English Translation] Management Agreement
[English
Translation]
Party
A: Beijing Xiangjia Concrete Co., Ltd
Party
B: Beijing Xin’ao Concrete Co., Ltd
According
to the Contract Law of P.R. China, on the principle of mutual benefit, through
both parties’ friendly negotiation, Party A entrust Party B manage Plant. Both
parties agree:
1.
Plant name, asset and period of entrustment
i.
Party
A will entrust management and administration rights of “Xiangjia plant” (the
Plant) , located at Yamenkou West, Shijingshan District, to Party B from January
1st
2008 to
December 31st,
2010.
ii.
The
asset of Plant includes: one unit of 2 cubic metres and 1.5 cubic metres mixer
of concrete respectively, one forklift, one 2 tons fuel steam boiler, one 315KW
transformer, a well, 24 acre of land, one lab equipment, a few rooms for living
and production, a few of air conditioner, some office stationary.
iii.
Both
parties should count all the asset of the plant and sign the written
transferring form before the agreement comes into force (see Property
transferring details form)
2.
Party
B should pay RMB 1.1 million to Party A for 2008 and RMB 2.45 million for later
years. The charge includes asset expenses and rent. Party B should pay the
charge divided by 3 times which is 40% of the total charge paid at January
10th,
25% at
August 10th
and 35%
at October 10th
separately.
If
Party
B pays the total charge of the whole year, Party A should give 3% discount.
If
the payment is delayed, the surcharge will be counted as 0.5% of the charge
monthly.
3.
Tax payment
Party
B
should pay the tax, electricity and water xxxx and pollutant discharge fees
according to the national regulation and received Party A’s supervision. Party B
should take the responsibility of any punishment or economic loss caused by
Party B.
4.
Rights and Obligations
i.
Party
A’s right and obligations
a.
Party
A has the right to supervise Party B’s management activities which is under the
name of Party A including product quality, technical data, sales contract and
seals and stamps. Party A has the right to stop the acts which infringe the
law.
b.
Party
A has the right to supervise Party B to make tax and other payments regulated
by
the government and law.
c.
Party
A should provide the asset to Party B as scheduled and guarantee the asset
secure. Party A should take the responsibility of the punishment from government
caused by equipment or short of approval documents.
d.
Party
A should be in charge of coordinating the relationship with government and
landlord to guarantee regular plant operation.
e.
Party
A should provide seals and stamps and other certification.
f.
Party
A should be responsible of building coal oil steam boiler and diesel oil steam
boiler in accordance with environment and safe requirement.
g.
Party
A should undertake its own obligations.
2.
Party
B’s Rights and Obligation
i.
Party
B has the right to use and assign the property by lease. On the precondition
of
Party A’s consent, Party B has the right to update technology to improve
production. The expense is on Party B’s account.
ii.
If
Party A’s qualification can not meet client’s request, Party B has the right to
make the sales contract with that client by its own name and pay the tax. Party
A has no right to intervene.
iii.
Party B should obey the law and regulations and maintain Party A’s reputation.
Party B should receive the supervision on equipment use, technical quality
and
sales contract.
vi.
According to the agreement, Party B should make the payment as scheduled.
v.
Party
B
should maintain all the equipment well and pay maintenance costs.
vi.
Party
B should take the loss and responsibility caused by its fault.
vii.
Party B should pay the expense which is used for dealing with
relationship.
viii.
Party B should undertake its own obligations.
5.
Creditor’s right and debt.
i.
Party
A should settle down all the rights and debts which happen before the agreement
coming into force. Party B should continue to fulfill the contract and has
the
creditor’s right.
ii.
Party
B should buy the equipment and raw material by its name and take the debt after
the agreement coming into force.
iii.
Within the 3 days after the agreement coming into force, a stock-taking should
be acted. Party B should pay the cost of material and spare parts left by Party
A after both sides have the agreement in writing.
vi.
During the period of agreement, Party B should take the rights and debts
regardless Party B with which party’s name. In the Party B implement the
merchandise contract that the Party A signs at first, if business dispute
happen, the Party A needs to help the Party B to solve.
6.
Other agreements
i.
Party
B can not sell or mortgage the assets of the plants which are managed under
entrustment with any reasons. The needs of sublet when necessary should be
with
the agreement of Party A.
ii.
During the entrustment management time, Party B cannot take the away the things
that are undivided from the machine rebuilt by dismemberment which belong to
Party A; while Party B can take the main body of the machine or removal machine
by suit.
iii.
In
strengthening the management, Party A will send two workers to stay in the
plant, and Party B need to provide the working conditions. The two Parties
will
discus if Party B would like to keep part of the original workers of the plant.
vi.
Party
A will return the left fees to Party B while Party B returns the asserts under
entrustment management if the agreement is stopped by unpredictable reasons
or
negotiated by both parties.
7.
Breach of the contract and termination conditions
i.
During
the entrustment management time, the contract will automatically terminate
with
no breach responsibilities of both parties when it comes to any of the
situations blow: wars, convulsion, earthquake and other force
majeure; land
compulsory expropriation of government; the market seriously shrinks so that
two
parties can not control.
ii.
Any
of the parties who can not reach the contract agreement will be considered
as
breach of the contract and take the breach responsibilities. The party who
has
kept the contract has the right to ask the breach party to pay for the penalty
and the loss till the termination of the contract.
a.
Party
B can not pay the fee on time or can not pay on the delayed time by negotiation.
b.
Party
B manages illegally or buys materials in name of Party A, transfers the debit
and does other activities which bring serious affection to the fame or benefit
of Party A.
c.
Party
B can not manage because that the third party asks for the rights for the asset
under entrustment caused by the faults of Party A.
d.
Party
A interrupts the daily management of Party B out of rights of the agreement;
or
Party B is forced to stop producing and suffered serious loss by the troubles
caused by Party A.
8.
Dispute resolution.
During
the period of entrusting management, if occurrence controversy, both parties
are
in the light of a friendly consultation to solve problem, negotiating not to
become, can initiate public prosecution toward the court of the
people.
9.
Parties hereto may revise or supplement through negotiation matters not
mentioned herein. Have equal legal effect also.
10.
This agreement is signed by both parties to take into effect. This agreement
is
made quadruplicate. Both parties are each to hold two.
Attachment:
Xiangjia
asset transferring detail form
Land lease contract
1 copy
Party
A:
Beijing
Xiangjia Concrete Co., Ltd
Legal
Representative:
Address:
Contact:
Party
B:
Beijing
Xin’ao Concrete Co., Ltd
Legal
Representative:
Address:
Contact:
