EXHIBIT 10.28
Memorandum of Understanding
Party A : Liuzhou OVM Joint Stock Co. Ltd.
Party B : HVM Development Limited
As joint venture partners of Liuzhou OVM Construction Machinery Co. Ltd.
(hereinafter as "JV"), both parties reach the following agreements in respect of
the JV:
1. Change of Name of the ▇▇
▇. Party B agrees a proposal by Party A for the change of name of
the JV.
b. Both parties agree that all procedures in respect of change of
name of the JV shall be completed by July 31, 2001.
c. Party A's warranty: within 3 years from the date of completion
of change of name of the JV, Party A or its affiliated
companies shall not use such names as "Liuzhou (City) OVM
Construction and Machinery Co. Ltd." or "Liuzhou (City) OVM
Construction and Machinery.......). But Liuzhou (City) OVM
Stock Co. Ltd. is permitted.
2. Annual Audit of the JV
Party A's warranty: After this memorandum becomes effective, Party A
shall provide the duplicate of its business license and other related
information to the JV in order to facilitate the completion of the
annual audit of the JV.
3. Transfer of 30% interest in the JV by Party A
Party A agrees to transfer the 30% equity interest in the JV to Party
B. Both parties shall reach a transfer agreement separately.
4. Transfer of share ownership of Liuzhou OVM Prestress Construction Co.
Ltd. (hereinafter as "Construction Co.") by the JV
The JV agrees to transfer the equity interest in the Construction Co.
to Party A. Party A and the JV shall reach a transfer agreement
separately.
5. This Memorandum is in duplicates and shall take effect from the date of
signing by both parties.
Party A : Liuzhou OVM Joint Stock Co. Ltd.
/s/ ▇▇▇▇ ▇▇▇▇
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▇▇▇▇ ▇▇▇▇
Party B : HVM Development Limited
/s/ Ching Lung Po
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Ching Lung Po
April 29, 2001
April 29, 2001
OVM International Holding Corporation
Room 2105, West Tower, Shun Tak Centre,
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ C., ▇▇▇▇▇▇ ▇▇▇,
Hong Kong.
Attn: ▇▇. ▇▇▇▇▇ Lung Po
Dear Sirs,
Re: English Translation of Chinese Documents
We have reviewed the Chinese version and the English translation of the
following documents which you have provided:
1. Agreement on the Use of Trademark dated November 18, 2000 between
Liuzhou OVM Construction Machinery Company Limited and Shenzhen Hong Da
Technical Company Limited
2. Memorandum of Understanding dated April 29, 2001 between Liuzhou OVM
Joint Stock Co. Ltd. and HVM Development Limited
Please note that we do not hold qualification in translation but to the extent
that we have reviewed the above English translation, we believe the translation
should be fair and correct translation of the corresponding Chinese documents
above.
Yours sincerely,
/s/Li ▇▇▇▇ ▇▇▇▇▇
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Li ▇▇▇▇ ▇▇▇▇▇
Senior Lawyer
