Auction Completion Confirmation Contract (Summary Translation)
Exhibit
10.8
Auction
Completion Confirmation Contract
(Summary Translation)
(Summary Translation)
Contract
No.: 2003-017
Signed
At: Auction
Room of Shandong Weifang Auction House
Time
of
Contract Signing: October
9, 2003
This
contract is entered into with the Buyer of the Lot, after public auctioning
and
confirmation by the Auctioneer, according to the Auction Law of the People’s
Republic of China and the Contract Law of the People’s Republic of
China.
1.
Parties Concerned
Auctioneer:
▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇ Auction House,
an
independent legal entity with auctioning qualification, who
organizes and implements this auction activity (Hereinafter referred to as
Auctioneer).
Buyer:
Fuwei
Films ( Shandong) Company Limited,
a
qualified bidder who voluntarily participated in the bidding and bought the
Lot,
through public bidding, at the highest bidding price (Hereinafter referred
to as
Buyer).
2.
Lot
2.1.
Name
of Lot: See
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Zi (2003) No. 21. - Assets Appraisal Report on Shandong
Neo-Luck Plastic Co., Ltd..
2.2.
Quantity of Lot: See
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Zi (2003) No. 21. - Assets Appraisal Report on Shandong
Neo-Luck Plastic Co., Ltd..
2.3.
Quality of Lot: See
▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Zi (2003) No. 21. - Assets Appraisal Report on Shandong
Neo-Luck Plastic Co., Ltd..
3.
Sale
price: RMB156,000,000.00
(Say RMB One Hundred And Fifty Six Million Only.
4.
Auction commissions
After
the
completion of the auction, the Auctioneer shall collect from the Buyer auction
commissions in the amount of RMB40,000.00
(Say RMB Forty Thousand Only).
5.
Payment of the Sale Price
5.1.
After the completion of the auction, the Buyer shall pay the sale price by
two
installments, with the first installment of RMB80 million to be paid before
October 20, 2003, and the remaining balance to be paid in full by October 30,
2003.
5.2.
Method of Payment: Buyer
shall transfer the payment to the account designated by the Auctioneer.
6.
Deposit
After
the
completion of the auction, the bid bond, of RMB5 million, paid by the Buyer,
shall be deemed as the deposit to be paid after the completion of the auction,
which can only be refunded to the Buyer after he has paid the sale price in
whole, or be used as the last payment of the sale price; should the Buyer fail
to pay the sale price in full during the agreed time period, he has no right
to
request the refund of the deposit.
7.
Delivery of the Lot
After
each payment, made by the Buyer, the Auction House shall coordinate with the
Court and Seller to release the sequestrated and mortgaged assets (as per the
value determined by the ▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇▇ Zi (2003) No. 21. - Assets Appraisal
Report on Shandong Neo-Luck Plastic Co., Ltd.) at the ratio of the said payment
to the sale price. After each release, the Buyer shall settle the issues related
to the transfer of corresponding part of the Lot directly with the Seller,
with
corresponding responsibilities to be agreed upon separately between the Buyer
and the Seller. The Auctioneer has the obligation to help with the provision
of
certificate of auctioning, invoice and associated documents.
The
right
to interpret this provision lies with Bank of China ▇▇▇ ▇▇▇▇
Branch.
8.
Liability for Breach of Contract
8.1.
Should the Buyer fail to pay the sale price according to agreement, the deposit
paid by the Buyer after the completion of the auction shall not be refunded
to
the Buyer by the Auctioneer; and the Auctioneer will re-auction the Lot. Should
the Lot be put up for re-auction, the Buyer shall pay the commissions due by
the
Buyer himself and the Seller from the first auction to the Auctioneer. Should
the sale price of the re-auction be lower than the sale price for the first
auction, the original Buyer shall make up for the discrepancy.
8.2.
Risk
of damage and loss of the Lot shall lie with the Seller before the delivery
of
the Lot, and lie with the Buyer after the delivery, except where the law
provides otherwise or the concerned parties have agreed otherwise.
8.3.
Should the Lot be unable to be delivered according to agreement because of
▇▇▇▇▇’s reasons, the Buyer shall bear the responsibility for the risk of damage
and loss of the Lot from the day when he breached the agreement.
8.4.
The
Auctioneer is responsible to ensure that no third party would claim any rights
to the Lot from the Buyer, except where the law provides otherwise.
8.5.
Should the Buyer knew or should have known, at the time of signing the contract,
that a third party has rights to the Lot, the Auctioneer is not bound by the
obligations stipulated in provision 8.4.
9.
The
Auctioneer must ensure that this auction activity is legitimate, and must
protect the Buyer’s lawful benefits acquired through the auction activity.
10.
The
Buyer shall have participated in the bidding after acquiring all information
about the Lot, and shall be responsible for the status of the Lot. After the
completion of the auction, the Buyer himself shall deal, at his own cost, with
all relevant issues, such as transfer of rights of usage of buildings and lands
and clearance of such buildings and lands; the Seller and the Auctioneer shall
issue associated certificates.
11.
Should a decision, by the courts, arbitration institutes or other competent
law
enforcement agencies, terminating this auction activity, is received, or the
Lot
be lost because of force majeure, before the Lot is delivered, this contract
shall be terminated automatically, and the Auctioneer shall not be responsible
for any breach-of-contract compensation.
12.
Should guaranty be needed, a separate letter of guaranty shall be separately
provided as attachment to this contract.
13.
Dispute Resolution
Should
there be any dispute arising among the two parties, mediation and conciliation
shall be deployed to resolve the dispute. Should the party concerned be
unwilling to avail himself of mediation and conciliation, or the mediation
and
conciliation failed to resolve the dispute, the dispute may be brought to a
competent court. The concerned party shall implement the court ruling,
arbitration decisions and mediation results that have come into legal effect,
and the other party may request the court to force the implementation should
the
concerned party fail to do so.
14.
This
contract is made out in two copies with the Auctioneer and the Buyer each
holding one, and shall come into effect on the date of execution.
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Auctioneer
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Buyer
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Name
of Company (Seal):
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Name
of Company (Seal):
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Address
of Company:
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Address
of Company:
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Legal
Representative:
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Legal
Representative:
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Agent:
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Agent:
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Phone:
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Phone:
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Bank:
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Bank:
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Account
Number:
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Account
Number:
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