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
as amended from time to time Listing stock exchange Long Stop Date MOFCOM Ministry of Commerce of the PRC and/or any of its local branches Original Examination and Approval Authority Original Holder Pre-contractual Statement Prescribed Value the official currency of the PRC SAIC State Administration of Industry and Commerce of the PRC and/or its local branches Shareholder Loan Shareholder Loan Contract Shareholders the benefit of this contract is extended to Specified Equity Interest Subscribed Equity Interest Target Company Ultimate Parent (if any) for the purposes of this definition Working Hours Interpretation In construing this contract, unless otherwise specified: references to clauses and schedules gender shall be construed so as to include
headings and titles are for convenience only
action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing general words shall have the same force and effect expressly set out in the body of this contract Provisions not affected by conditionality governmental, statutory or regulatory body satisfaction of Conditions shall use best endeavours Non-satisfaction of Conditions comes to the notice in all respects automatically terminate For the avoidance of doubt all rights and liabilities of the parties which have accrued before such termination shall continue to exist Joint Venture Parties The parties to this contract are: Legal address Authorised representative Title Nationality Name and address of the Company The name of the Company in English shall be The name of the Company in Chinese shall be The legal address of the Company shall be [l] Floor, [l] Building Nature of the Company with the status of a legal person Limited liability organisation form limited liability company act or omission a material breach of any provisions of this contract wilful misconduct Profits and Losses in proportion to General Except to the extent that strengthen economic cooperation manufacture and assemble to the specificaபைடு நூலகம்ions required by specific customers contributions to the registered capital of the Company prior unanimous approval
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
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
any individual, firm, company, government, state or agency of a state, local or municipal authority or government body or any joint venture, association or partnership re-enacted including within the phrase “Business Day” shall be deemed to equivalent amount Chinese Standard Time indemnifying and keeping him harmless on an after tax basis all actions, claims and proceedings loss,damage, payments, costs or expenses amended, varied, novated or supplemented other than in breach of the provisions of this contract
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
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