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 AS 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
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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 purpo of IT IS AGREED as follows
In this contract:
Accounting Period
Acquiring Company
clau
Change of Control
Affiliate
body corporate
issued equity interest
share capital
voting rights
Agreed Form
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Ancillary Agreements
Articles of Association
t out in
are amended or replaced
in accordance with
Associated Person
officers, employees, agents
any member of its Group
any subcontractor
performs rvices 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 ttlement 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 conducte 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 curity 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如何取网名
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
别出新裁
the official currency of the PRC
SAIC
State Administration of Industry and Commerce of the PRC and/or its local bra 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 purpos of this definition
Working Hours
Interpretation
In construing this contract, unless otherwi specified:
references to claus and schedules
gender
shall be construed so as to include
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 phra “Business Day”
shall be deemed to
equivalent amount
Chine Standard Time
indemnifying and keeping him harmless
on an after tax basis
all actions, claims and proceedings
loss,damage, payments, costs or expens
amended, varied, novated or supplemented
other than in breach of the provisions of this contract
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 t out in the body of this contract
Provisions not affected by conditionality
governmental, statutory or regulatory body
satisfaction of Conditions
shall u 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
Authorid reprentative
Title
Nationality
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Name and address of the Company
The name of the Company in English shall be
The name of the Company in Chine 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 Loss
in proportion to
General
Except to the extent that
strengthen economic cooperation
manufacture and asmble
to the specifications required by specific customers
contributions to the registered capital of the Company
prior unanimous approval
shortfall
pledge, charge, mortgage, lien or other curity interest or encumbrance
Verification of capital contributions
accounting firm
as agreed between and appointed by
capital contribution verification report
investment certificatescf技巧
promptly inform
Further funding
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Unanimous Board approval
wind up or liquidate
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repayment of capital or asts
introduction or discontinuance
the establishment of any business, subsidiary or branch; the terms of the quotations
entering into, variation or termination
ordinary scope
commencement or ttlement
including related costs
indebtedness
on normal commercial terms
early repayment
creation or redemption
entering into or variation of any transaction
shall not imply or be deemed to be
Circulation of memoranda
Referral to
u all reasonable endeavours to resolve it
Voluntary non-binding mediation
be borne equally by
shall have failed to resolve the disagreement
Highest authority
Composition of the Board
exercis its option
Appointment and removal
vacancy
Alternate directors
给女朋友讲故事哄睡觉Indemnity
exerci his responsibilities
casting vote
Frequency and location
Convening Board meetings
Notice of Board meetings
Wherever practicable
be accompanied by an agenda
shall not affect the validity of
