Attached files
| file | filename |
|---|---|
| 8-K - Wonder Auto Technology, Inc | v190474_8k.htm |
| EX-10.5 - Wonder Auto Technology, Inc | v190474_ex10-5.htm |
| EX-10.3 - Wonder Auto Technology, Inc | v190474_ex10-3.htm |
| EX-10.2 - Wonder Auto Technology, Inc | v190474_ex10-2.htm |
| EX-10.1 - Wonder Auto Technology, Inc | v190474_ex10-1.htm |
Exhibit
10.4
Date:
July 10, 2010
__________________________
English
Summary of Supply Agreement
__________________________
Between
Beijing
Jinheng Great Idea Auto Electronic System Co., Ltd.
(as
Supplier)
And
Jinzhou
Jinheng Automobile Safety System Co., Ltd.
(as
Buyer)
Contents
|
No.
|
Clause
|
|
|
1.
|
Definition
|
|
|
2.
|
Pre-conditions
|
|
|
3.
|
Supply
|
|
|
4.
|
Price
and payment terms
|
|
|
5.
|
Delivery
and acceptance
|
|
|
6.
|
Notice
and delivery
|
|
|
7.
|
Effective,
validity, termination and covenant
|
|
|
8.
|
Force
majeure
|
|
|
9.
|
Default
|
|
|
10.
|
Agreement
characteristic
|
|
|
11.
|
Dispute
settlement
|
Execution
_____________________________________________________
This
supply agreement was singed on July 10, 2010 between by:
|
(1)
|
Beijing
Jinheng Great Idea Auto Electronic System Co., Ltd. (and / or its
affiliated companies,
hereinafter referred as “Supplier”) , a corporation duly formed under the
laws of People Relisting of China, with its registered place at 38-2, No.2
Jingyuan North Street, Eco. & Tech. Development Zone, Beijing,
China.
|
|
(2)
|
Jinzhou
Jinheng Automobile Safety System Co., Ltd. (and / or its affiliated
companies,
hereinafter referred as “Buyer”) , a corporation duly formed under the
laws of People Relisting of China, with its registered place at No.16,
Block 4, Bohai Street, Eco. & Tech. Development Zone, Jinzhou City,
Liaoning Province, China.
|
Whereas,
|
1.
|
The
Supplier is mainly engaged in R&D, designing, manufacturing and
selling of Auto electronic facilities and suppling service in Auto
electronic control technologies.
|
|
2.
|
The
Buyer is mainly engaged in designing, manufacturing and selling of Auto
air bag system and safety belt
system.
|
|
3.
|
The
Supplier is willing to supply (including manufacturing and / or selling),
in accordance with the items in this agreement, auto electronic parts to
Buyer. Buyer is also willing to buy related goods from
Supplier.
|
Now,
therefore, both parties, on the base of mutual benefit, it is hereby
agreed:
|
1.
|
Definition
|
Unless
otherwise specified in writing by the Parties, the following terms in this
Agreement shall be interpreted to have the following meanings:
|
1.1
|
“China”, the
People’s Relisting of China excluding Hong Kong, Macau
and
Taiwan for the purpose of this
agreement.
|
|
1.2
|
“Force
majeure”, Nature disasters like earthquake, typhoon, floods, or other
severe
weather, etc. or objective conditions like fire, social chaos, war, strike
that could not be forecasted or
avoided.
|
|
1.3
|
“Independent
shareholder”, for the purpose of approving the Disposal, Shareholders
other than the Purchaser and its associate, including but not limited to
the Controlling
Shareholder;.
|
|
1.4
|
“Effective
Term”, Effective period described in clause
7.
|
|
1.5
|
“Goods”, products
that Supplier and Buyer agree to supply and
purchase.
|
|
1.6
|
“HK Ex”, means Hong
Kong Exchanges and Clearing
Limited.
|
|
1.7
|
“Listing
rules”, the Rules Governing the Listing of Securities on the
Hong Kong
Stock Exchange.
|
|
1.8
|
“Affiliates”,
defined as Chapter 1 of listing
rules.
|
|
1.9
|
“Business
day”, days in Chinese Solar calendar excluding legal
holidays.
|
|
1.10
|
“HK
dollar”, legal currency used in Hong Kong Special
Administrative Region.
|
|
1.11
|
“Equity
transfer Agreement”, signed by the Listing Company as the
seller, and
Vital Glee Development Limited as the Buyer, and Vital Glee Development
Limited hereby consents to acquire and the Listing Company consens to sell
all the outstanding shares issued by Jinheng
BVI..
|
|
2.
|
Pre-conditions
|
|
2.1
|
This
agreement will come into effect upon following pre-requsites being
satisfied,
|
|
|
(i)
|
the
passing by the Independent Shareholders at the EGM of the necessary
resolution to approve by the independent shareholders of Jinheng
Automotive Safety Technology Holdings Limted (listing company)
;
|
|
|
(ii)
|
All
the pre-requisite to the Equity Transfer Agreement should be satisfied;
and
|
|
|
(iii)
|
consents
and authorizations necessarily required to be obtained in respect of the
supply agreement and the transactions contemplated thereunder having been
obtained.
|
|
2.2
|
Both
parties should try their best to meet the pre-requsites described in
Article 2.1, especially provide all information and documents required by
the laws, regulations, rules to the Supplier, HKEx and other regulation
agencies.
|
|
2.3
|
The
agreement will be terminated if the pre-requsites prescribed in the 7(a)
upon or before December 31, 2010, excluding the breach before the
termination. Parties should not undertake the responsibilites and
obligations.
|
|
3.
|
Supply
|
|
3.1
|
Buy
should purchase the goods under the order of the agreement during the
term, in accordance with the items and conditions prescribed in the
agreement.
|
|
3.2
|
Supplier
shall manufacture and sell the goods under the order of the agreement
during the term in accordance with the items and conditions prescribed in
the agreement.
|
|
4.
|
Price and
Payments
|
|
4.1
|
Otherwise
a new supply agreement signed, the price should be set under the fair
value each month.
|
|
4.2
|
Supplier
should release invoice for the goods they submit to Buyer and Buyer should
pay for it in 30 days starting from the invoice
date.
|
|
4.3
|
From
the effective date of this agreement to December 31, 2010 and the year of
2011 and 2012, the total annual amount that Buyer should purchase from
Supplier should not exceed RMB50 million, RMB70 million and RMB90
million.
|
|
5.
|
Delivery and
acceptance
|
|
5.1
|
Supplier
should try to comply with delivery date prescribed in the detailed
agreement, and Buyer reserve the right to pursue legal actions against the
Supplier except the item 8 below.
|
|
5.2
|
Delivery
destination given in written form to the Supplier will be nominated by the
Buyer. All freights specified in this agreement are imposed upon the Buyer
to avoid dispute.
|
|
5.3
|
If
any unconformity with the order was found by the Buyer, notification
should be given by the Buyer to explain the reason of being unconformity
upon arriving at the destination
place.
|
|
5.4
|
If
notification was no given stated as above, the goods will be understood as
qualified in every respect, the Buyer will be understood to accept the
delivery of goods, and no legal repesponsibilites will be impose upon the
Supplier.
|
|
5.5
|
All
risks and liabilities will be transferred to Buyer when goods arrived in
delivery destination,
|
|
6.
|
Notice and
Delivery
|
|
6.1
|
All
notices or other materials released from one party to another under the
requirements of the agreement can be sent to the other side by fax or
post. The address and fax number are as
follows:
|
To the
Supplier:
Beijing
Jinheng Greatidea Auto Electronical System Co., Ltd.
Address:
38-2, No.2 Jingyuan North Street, Eco. & Tech. Development Zone, Beijing,
China
Fax:
010-67856562
To the
Buyer:
Jinzhou
Jinheng Automobile Safety System Co., Ltd.
Address:
No.16, Section 4, Bohai Street, Eco. & Tech. Development Zone, Jinzhou,
Liaoning, China
Fax:
0416-3585717
|
6.2
|
The
materials sent by post will be regarded as received seven days after
posting if the mail were not rejected to the
Supplier.
|
|
6.3
|
The
materials sent by fax will be regarded as received on the same day if the
sender received confirmation.
|
|
7.
|
Effective, Term,
Termination and Covenant
|
|
7.1
|
This
agreement will come into effect from the date of pre-requsites being
satisfied to December 31, 2012 under the requirement of the Article
2.
|
|
7.2
|
During
the term, Supplier should terminate agreement in written form under the
condition of no approval of Supplier, their listing company or shareholder
of listing company. This agreement will be terminated on the day of Buyer
receiving Supplier’s notice.
|
|
7.3
|
Under
the condition of no influence of Article 7.2, during the term, one party
breaks agreement term continually and badly, and no supplement in 30 days,
the other party has right to terminate this agreement in written
form.
|
|
7.4
|
During
the validity, the agreement will terminate in any below
conditions:
|
|
|
（i）
|
One
party is announced bankrupt;
|
|
|
（ii）
|
One
party is liquidation (excluding the purpose of merger,
restructuring);
|
|
|
（iii）
|
One
party stops operation or will stop
operation.
|
|
7.5
|
Failure,
delay of the payee to exercise any right or any partial right under this
regulation shall not operate as a waiver
thereof.
|
|
7.6
|
The
termination right in Article 7.3 is no influence of disobeyed side’
recognized right
or right to compensation (if
applicable).
|
|
7.7
|
Both
parties commit that permit the auditors of the listing company to audit
the accounts of agreement deals, to release report on the transaction
under the agreement..
|
|
8.
|
Force
majeure
|
|
8.1
|
The
force majeure side can exempt responsibility of default, and inform the
other side in official certificate
form.
|
|
9.
|
Default
|
|
9.1
|
Compensation
should be made by the default party to the other for the exonomic losses
incurred.
|
|
9.2
|
Penalty
should be paid by default party to the other for the breach of the
agreement under the laws and
regulations.
|
|
10.
|
Nature of
Agreement
|
|
10.1
|
It
is agreed that Buyer has right to request Supplier to supply goods as they
required; Suppler have right to share and performance its right and
responsibility with their nominated
company.
|
|
10.2
|
No
partenership between the Buyer and the Supplier will be formed by this
agreement.
|
|
10.3
|
This
agreement includes all the terms between Supplier and Buyer, supersedes
former agreements. Otherwise authorize in written form by two parties, it
can not be revised.
|
|
10.4
|
Both
parties conform that, both parties have no other promise or terms except
articles required by the agreement.
|
|
10.5
|
If
any term in this agreement is identified by any Court or other official
agency as invalidity or partial invalidity, and other terms are valid to
effect
|
|
11.
|
Dispute
Settlement
|
|
11.1
|
This
agreement is governed and construted under the laws of People Republic of
China.
|
|
11.2
|
Both
parties should settle the dispute on the basis of friendly discussion. Any
party can litigate to presidial People’ Court if no settlement can be
made.
|
This
agreement may be excuted by parties hereto in quadruplicate, and come into
effect by signiture of the authorized representatives and seal of the
parties.
[signature
page follows]
The
Supplier:
Beijing
Jinheng Great Idea Auto Electronic System Co., Ltd.
Signature:
/s/ CORPORATE SEAL
The
Buyer:
Jinzhou
Jinheng Automobile Safety System Co., Ltd.
Signature:
/s/ CORPORATE SEAL
[Remarks]
This document is the translation from original in Chinese, and all contents are
subject to the original version with signatures.