTION PAGE)
For and on behalf of
WUXI HUAYI INVESTMENT CO., LTD.
Representative (sign): /s/
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( )
Title:
For and on behalf of
UMW ACE(L) LTD.
Representative (sign): /s/
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( )
Title:
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