Agreement Regarding to
Regarding
to
Share
Transfer of Hengda Electric Motor and Assets Transfer of Wendeng Second Electric
Motor Factory
Among
Harbin
Tech Full Electric Co. Ltd.
And
Wendeng
Second Electric Motor Factory
The
Committee of Labor Union of Wendeng Second Electric Motor Factory
The
People’s Government of Zhangjiachan Town, Wendeng County
Date:
July 10, 2008
This
acquisition agreement (this “Agreement”)
is
made and entered into as of July 10, 2008
at
Weihai City by and among Harbin Tech Full Electric Co. Ltd., (“Party
A”),
and
Wendeng Second Electric Motor Factory, the Committee of Labor Union of Wendeng
Second Electric Motor Factory and the People’s Government of Zhangjiachan Town,
Wendeng County (each as “Party
B1”,
“Party
B2”,
“Party
B3”
and
collectively as “Party
Bs”).
RECITALS
WHEREAS,
Party A and Party Bs are both legal person duly incorporated and validly
existing according to PRC laws;
WHEREAS,
Party B1 and Party B2 are legitimate shareholders of Weihai Hengda Electric
Motor (Group) Co. Ltd. (“Hengda
Electric Motor”),
of
which Party B1 owns ninety seven point fifteen percent (97.15%) shares and
Party
B2 owns two point eighty five percent (2.85%) shares; and Party B3 is the
shareholder and governing authority of Party B1;
WHEREAS,
Hengda Electric Motor is located at Xx.00 Xxxxxxx Xxxxxxxxxxxx Xxxx, Xxxxxxx
Xxxxxx, its registered capital as well as the contributed capital is RMB
32,940,000, and its business scope covers: producing electric motor, mold,
gear
reduction asynchronous electric motor, speed control motor, hydraulic coupler,
electronic devices, fiber reinforced plastic product, capacitor, cable and
wire;
exporting self-produced products and techniques; importing raw material,
accessory, instrument, mechanical equipment, fittings and techniques needed
by
Hengda Electric Motor for its operation and research (excluding the products
and
techniques that are restricted from operation or not permitted for importing
and
exporting by the government); material processing or components assembling
with
imported materials and components;
1
WHEREAS,
90.9% equity of Wendeng Xxxxx Chemical Products Limited Liability Company,
95.6%
equity of Wendeng Wenbao Electric Motors Limited Liability Company, 90% equity
of Wendeng Chengxin Electric Motors Limited Liability Company and 90.9% equity
of Wendeng Yongheng Electrical Instruments Limited Liability Company are
held by
Hengda Electric Motor; and 9.1% equity of Wendeng Xxxxx Chemical Products
Limited Liability Company, 4.4% equity of Wendeng Wenbao Electric Motors
Limited
Liability Company, 10% equity of Wendeng Chengxin Electric Motors Limited
Liability Company and 9.1% equity of Wendeng Yongheng Electrical Instruments
Limited Liability Company, which are collectively referred to as Remaining
Equity of Hengda Electric Motor’s Subsidiaries, are held by Party B2;
WHEREAS,
Party A and Party Bs have reached the “Agreement Related to Shares Acquisition
of Weihai Hengda Electric Motor (Group) Co. Ltd. and Assets Purchase of Wendeng
Second Electric Motor Factory” (the “Termsheet of Acquisition Agreement”) on
March 27, 2008 with respect to the subject matter hereunder. Pursuant to
such
agreement, Party A will purchase from Party B1 and Party B2 the 100% shares
of
Hengda Electric Motor held by Party B1 and Party B2 and acquire all the other
assets of Party B1;
WHEREAS,
Party B1 and Party B2 desire to sell to Party A, and Party A desires to purchase
from Party B1 and Party B2, the 100% shares of Hengda Electric Motor held
by
Party B1 and Party B2;
WHEREAS,
Party B1 desires to transfer all of the assets it has (excluding the equity
in
Hengda Electric Motor held by it) (hereinafter referred to as “Party B1’s
Remaining Assets”) to Party A, and Party A desires to purchase such assets upon
the terms and subject to the conditions set forth herein; and Party A intends
to, upon the consummation of acquisition of the above Party B1’s assets,
increase the registered capital of Hengda Electric Motor with Party B1’s
Remaining Assets;
2
WHEREAS,
Hengda Electric Motor will acquire the Remaining Equity of Hengda Electric
Motor’s Subsidiaries from Party B2 to make Wendeng Xxxxx Chemical Products
Limited Liability Company, Wendeng Wenbao Electric Motors Limited Liability
Company, Wendeng Chengxin Electric Motors Limited Liability Company and Wendeng
Yongheng Electrical Instruments Limited Liability Company as the wholly-owned
subsidiaries of Hengda Electric Motor; the acquisition price will be paid
by
Party A on behalf of Hengda Electric Motor to Party B2. As the shareholders
of
Hengda Electric Motor, Party B1 and Party B2 warrant to make Hengda Electric
Motor accept the related arrangement under this agreement.
NOW,
THEREFORE, regarding to transfer of all the shares of Hengda Electric Motor
and
transfer of Party B1’s Remaining Assets, Party A and Party Bs agree as follows
after equal negotiation:
ARTICLE
1 DEFINITIONS AND DEFINED TERMS
1.1. |
As
used in this Agreement, the following terms shall have the following
meanings:
|
“Acquisition
Equity”
shall
mean the 100% shares of Hengda Electric Motor held by Party B1 and Party
B2.
“Party
B1’s Remaining Assets” shall
mean all the operational assets of Party B1(excluding 97.15% of the equity
in
Hengda Electric Motor held by it) , including but not limited to all of the
manufacturing equipments, stocks, raw material, intellectual property,
receivables, other receivables, payables and business contracts of Party
B1.
“Remaining
Equity of Hengda Electric Motor’s Subsidiaries”
shall
mean 9.1% equity of Wendeng Xxxxx Chemical Products Limited Liability Company,
4.4% equity of Wendeng Wenbao Electric Motors Limited Liability Company,
10%
equity of Wendeng Chengxin Electric Motors Limited Liability Company and
9.1%
equity of Wendeng Yongheng Electrical Instruments Limited Liability Company,
which are held by Party B2.
3
“Equity
Acquisition Price” shall
mean all the consideration to be paid by Party A for purchasing Acquisition
Equity by Party A and acquisition price paid by Party A on behalf of Hengda
Electric Motor to Party B2 for acquiring Remaining Equity of Hengda Electric
Motor’s Subsidiaries by Hengda Electric Motor from Party B2.
“Acquisition
Price”
shall be
the Price of Acquisition Assets as defined under the Termsheet of Acquisition
Agreement, that is all the consideration to be paid by Party A to Party Bs
as
per Article2.3 hereof (including the Equity Acquisition Price paid by Party
A to
Party Bs and consideration paid by Party A to Party Bs for purchasing Party
B1’s
Remaining Assets), which shall be neither higher than 10 times of the total
net
profit that Hengda Electric Motor and Party B1 generated in the last consecutive
12 months prior to March 31, 2008 (March 2008 included) nor than the evaluation
value of Hengda Electric Motor’s Assets and Party B1’s Remaining Assets
appraised by evaluation agent jointly ratified by Party A and Party
Bs.
“Closing
Date”
shall
mean the day on which Party A and Party Bs complete all the legal procedures
of
the transfer of Acquisition Equity (including but not limited to the
registration of share transfer of Hengda Electric Motor with the competent
Industrial and Commercial Bureau) under Article 2.4 hereof.
“Force
Majeure” shall
mean all events which are unforeseen, unavoidable or insurmountable, which
arise
after the Effective Date, which are reasonably outside the control of any
Party,
which prevent total or partial performance of the Agreement by any Party
and
which can not be cured by measures which might reasonably be taken in the
ordinary course of business by any Party. Such events shall include but not
limited to earthquakes, typhoons, fire, flood, war, epidemics, civil
disturbances, tsunami, lightning, and any other similar events.
4
“PRC
Laws and Regulations”
shall
mean PRC laws, regulations and rules which are officially promulgated,
published, publicly available and already implemented.
“PRC”
shall
mean the People’s Republic of China, which for the purposes of this Agreement
shall not include the territories of (a) the Hong Kong Special Administrative
Region, China, (b) the Macau Special Administrative Region, China, or (c)
Taiwan, China.
“RMB”
means
the lawful currency of the People’s Republic of China.
1.2.
|
Titles
and headings to sections herein are inserted for convenience of
reference
only, and are not intended to be a part of or to affect the meaning
or
interpretation of this Agreement.
|
ARTICLE
2 PURCHASE AND SALE OF ACQUISITION EQUITY, REMAINING EQUITY OF HENGDA ELECTRIC
MOTOR’S SUBSIDIARIES AND PARTY B1’S REMAINING ASSETS
2.1
|
At
the Closing Date, upon the terms and subject to the conditions
set forth
herein, Party Bs shall sell, transfer, convey, assign and deliver
to Party
A, and Party A shall purchase and acquire from Party Bs, all of
the
Acquisition Equity and Party B1’s Remaining Assets. Party B1 and Party B2
respectively give up the preemption right on shares of Hengda Electric
Motor for each other.
|
2.2
|
Party
B2 shall deliver to Hengda Electric Motor the Remaining Equity
of Hengda
Electric Motor’s Subsidiaries upon the terms and subject to the conditions
set forth herein.
|
2.3
|
Acquisition
Price
|
5
2.3.1
|
The
Acquisition Price shall be an amount equal to RMB Three hundred
and
seventy-five Million Yuan (RMB375,000,000).
|
2.3.2
|
The
RMB 5,000,000 paid by Party A to Party Bs as deposit under the
Term-sheet
of Acquisition Agreement shall be portion of the Equity Acquisition
Price
on July 10, 2008.
|
2.3.3
|
Party
Bs agrees that RMB 5,000,000, as part of the Equity Acquisition
Price,
shall be paid by Party A within 2 years after the completion of
all the
legal procedures including the registration of share transfer of
Hengda
Electric Motor with the competent Industrial and Commercial Bureau,
during
which if any losses suffered by Hengda Electric Motor and/or Party
A
caused by Party B with respect to the issues under Article 3.1.4
and
Article 3.1.5 of this agreement, Party A is entitled to deduct
appropriate
amount directly from the RMB 5,000,000
reserved.
|
2.3.4
|
Party
Bs mutually agree that Party A shall make the payment of the Acquisition
Price (excluding RMB five million under Article 2.3.2 hereof) to
the bank
account as set forth below within 15 working days after the effectiveness
of this Agreement:
|
AccountName:
The People’s Government of Zhangjiachan Town, Wendeng
Country
|
Account
Number: 000000000000000
|
Opening
Bank: Agricultural Bank, Wendeng Country Branch, East City
Office
|
2.4
|
The
delivery of Acquisition Equity contemplated by this Agreement shall
take
place at the Closing Date, on which (1) Party B1 and Party B2 shall
deliver to Party A all the documents and instruments with respect
to all
the Acquisition Equity required to be delivered by Party B1 and
Party B2
pursuant to this Agreement and any other document or instrument
reasonably
requested by Party A; and (2) the share registration procedures
on
transferring 100% shares of Hengda Electric Motor held by Party
B1 and
Party B2 to Party A shall be
completed.
|
6
2.5
|
The
delivery of Remaining Equity of Hengda Electric Motor’s Subsidiaries under
this Agreement shall also take place at the Closing Date at the
same time,
on which the share registration procedures on transferring Remaining
Equity of Hengda Electric Motor’s Subsidiaries held by Party B2 to Hengda
Electric Motor shall be completed.
|
2.6
|
Party
A, Party Bs and Hengda Electric Motor shall bear respectively all
and any
taxes imposed in relation to the transactions contemplated under
this
Agreement in accordance with the PRC Laws and
Regulations.
|
ARTICLE
3 REPRESENTATIONS AND WARRANTIE
3.1
|
Party
B1, Party B2 and Party B3, jointly and severally, hereby represent
and
warrant to Party A, as of the Closing Date as
follows:
|
3.1.1
|
As
of the Closing Date, (i) 100% shares of Hengda Electric Motor (ii)
the
Remaining Equity of Hengda Electric Motor’s Subsidiaries and
(iii) Party
B1’s Remaining Assets are each free and clear of any mortgages, liens,
claims, charges, pledges or other encumbrances of any nature
whatsoever.
|
3.1.2
|
Up
to and as of the transfer of shares of Hengda Electric Motor to
Party A by
Party B1 and Party B2, Hengda Electric Motor shall duly own or
hold the
assets, rights and interests including but not limited to:
|
3.1.2.1 |
The
right to use the assigned state-owned lands, as recorded in
No. Wenguoyong
[2005] 150009, No. Wenguoyong [2006] 150006, No. Wenguoyong
[2005] 150020,
No. Wenguoyong [2005] 150016, No. Wenguoyong [2005] 150017
certificates
for the use of state-owned land, and the above-ground buildings
located
thereon;
|
3.1.2.2 |
Registered
trademark with registration numbers as No. 623984 and No.
3224410.
|
7
3.1.3
|
After
the Closing Date, neither Party B1 or Party B2 nor any economic
organizations controlled by Party B1 or Party B2, directly or indirectly,
shall engage in any business which is same with or similar to and/or
in
competition with the business engaged by Hengda Electric Motor,
including
but not limited to the production and sale of electric motor, mold,
gear
reduction asynchronous electronic motor, speed control motor, hydraulic
coupler, electronic devices, fiber reinforced plastic product,
capacitor,
cable and wire.
|
3.1.4
|
After
the transfer of Acquisition Assets to Party A, Party Bs shall guarantee
Party A the completion of the procedure of obtaining the use right
of
assigned lands within the territory of Hengda Electric Motor, of
which
such procedure is still on-going.
|
3.1.5
|
Party
Bs shall be responsible to Party A for the debts, contingent debts
and any
claims or liabilities relating to Hengda Electric Motor, which
is not
disclosed in the formal acquisition agreement.
|
3.1.6
|
As
of the execution date set forth above in this Agreement, Party
Bs have
obtained all the permits, approvals and filings as required by
PRC Laws
and Regulations with respect to the sale of 100% shares of Hengda
Electric
Motor, with respect to the sale of the Remaining Equity of Hengda
Electric
Motor’s Subsidiaries and with respect to the sale of Party B1’s Remaining
Assets.
|
3.1.7
|
Hengda
Electric Motor (i) has been duly organized, is validly existing
and is in
good standing as a limited liability company under the PRC Laws
and
Regulations, and has been duly approved or registered (as applicable)
by
competent PRC governmental authorities, (ii) has all requisite
power and
authority to carry on its business and to own, lease and operate
its
properties and assets, (iii) has obtained and remained valid in
full force
permits and approvals by competent governmental authorities, which
are
presently required or necessary to own or lease, as the case may
be, and
to operate its properties.
|
8
3.1.8
|
The
shares of Hengda Electric Motor held by Party B1 and Party B2 constitute
all of the issued and outstanding shares of Hengda Electric Motor
and have
been duly authorized and are validly issued in accordance with
PRC Laws
and Regulations, are fully paid and were not issued in violation
of any
preemptive or other similar right.
|
3.1.9
|
All
of the shares of Hengda Electric Motor held by Party B1 and Party
B2 and
all of the Remaining Equity of Hengda Electric Motor’s Subsidiaries are
not subject to any rescission right or put right nor does any entity
or
person have the right to require Hengda Electric Motor to repurchase
such
shares.
|
3.1.10
|
Party
B1 and Party B2 have valid and full title to all of the shares
of Hengda
Electric Motor and Party B2 has valid and full title to all of
the
Remaining Equity of Hengda Electric Motor’s Subsidiaries.
|
3.1.11
|
Prior
to acquisition of Remaining Equity of Hengda Electric Motor’s Subsidiaries
from Party B2 by Hengda Electric Motor, except owning the 90.9%
equity of
Wendeng Xxxxx Chemical Products Limited Liability Company, the
95.6%
equity of Wendeng Wenbao Electric Motors Limited Liability Company,
the
90% equity of Wendeng Chengxin Electric Motors Limited Liability
Company
and the 90.9% equity of Wendeng Yongheng Electrical Instruments
Limited
Liability Company, Hengda Electric Motor has no Subsidiaries or
does not
own, directly or indirectly, any interest or investment in any
corporation, partnership, limited liability company, joint venture
or
trust.
|
3.1.12
|
Hengda
Electric Motor and Party Bs are and have been in compliance with
and is
not in default under any PRC Laws and Regulations applicable to
them or
any of their respective properties, assets or
businesses.
|
3.1.13 |
All
the documents and materials of Hengda Electric Motor and Party
Bs
delivered and to be delivered to Party A by Party Bs, including
but not
limited to meeting minutes, resolutions of shareholders meeting
and board
meeting, financial statements, account books and other documents
in
connection with Hengda Electric Motor and Party Bs, accurately
reflect in
all material respects of all corporate actions and other actions
taken by
such entity as well as fairly present in all material respects
the
financial position and the results of operations of Hengda Electric
Motor
as of the respective dates thereof and for the respective periods
then
ended.
|
9
3.1.14 |
To
the knowledge of Party Bs, there are no action, proceeding, claim,
suit,
demand, arbitration, opposition, challenge, hearing, notice of
violation
or deficiency or investigation, domestic or foreign, pending or,
threatened, that relate, directly or indirectly, to this Agreement
or that
apply, in whole or in part, to Hengda Electric Motor or Party Bs,
their
respective assets, properties or business or to the Remaining Equity
of
Hengda Electric Motor’s Subsidiaries or Party B1’s Remaining Assets.
|
3.1.15
|
To
the knowledge of Party Bs, there is no event that is reasonably
likely to
occur in the foreseeable future, which if it were to occur, could,
individually or in the aggregate, have a material adverse change
to Hengda
Electric Motor or Party B1 or its respective assets, properties
or
business or to the Remaining Equity of Hengda Electric Motor’s
Subsidiaries or Party B1’s Remaining
Assets.
|
3.1.16 |
Except
with the prior written consent of Party A, during the period
from the date
of this Agreement to the Closing Date, the businesses of Hengda
Electric
Motor and Party Bs shall be conducted in the ordinary course
of business;
Party Bs agree to cause Hengda Electric Motor and Party B1
to make all
commercially reasonable efforts consistent therewith to preserve
the
intactness of Hengda Electric Motor’s and Party B1’s material properties,
assets and business organizations. Except as otherwise specified
in this
Agreement, without the prior written consent of Party A, Party
Bs shall
cause Hengda Electric Motor and Party B1 not
to:
|
3.1.16.1 |
amend
any of its organizational documents such as articles of association;
|
3.1.16.2 |
liquidate,
dissolve, recapitalize or otherwise wind up its business;
|
10
3.1.16.3 |
make
any distribution or set aside any dividend, or make any other changes
in
the capital structure of Hengda Electric Motor and Party B1;
|
3.1.16.4 |
other
than in the ordinary course of business and consistent with past
practice,
sell, assign, pledge, dispose of, lease, license, guarantee or
encumber,
or authorize the sell, assign, pledge, dispose of, lease, license,
guarantee or encumber of, any amount of properties or assets of
Hengda
Electric Motor and Party B1;
|
3.1.16.5 |
incur
any indebtedness or issue any debt securities or assume or guarantee
the
obligations of any other entity in excess of RMB3,500,000 in single
or in
excess of RMB13,000,000 in the aggregate within six
months;
|
3.1.16.6 |
cancel
any third-party indebtedness owed to Hengda Electric Motor or Party
B1;
|
3.1.16.7 |
enter
into or renew, amend or extend any contracts, agreements or binding
documents involving the payment or consideration in excess of RMB2,000,000
in single or in excess of RMB10,000,000 in the aggregate within
six
months;
|
3.1.16.8 |
agree
in writing to take any of the foregoing actions.
|
3.1.17 |
Party
Bs shall and cause Hengda Electric Motor and Party B1 to provide
prompt
written notice to Party A of any change in any of the information
contained in the representations and warranties made by Party Bs
in
Article 3 and shall promptly furnish any information which Party
A may
reasonably request in relation to such change.
|
3.2
|
All
disclosure furnished by or on behalf of Party Bs to Party A regarding
to
the transactions contemplated under this Agreement, with respect
to the
representations and warranties made herein are true and do not
contain any
untrue or misleading statement of a material fact or omit to state
any
material fact.
|
3.3
|
Party
A represents and warrants to Party Bs as of the date hereof and
as of the
Closing Date as follows:
|
11
3.3.1
|
Party
A has been duly organized, validly exists and is in good standing
as a
limited liability company under the PRC Laws and
Regulations.
|
3.3.2
|
Party
A will pay Party Bs the Acquisition Price pursuant to the provisions
of
this Agreement.
|
3.4
|
Each
Party hereby represents and warrant to the other Parties as of
the Closing
Date as follows:
|
3.4.1
|
It
has all requisite corporate power and authority to execute and
perform its
obligations under this Agreement and to consummate the transactions
contemplated hereby.
|
3.4.2
|
This
Agreement constitutes a legal, valid and binding obligation of
it,
enforceable against it in accordance with its terms.
|
3.4.3
|
The
execution by it of this Agreement and the consummation by it of
the
transactions contemplated do not and shall not (i) violate, conflict
with
or result in the breach of any PRC Law and Regulations applicable
to it or
any of its properties or assets, or (ii) result in a breach of
or the
termination of any contract or agreement which it or its property
or
assets are bound.
|
3.4.4
|
Upon
the terms and subject to the conditions of this Agreement, each
of the
Parties shall use its reasonable best efforts to take all actions
to
consummate the transactions contemplated by this Agreement as promptly
as
practicable, including but not limited to the prompt preparation
and
filing of all forms, registrations and notices and use its reasonable
best
efforts as necessary to obtain any requisite approvals, consents
by any
governmental authority.
|
3.4.5
|
Each
Party shall promptly inform the other Parties of any communication
from
any governmental authority regarding any of the transactions contemplated
by this Agreement. If any Party receives a request for additional
information or documentary material from any such governmental
authority
with respect to the transactions contemplated by this Agreement,
then such
Party shall endeavor in good faith to make, or cause to be made,
as soon
as reasonably practicable and after consultation with the other
Parties,
an appropriate response.
|
12
ARTICLE
4 TERMINATION
4.1
|
This
Agreement may be terminated at any time prior to the Closing Date
in the
following way:
|
4.1.1
|
by
mutual written consent of Party A and Party
Bs;
|
4.1.2
|
by
Party A if:
|
4.1.2.1
|
a
governmental authority shall have issued an order, decree or ruling
or
taken any other action, in each case permanently restraining or
otherwise
prohibiting the transactions contemplated by this Agreement;
or
|
4.1.2.2
|
the
transaction contemplated in this Agreement shall have not been
consummated
on or before August 5, 2008; or
|
4.1.2.3
|
there
is a default or breach by any of Party Bs with respect to the due
and
timely performance of any of its obligations contained herein,
or if the
representations or warranties of any of Party B’s contained in this
Agreement shall have become inaccurate and has not been cured within
twenty (20) calendar days after written notice by Party A to such
breaching party; or
|
4.2
|
In
the event of the termination of this Agreement pursuant to Article
4
hereof, this Agreement shall forthwith become void and have no
effect.
Nothing contained in this Article shall relieve any party from
liability
for any breach of this
Agreement.
|
13
ARTICLE
5 SURVIVAL & INDEMNIFICATION
5.1
|
Subject
to the provisions of this Agreement, the representations and warranties
of
Party Bs in Article 3 shall survive the Closing Date and remain
in full
force and effect for the period of two (2) years after the Closing
Date.
|
5.2
|
Party
Bs agree to jointly and severally indemnify, defend and hold harmless
Party A and its successors and assignees from and against all losses
and
damages which any such party may actually incur or suffer as a
result of
or in connection with any inaccuracy in, or breach of, any representation
or warranty made by Party B1, Party B2 or Party B3 under this Agreement
or
the failure to perform any covenant or agreement set forth in this
Agreement to be performed by Party B1, Party B2 or Party
B3.
|
ARTICLE
6 FORCE MAJEURE
6.1
|
In
the event of occurrence of Force Majeure, the obligations of the
Parties
under this Agreement shall be suspended during the period of Force
Majeure, and the relevant performance period shall be automatically
extended by a time period which is equivalent to the actual duration
of
the Force Majeure.
|
6.2
|
The
Party claiming Force Majeure shall notify the other Parties in
writing
without delay, and within fifteen (15) days thereafter provide
detailed
information concerning, and documents evidencing, the occurrence
and
expected duration of the Force Majeure. The party claiming Force
Majeure
shall take reasonable actions to minimize the effects of the Force
Majeure.
|
6.3
|
In
the event of occurrence of Force Majeure, the Parties shall consult
with
each other without delay so as to work out an equitable resolution
and
shall use their best endeavours to minimize the effects of the
Force
Majeure.
|
ARTICLE
7 RESOLUTION OF DISPUTES
7.1 |
In
the event of any dispute, controversy or claim arising out
of or relating
to this Agreement, including, but not limited to, any questions
regarding
the breach, termination or invalidity hereof (a “Dispute”), the Parties
shall attempt in the first instance to resolve such Dispute
through
friendly consultations. Such consultations shall commence
promptly after a
party has advised the other Parties in writing of the existence
of a
Dispute.
|
14
7.2 |
If
the Dispute has not been resolved within thirty (30) days from
the date on
which one party first advised the other Parties in writing
of the
existence of a Dispute, any party may submit the Dispute to
the China
International Economic and Trade Arbitration Commission (“CIETAC”)÷
in
accordance with this Article for arbitration in Beijing in
accordance with
the CIETAC’s rules of arbitration then applicable.
|
7.3 |
The
arbitral award shall be final and binding upon the Parties.
Except for the
specific matters in dispute which are then currently being
arbitrated, the
Parties shall continue to perform their obligations under this
Agreement.
|
7.4 |
The
costs of arbitration shall be borne by the losing party, unless
otherwise
determined by the arbitration award.
|
ARTICLE
8 MISCELLANEOUS PROVISIONS
8.1 |
Waiver
|
No
failure or delay of any party to exercise a right under this Agreement shall
be
deemed a waiver of such right. The single or partial exercise of a right
shall
not prevent the exercise of the same right in the future.
8.2 |
Notices
|
All
notices and other communications required or permitted hereunder will be
in
writing and, unless otherwise provided in this Agreement, will be deemed
to have
been duly given when delivered in person or when dispatched by electronic
facsimile transfer (confirmed in writing by mail simultaneously dispatched)
or
two (2) working days after having been dispatched by courier to the appropriate
party at the address specified below:
15
If
to
Party A, to No.9 Ha Ping Xi Lu, Ha Ping Lu Xx Xxxxx Qu Xxxxxx Xxx Fa Qu,
Harbin,
China 150060
Attention:
Xxxxxx Xxxx
If
to
Party B1, to Xx. 00 Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx,
Xxxxx 264407
Attention:
Xxxxxxx Xxx
If
to
Party B2, to Xx. 00 Xxxxxxxxxxxx Xxxx Xxxx, Xxxxxxx Xxxxxxx, Xxxxxxxx Xxxxxxxx,
Xxxxx 264407
Attention:
Xxxxxxx Xxx
If
to
Party B3, to The People’s Government of Xxxxxxxxxxxx Xxxx, 0 Xxxxxxxxxx from the
North of the New City of Wendeng Country, Shangdong Province, China
264407
Attention:
Xxxxxxxx Xxxx
or
to
such other address or addresses as any such party may from time to time
designate as to itself by like notice.
8.3 |
Assignment
|
No
party
shall assign any of its rights or obligations hereunder to any third party
without the prior written consent of the other Parties.
8.4 |
Invalidity
|
The
invalidity of a provision of this Agreement shall not affect the validity
of any
other provision of this Agreement.
8.5 |
Language
and Execution in Counterparts
|
16
This
Agreement is made in Chinese in quintuplicate originals with equal weight,
and
each Party shall keep one original.
8.6 |
Entire
Agreement
|
This
Agreement represents the entire agreement between the Parties with respect
to
the subject matter contained herein and supersedes all prior discussions,
negotiations and agreement between the Parties.
8.7 |
Amendments
|
This
Agreement may be changed, amended or modified only by means of written agreement
executed by the duly authorized representatives of the Parties or their
permitted successors or assignees.
8.8 |
Applicable
Law
|
The
conclusion, validity, interpretation, implementation of this Agreement and
the
resolution of disputes hereunder, shall be governed by PRC Laws and Regulations.
8.9
|
Effectiveness
|
This
Agreement shall take effect when it is executed by the Parties.
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
17
IN
WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
by
their respective duly authorized representative on the date first set forth
above.
Party
A: Harbin Tech Full Electric Co. Ltd.
Legal
representative/Authorized representative:
Party
B1: Wendeng Second Electric Motor Factory
Legal
representative/Authorized representative:
Party
B2: The Committee of Labor Union of Wendeng Second Electric Motor
Factory
Legal
representative/Authorized representative:
Party
B3: The People’s Government of Zhangjiachan Town, Wendeng
County
Authorized
representative:
18