Agreement Concerning the Transfer
of Intangible Assets
(LJ102-3)
Party A: Liuzhou OVM Joint Stock Co., Ltd.
Party B: Liuzhou OVM Construction Machinery Co., Ltd.
A. All the intangible assets originally owned by Party A including the
technical patents, technical know-how, the developed new products
(including all new products, the patents and ISO 9000 certification
developed, registered and obtained in 1995), the registered trademarks,
goodwill, etc. shall be transferred to Party B at the date when the Party
B is established.
B. Details of all the intangible assets originally owned by Party A are
listed on the attachment.
C. All the intangible assets on the attachment originally owned by Party A
shall be valued at RMB 24,000,000.00.
D. Party A shall assist party B in completing all the legal procedures in
transferring the ownership of the intangible assets to party B according
to the regulation of the PRC Laws.
E. Party A shall be responsible to any disputes and assume any economic
responsibilities arising before the date of transfer of the above
mentioned intangible assets.
F. Party B shall pay Party A compensation for transfer of the intangible
assets in the following manner:
(1) Party B shall pay Party A an annual fee at the rate equal to 1.5% of
the total annual sales (not including VAT) of Party B.
(2) The consideration for the transfer of intangible assets by Party A
shall be considered fully paid when the accumulated total of the
annual fee reaches RMB 24,000,000.
G. Before all the intangible assets originally owned by Party A have been
transferred to Party B, Party A shall not transfer any part or the whole
of the above mentioned intangible assets to any third party.
H. Without unanimous agreement by all the members of the Board of Directors
of Party B, Party B shall not transfer the right to use any part of the
above mentioned intangible assets to any third party.
I. Following the establishment of Party B, the intangible assets subsequently
developed by Party B shall belong solely to Party ▇.
▇. This Agreement shall come into effect after it is signed by the legal
representatives of both parties and stamped with the common seal of both
parties.
For and on behalf of
Party A: Liuzhou OVM Joint Stock Co., Ltd.
-----------------------------
(▇▇ ▇▇▇ Sen)
Corporate Representative
For and on behalf of
Party B: Liuzhou OVM Construction Machinery Co., Ltd.
-----------------------------
(Ching Lung Po)
Corporate Representative
Dated: June 5, 1995
2
Detailed Items of Technical Know-how Transferred
(5-03B)
Date Putting in
Date of Production/(Date
Items Description Application of Authorization)
----- ----------- ----------- -----------------
A Transfer of technical know-how -- --
(including new products and
patented technology with expired
protection period.
1 Automatic Continuous Pressing and September 5, July 24, 1991
Device for bridge construction 1990
Patent number: 61755)
2 Stay cable multi-anchorages (Patent November 27, May 20, 1992
number 77041) 1990
3 Long diameter high strength steel wire June 11, 1990 May 27, 1992
conical anchorage (Patent number 79627)
4 Strnded wire and bunched steel wires June 11, 1990 August 12, 1992
prestressed tensioning anchorage
(Patent number 86725)
5 OVM series anchorage system - 1990
6 Series 200 stay cable system - 1992
7 HM15 series ring stressing anchorage - 1993
8 Screw thread steel pipe series - 1991
9 GZ series conical stressing anchorages - 1988
10 Unbonded prestressing tendons - 1990
11 DM series steel strand bundle anchorages - 1991
with button-head end and ancillary stressing
devices
12 LM series anchorages for stay cable - 1990
13 LZM series steel strand anchorages with - 1991
cold button-head end
14 ZB series high pressure electric oil pumps - 1990
15 SC,CX and LSS series digital sensors - 1992
▇▇ ▇▇▇, ▇▇, ▇▇, ▇▇, ▇▇▇, ▇▇▇, ▇▇▇, - ▇▇▇▇-▇▇▇▇
YSD, YPD, YDG, ZPX, ZLD, LSD series
17 ZPB and ZLDB series pump stations - 1994
18 YBG-88 series tube pulling assemblies - 1993
19 Complete sets of 50-T and 80-T lifting jacks 1995
B System with ISO 9001 qualify certification - July, 1995
C OVM trademark - January 27, 1994
D Goodwill and sales network establishe
January 6, 1997
OVM International Holding Corporation
▇/▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, 20/F., Universal Trade Center,
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇
Attn: ▇▇. ▇▇▇▇▇ Lung Po
------------------------
Dear Sirs:
Re: English Translation of Chinese Documents
We have reviewed the Chinese versions of the following documents and the English
translations which you have provided:-
1. Articles of Association of Liuzhou OVM Construction Machinery Co., Ltd.;
2. Joint Venture Contract dated April 18, 1995 between Kolcari Investments
Limited and Liuzhou OVM Joint Stock Co., Ltd.;
3. Agreement Concerning the Commencement date of the Financial Accounts dated
January 17, 1995 between Kolcari Investments Limited and Liuzhou OVM Joint Stock
Co., Ltd.,
4. Agreement Concerning the Entrustment of the Heat Treatment Plant with
Processing Task dated June 5, 1995 between Liuzhou OVM Construction Machinery
Co., Ltd., Liuzhou OVM Joint Stock Co., Ltd. and the Heat Treatment Plant;
5. Agreement Concerning the Transfer of Intangible Assets dated June 5, 1995
between Liuzhou OVM Construction Machinery Co., Ltd. and Liuzhou Joint Stock
CO., Ltd. and the Exhibit List of Items of Technical Know-how Transferred;
6. Agreement Concerning the Provision of Power, Water Supply and Welfare
Facilities dated June 15, 1995 between Liuzhou OVM Construction Machinery Co.,
Ltd., and Liuzhou OVM Joint Stock Co., Ltd.,; and
7. Supplementary Agreement on the Transfer of Intangible Assets dated
December 18, 1995 between Liuzhou OVM Construction Machinery Co., Ltd., and
Liuzhou OVM Joint Stock Co., Ltd.
Please note that we do not hold qualification in translation but to the extent
that we have reviewed the above English translations, we believe the
translations, incorporating our suggested amendments, should be fair and correct
translations of the various corresponding Chinese documents above.
Yours faithfully,
Li ▇▇▇▇ ▇▇▇▇▇
Senior Lawyr
