Common use of Liquidation Proceedings Clause in Contracts

Liquidation Proceedings. 24.3.1 The liquidation of the JV Company shall be handled in accordance with the applicable PRC Laws. The liquidation committee shall be composed of three (3) persons. One (1) shall be appointed by BRILLIANCE from the Directors it has appointed to the Board, one (1) shall be appointed by BMW from the Directors it has appointed to the Board, and the third shall be a person agreed upon by the first two (2) nominees and shall be an accountant or a lawyer registered in China. In case any Director so appointed cannot serve, a replacement shall be appointed within ten (10) days (from the date of the initial appointment) by the Party that originally appointed the Director who cannot serve. 24.3.2 If the first two (2) members fail to agree as to the third member within fifteen (15) days of their appointment, the third member shall be appointed by the President of the Law Society of Hong Kong and shall be a reputable lawyer. As soon as all three (3) liquidation committee members are appointed, the Board of Directors shall submit a list of their names to the Examination and Approval Authority for examination and verification. 24.3.3 The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidation committee, approve the liquidation plan of the liquidation committee. After the Board of Directors approves the liquidation plan, the liquidation plan promptly shall be filed with the Examination and Approval Authority. 24.3.4 The liquidation committee shall use its best efforts both to obtain the highest possible prices for the assets of the JV Company and to maximize foreign exchange proceeds. Unless otherwise agreed, in writing, the Parties hereby agree that the JV Company’s assets will be sold to the Party, at that time, offers the higher price for them. 24.3.5 The liquidation expenses, including remuneration to committee members and to the lawyers and accountants retained by the liquidation committee, shall be paid out of the JV Company’s assets in priority to the claims of other creditors. 24.3.6 After the settlement of all outstanding debts and taxes, the remaining proceeds of liquidation, if any, shall be paid over to the Parties in proportion to their respective paid-in contributions to the registered capital of the JV Company at the time of liquidation. BMW shall have priority to receive all of its share of the proceeds in foreign exchange. 24.3.7 Upon completion of the liquidation of the JV Company, the liquidation committee shall submit a liquidation proceedings wind-up report to the Board of Directors for approval and submission to the Examination and Approval Authority for the record. In addition, the committee shall carry out the necessary procedures to cancel the JV Company’s tax registration, cancel its Approval Certificate and business registration and return its Approval Certificate and Business License, and de-register with the customs authorities.

Liquidation Proceedings. 24.3.1 The liquidation of the JV Company shall be handled in accordance with the applicable PRC Laws. The liquidation committee shall be composed of three (3) persons. One (1) shall be appointed by BRILLIANCE from the Directors it has appointed to the Board, one (1) shall be appointed by BMW from the Directors it has appointed to the Board, and the third shall be a person agreed upon by the first two (2) nominees and shall be an accountant or a lawyer registered in China. In case any Director so appointed cannot serve, a replacement shall be appointed within ten (10) days (from the date of the initial appointment) by the Party that originally appointed the Director who cannot serve. 24.3.2 If the first two (2) members fail to agree as to the third member within fifteen (15) days of their appointment, the third member shall be appointed by the President of the Law Society of Hong Kong and shall be a reputable lawyer. As soon as all three (3) liquidation committee members are appointed, the Board of Directors shall submit a list of their names to the Examination and Approval Authority for examination and verification. 24.3.3 The Board of Directors shall within fifteen (15) days of receipt of the report of the liquidation committee, approve the liquidation plan of the liquidation committee. After the Board of Directors approves the liquidation plan, the liquidation plan promptly shall be filed with the Examination and Approval Authority. 24.3.4 The liquidation committee shall use its best efforts both to obtain the highest possible prices for the assets of the JV Company and to maximize foreign exchange proceeds. Unless otherwise agreed, in writing, the Parties hereby 45 CHINA EQUITY JOINT VENTURE CONTRACT agree that the JV Company’s assets will be sold to the Party, at that time, offers the higher price for them. 24.3.5 The liquidation expenses, including remuneration to committee members and to the lawyers and accountants retained by the liquidation committee, shall be paid out of the JV Company’s assets in priority to the claims of other creditors. 24.3.6 After the settlement of all outstanding debts and taxes, the remaining proceeds of liquidation, if any, shall be paid over to the Parties in proportion to their respective paid-in contributions to the registered capital of the JV Company at the time of liquidation. BMW shall have priority to receive all of its share of the proceeds in foreign exchange. 24.3.7 Upon completion of the liquidation of the JV Company, the liquidation committee shall submit a liquidation proceedings wind-up report to the Board of Directors for approval and submission to the Examination and Approval Authority for the record. In addition, the committee shall carry out the necessary procedures to cancel the JV Company’s tax registration, cancel its Approval Certificate and business registration and return its Approval Certificate and Business License, and de-register with the customs authorities.