Exhibit 10.2
CONTRACT OF RUILI GROUP
RUIAN AUTO PARTS CO., LTD
RUILI GROUP RUIAN AUTO PARTS
CO., LTD.
Contract of the Joint
Venture (Revision)
CONTRACT OF RUILI GROUP
RUIAN AUTO PARTS CO., LTD
Article
1
General
Provisions
1.1 This contract is made and entered into on the
basis of equality and mutual benefit, through friendly
consultations, by and between RUILI GROUP CO., LTD. and
FAIRFORD HOLDINGS LIMITED , who agree to jointly
set up and run a JOINT VENTURE in Wenzhou city, Zhejiang province
in China under the Act of Sino-foreign Joint Ventures of the
People’s Republic of China, its implementation statutes, the
other related laws and regulations made by the People’s
Republic of China as well as the stipulations in this contract.
Alteration so made in the articles, which originally contained in
this contract, is subject to additional capital contributed from
each party.
Article
2
The Two Parties of the
Contract
2.1 The parties of this contract are as
follows:
(1) RUILI GROUP CO., LTD. (hereinafter referred as
party A), a corporation registered in Wenzhou city, China, with its
legal address as: 1169Yumeng Road, the Economy Development Zone,
Ruian city
Legal
representative: ZHANG Xiaoping
(2)
FAIRFORD HOLDINGS
LIMITED (hereinafter
referred as party B ), a company registered in Hong Kong. The legal
address is: 12 Zhong huan xia que road, Hong Kong Special
Administration District
Legal
representative: Zhang Ronggang
Nationality:
Taiwan China
Article
3
Definition
Otherwise stipulated, the words and phrases used
in the contract have the meanings as follows:
“Related company” refers to any
company controlled by any party directly or indirectly, controlled
together with any other party by or control any party; the word
“control” means possession of stock or registered
capital allowing the right to vote by over 50%.
“Article of Associations” refers to
the constitution of joint ventures subscribed by both parties in
this contract and authorized by the examining and approving
institution.
“The Board of Directors” shall mean
the directorate of the joint ventures.
“Business License” shall mean the
business license of joint ventures issued by the State
Administrative department for Industry and Commerce or authorized
local Administration department Industry and Commerce.
“Contract Duration” refers to the
contract term stated in Article 20.
“Effective Date” shall mean the date
on which the contract and the article of associations becomes
effective, viz. the date of approval by the examining and approving
authorities.
“Examining and approving
Authorities” shall mean the government authorities that are
entitled with the right to examine and approve the contract
according to the stipulations on the examination of overseas
invested projects.
“Force Majeure” refers to all the
contingencies which happened after the subscription of the contract
and can not be anticipated at the moment, the occurrence and
aftermath of which can not be avoided or conquered, and which
hinder the full or partial performance of the contract. The above
mentioned contingencies include earthquake, typhoon, flood, wars,
international or domestic conveyance breakdown, act of government
or public institutions, epidemic, civil commotions, strike as well
as other contingencies generally considered force majeure by the
international business conventions.
“Joint Ventures Company” shall mean
the Sino-foreign joint ventures established according to the
stipulations in the contract.
“Joint Ventures Product” shall mean
the products made in the ranges stated in the Article5.2
“Joint Ventures Regulations” refers
to The Implementation Regulations of Sino-foreign Joint Ventures
Law of People’s Republic of China.
“Labor Law” refers to The Labor Law
of People’s Republic of China as well as relevant laws and
regulations of China.
“Administrative Staff (executives)”
refers to the general manager of the joint ventures, as well as
other administrative staff who report directly to the general
manager.
“A Party” refers to any party stated
in Article2.1 in this contract.
“The Third Party” refers to any
natural man, legal person, other organization or entity other than
the two parties of this contract.
“The Three Funds” refers to the
reserve funds, development funds, employee bonus and welfare funds
of the joint ventures stipulated in the joint venture
regulations.
Article
4
The Foundation of the
Joint Ventures Company
4.1 Both parties agree to establish a joint venture
in Wenzhou city, Zhejiang province, China according to the laws and
regulations of China as well as the stipulations in this contract.
Upon the subscription of this contract by both parties, party A
shall transact promptly Feasibility Study of the joint venture, the
examination procedures of the contract and its constitutions as
well as the registration procedures of the joint venture. Party B
shall cooperate with party A and provide the documents and
information that are requested.
4.2 The Chinese name of the joint venture is
