Dated 18 July 2006 POLY TECHNOLOGIES, INC. and FERRARI S.p.A. and ITALIAN MOTORS (SALES & SERVICE) LTD and CTF LUXURY GOODS (CHINA) LIMITED SIDE AGREEMENT relating to Amended and Restated Equity Joint Venture Contract in respect of Ferrari Maserati...
Execution
Copy
Dated
18
July 2006
POLY
TECHNOLOGIES, INC.
and
FERRARI
S.p.A.
and
ITALIAN
MOTORS (SALES & SERVICE) LTD
and
CTF
LUXURY GOODS (CHINA) LIMITED
relating
to
Amended
and Restated Equity Joint Venture Contract in respect of
Ferrari
Maserati Cars International Trading (Shanghai) Co., Ltd.
Linklaters
Linklaters
Shanghai Office
16/F
Citigroup Tower
33
▇▇▇
▇▇▇▇ ▇▇▇ ▇▇▇▇ Road
Pudong
New Area
ShanghaI
200120
People’s
Republic of China
Telephone
(▇▇-▇▇) ▇▇▇▇ ▇▇▇▇
Facsimile
(▇▇-▇▇) ▇▇▇▇ ▇▇▇▇
Ref:
L-041315 MXQ &ALIK
Table
of Contents
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Contents
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Page
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1
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DEFINITIONS
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2
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INTERPRETATION
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3
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ACKNOWLEDGEMENT
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4
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APPLICABLE
LAW AND SETTLEMENT’
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5
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MISCELLANEOUS
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THIS
SIDE
AGREEMENT (this “Agreement”) is made on 18 July 2006.
AMONG
:
| (I) |
Poly
Technologies, Inc., a Ii y
incorporated under the laws of the PRC with its registered office
at Poly
.. .. ., zhimen Nandajie, Dongcheng District, Beijing, PRC (‘PoIy
Technologies”) and whose legal representative is Mr ▇▇▇▇ ▇▇▇▇ Sherig
(chairman of the board whose nationality Is
Chinese);
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|
(II)
|
Ferrari
S.p.A., a limited liability company Incorporated under the laws of
Italy
with its registered office at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
(▇▇▇▇▇▇), ▇▇▇▇▇ (“Ferrari”) and whose legal representative is ▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ di Montezemolo (chairman of the board whose nationality is
Italian);
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|
(Ill)
|
Italian
Motors (Sales & Service) Ltd, a joint stock limited liability company
Incorporated under the laws of the HKSAR with its registered office
at 90
▇▇▇▇ ▇▇▇▇ Tol Road, To Kwa Wan, Kowloon, HKSAR (Italian Motors”) and whose
legal representative is ▇▇ ▇▇▇ Man ▇▇▇ ▇▇▇▇▇▇▇ (chairman of the board
whose nationality Is British); and
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(IV)
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CTF
Luxury Goods (China) Limited, a limited liability company incorporated
under the laws of the British Virgin Islands with its registered
office at
ATC Trustees (BVI) Limited, ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇,
Biitish Virgin Islands (“CTF”) and whose legal representative is ▇▇ ▇▇▇▇
▇▇▇ ▇▇▇ (chairman of the board whose nationality is
Chinese).
|
Ferrari,
Italian Motors, Poly Technologies and CTF are hereinafter each referred to
as a
“Party” and jointly as the “Parties”.
RECITALS:
|
(A)
|
The
Parties have entered into an Amended and Restated Equity Joint Venture
Contract (the “EJV Contract”) on the date of this Agreement, pursuant to
which the Parties will amend and restate the First EJV Contract to
set out
the rights and obligations of each Party and the relationship between
the
Parties, in respect of the EJV; and
|
|
(B)
|
The
Parties wish to set out further understandings among the Parties
which
have not been provided in the EJV
Contract.
|
IT
IS AGREED AS FOLLOWS:
| 1 |
DEFINITIONS
|
Unless
otherwise defined In this Agreement or the context requires otherwise, the
words
and expressions In bold in the Chinese version of this Agreement, and the words
and expressions with capitalised initials in the English version of this
Agreement have the meanings ascribed to them in the EJV
Contract.
1
| 2. |
INTERPRETATION
|
The
provisions of Clause 2 of the EJV Contract shall apply to this Agreement as
If
set out in full in this Clause 2.
| 3. |
ACKNOWLEDGEMENT
|
Notwithstanding
the provisions in the EJV Contract, each of Italian Motors, CTF and Poly
Technologies agrees and acknowledges that, Ferrari or any of its Associated
Companies may directly or indirectly establish or Invest In automobiles
dealership in Shanghai in the PRC.
| 4. |
APPLICABLE
LAW AND SETTLEMENT OF
DISPUTES
|
The
provisions of Clauses 31 and 32 of the EJV Contract shall apply to this
Agreement as if set out in full in this Clause 4.
| 5. |
MISCELLANEOUS
|
| 5.1 |
Languages
and Copies
|
This
Agreement shall be written In the English and Chinese languages in six
originals. If there is any discrepancy between the two versions, the English
version shall prevail.
| 5.2 |
Entire
Agreement
|
This
Agreement shall constitute an Integral part of the EJV Contract and supersede
any written or oral representation, agreement or arrangement previously made
by
or entered into between or among the Parties with respect to the same
matters.
| 5.3 |
Effective
Date
|
This
Agreement shall come Into effect on the same day on which the EJV Contract
becomes effective.
2
This
Agreement is entered into by fully authorized representatives of the parties
on
the dated stated on the first page of this Agreement.
Poly
Technologies, Inc.
Authorised
Representative
Name:
Ferrari
S.p.A.
Authorised
Representative
Name:
Italian
Motors (Sales & Service) Ltd
Authorised
Representative
Name:
CTF
Luxury Goods (China) Limited
Authorised
Representative
Name:
3