EH EXHIBIT 10.4
b) 10.4 AGREEMENT BETWEEN NATIONAL ELECTRIC VEHICLE RUNNING EXPERIMENT
DEMONSTRATION DISTRICT MANAGEMENT CENTER AND AMERICAN ELECTRIC AUTOMOBILE
COMPANY (ASIA), INC.
This Agreement (THIS AGREEMENT) made this 28th day of October, 1999 ( this
twenty-eighth day of October in the year of nineteen ninety), by and between
National Electric Vehicle Running Experiment Demonstration District Management
Center (Shantou Guangxin Enterprise Science & Technology Development Company)
(hereinafter called "Party A") and America Electric Vehicle (Asia) Co. Ltd.
(hereinafter called "Party B").
WITNESSETH:
After full negotiation and discussion in Shantou City, Guangdong Province on
October 28, 1999, the parties have concluded mutual understanding of
cooperation of the project of conversion hybrid electric vehicle and made the
letter of intent for this Project on December 13, 1999. Both parties has
discussed and exchanged opinions in regard with conversion vehicle once more
on December 23, 1999, and entered into physical execution of the tasks
according to cooperation intention of both parties. Now, therefore, it is
hereby agreed and understood as follows: A. The parties have certified to
convert the hybrid electric vehicles with two Red Banner CA7180-2 cars into or
different application.B. From the date of signing of this Agreement until the
end of March, 2000, the parties shall do analysis and study works for the
conversion project, and shall certify the conversion schedule (including
technical data). C. The analysis and study works comprise a series of relative
issues, such as the planning of conversion schedule, selection and
distribution of power plant, technical data of hybrid power plant and each
performance, technical index (comprising power performance, economic
efficiency, emission and security, etc), fuel tank volume, continuous running
time and distance, space of compartment and boot.
D. For the convenience of studying the conversion schedule, Party A has
provided to Party B the technical data related to the said two vehicles
(provided) in the end December, 1999. Party B shall provide the relative
technical data in regard with hybrid power plant in the middle of April. The
parties shall hold a meeting for further discussion in the middle of March
2000 if necessary and shall decide detailed meeting time and place.
E. The said two conversion vehicles provided by Party A shall be available in
the middle of April, 2000. Party B shall provide the hybrid power plant,
including DC controller, generator, charger, energy display of the battery
pack, internal combustion and electrical elements matched with the generator
before the end of April, 2000. The vehicles will be converted in Party A's
fitting shop on April 30th, 2000. Party A shall do the major job in conversion
with assistance of Party B's technician. Party A shall invite the technician
from China No. 1 Automobile Company for assistance if both parties consider
that it is necessary. The conversion shall try to be accomplished in the end
of May.
F. After conversion and commission, the vehicles shall have a 2000-kilometer
running test. The test place will be at Party A's area. During the running
test, Party A shall reflect to Party B the problems occurred in the vehicles
or improvement suggestion which they consider necessary, and shall organize
and execute by Party A or both parties with consent of both parties. The
running test shall be accomplished at the beginning of August, 2000. The test
report shall be drafted by Party A and organize specialists to evaluate and
authenticate the vehicles after certified by the parties.
G. All the expenses necessary for conversion shall be borne by the parties
respectively. Each party shall be entitled to possession of the conversion
vehicles, on the principle of possession by the party (or parties) that
invested. The conversion vehicles shall be negotiated and dealt with by the
parties after the completion of experiment and authentication.
H. After the completion of conversion, if any reason causes future cooperation
failed, the Contract may be terminated by consultation and agreement between
the parties. In this case, one of the Red Banner CA7180-2 hybrid conversion
shall be possessed by Party A and the other possessed by Party B.
I. In accordance with promotion of global environmental industry, enhancing of
restraining emission of fuel vehicles, and the analysis of global intendance
of development, promotion and application of hybrid vehicles, the parties
consider that there is a broad future for cooperating and developing hybrid
vehicles. Starting from converting experimental vehicles, the parties intend
to develop and build an automobile conversion factory with unite efforts, and
are willing to try their best to cooperate with each other so that to
accomplish conversion, running test and authentication before the end of
August, 2000. According to the forecast, in case the technical index of the
experimental conversion vehicles can reach or exceed international standard by
test and authentication, the parties will build a conversion factory in China
and promote and sell the products to China (Hong Kong, Macao), Southeast Asia
and other countries and districts, the output can be 300,000 vehicles per
year. The parties shall set this as their target.
J. During conversion or after completion of conversion, running test and
authentication, provided that conditions are mature, the parties will consult
and negotiate to build a conversion factory at the place of Party A's
domicile, formalize the contract and article for build the factory with
cooperation. The factory scale, cooperation form and investment shall be
negotiated by the parties separately and shall be applied by Party A by
consultation and agreement between the parties. Application shall be executed
by Party A with assistance of Party B.K. Any party shall not breach the
Agreement after having signed. The party in breach shall bear the liability
therefor. The liability of breach shall be executed subject to the Contract
Law of the People's of Republic of China.L. Should any party decide to
terminate the Agreement due to any reason, such reason shall be submitted to
the other party in written form. The Agreement shall be terminated only by
consultation and agreement between the both parties, otherwise it shall be
regarded as breach.
M. Any content other than in this Agreement shall be enter into complementary
agreement by consultation and agreement between the parties separately. The
complementary agreement and the Agreement are equally authentic.
N. The Agreement shall come into force upon the signing of both parties'
representatives.
O. This Agreement are in two (2) originals and each party holds one (1)
original.
Party A: National Electric Vehicle Running Party B: America Electric
Automobile (Asia)
Experiment Demonstration District Ltd. Co.
Electric Vehicles Management Center
Shantou Guangxin Enterprise Science
& Technology Development Company)
Representative: Sun Zhao Qi(office chief) Representative: Xxxx Xx Hui
(president)
Address: Shantou City Longhu District Xiapeng Address: 000 Xxxxxx
Xxxxxxxxxx Xxxxxxxx Xxxxxxx, Xxxxxx,
Xxxxxxxxx 00000, XXX
Tel: 0000-0000000 Tel (HK): 000-00000000
Fax: 0000-0000000 Fax (HK): 000-00000000
Tel (USA): 0-000-0000000
Tel (USA): l-619-4212653
Signing Date: February 18, 2000
AUDI
