ENGLISH

SINO-FOREIGN EQUITY JOINT VENTURE CONTRACT

relating to

DEFINITIONS AND INTERPRETATION

CONDITIONALITY

ESTABLISHMENT OF THE COMPANY

PURPOSE AND BUSINESS OF THE COMPANY

TOTAL INVESTMENT

REGISTERED CAPITAL

RESERVED MATTERS

DEADLOCK RESOLUTION

BOARD OF DIRECTORS

PROCEEDINGS OF THE BOARD

MANAGEMENT

SUPERVISORS

LABOUR MANAGEMENT

ACCESS TO INFORMATION AND ACCOUNTS

BUSINESS PLANS

SALES OF PRODUCTS

PURCHASE OF RAW MATERIALS

TAX, FINANCIALS AND ACCOUNTING

DIVIDEND POLICY

INSURANCE

OPERATION OF BANK ACCOUNTS

RESTRICTIONS ON DEALING WITH EQUITY INTEREST

PERMITTED TRANSFERS

TRANSFER OF EQUITY INTEREST ON DEFAULT

POST-LISTING CHANGE OF CONTROL

COMPLETION OF EQUITY INTEREST TRANSFERS

CONSENT TO TRANSFER FOR THE PURPOSES OF THE ARTICLES OF ASSOCIATION

EFFECT OF DEED OF ADHERENCE

SHAREHOLDER UNDERTAKINGS

UNDERTAKINGS BY THE COMPANY

PROTECTIVE COVENANTS

CONFIDENTIALITY

ANNOUNCEMENTS

TERMINATION

WINDING-UP

LANGUAGE

ASSIGNMENT

ENTIRE AGREEMENT

NOTICES

REMEDIES AND WAIVERS

NO PARTNERSHIP

COSTS AND EXPENSES

COUNTERPARTS

CHOICE OF GOVERNING LAW

ARBITRATION AGREEMENT

schedule

Articles of Association

Services Agreement

Trade Mark Licence Agreement

Know-How Licence Agreement

Personal Undertakings

Shareholder Loan Contract

Code of Business Conduct

Parent Company Guarantee

Foreign Shareholder Opinion

First Shareholder

Second Shareholder

WHEREAS

high pressure diesel common rails

On the basis of the principles of equality and mutual benefit after friendly negotiations

implementing rules

other relevant laws and regulations of the PRC

have agreed to enter into this contract for the purpose of

IT IS AGREED as follows

In this contract:

Accounting Period

Acquiring Company

clause

Change of Control

Affiliate

body corporate

issued equity interest

share capital

voting rights

Agreed Form

Ancillary Agreements

Articles of Association

set out in

are amended or replaced

in accordance with

Associated Person

officers, employees, agents

any member of its Group

any subcontractor

performs services for or on behalf of

board of directors of the Company from time to time

Business

as so altered

Business Day

other than a Saturday or Sunday

other than solely for trading and settlement in euro

on which banks are open for business

Chairman

has the meaning in

bribery and corruption policy

to the extent permitted by PRC laws applicable to the Company

total equity interest of the relevant company

and/or

individually or collectively

to ensure that the activities and business of the relevant company are conducted in accordance with their wishes

Deadlock Memoranda

Deadlock Notice

Deadlock Option Notice

Defaulting Shareholder

Default Notice

Disposal

in relation to an Equity Interest includes, without limitation

sale, assignment or transfer

creating or permitting to subsist

any pledge, charge, mortgage, lien or other security interest or encumbrance creating any trust or conferring any interest

any agreement, arrangement or understanding

the right to receive dividends

renunciation or assignment

subscribe or receive

Equity Interest

any agreement to do any of the above

is conditional on compliance with the terms of this contract

by operation of law

pursuant to PRC law

including all rights and benefits

Event of Default

General Manager

vice-General Manager

wholly-owned subsidiary

at the relevant time

including, without limitation

Group Transferee