FRAMEWORK AGREEMENT
THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu
Province, P. R. C. on the 5th day of January, 2007 by and between:
Party A: Wuxi Seamless Oil Pipes Company Limited
Address: Xx. 00, Xxxxxxxx Xxxx, New and Hi-tech Industry Development Zone, Wuxi
Postal code: 214028
Telephone: 0000-0000000-0000
Fax: 0000-0000000
Party B: Wuxi Quanhua Material Co., Ltd.
Address:
Postal code:
Telephone:
Fax:
Whereas:
1. Party B is a company engaged in the transportation of goods and has
obtained the relevant qualifications to handle such business and intends
to provide Party A with the transportation of goods (hereinafter referred
to as the "Transportation Services");
2. Party A intends to receive the Transportation Services provided by Party
B.
NOW, THEREFORE, in accordance with the Contract Law of the People's Republic of
China, after friendly consultation in all aspects, the Parties hereby agree on
the Transportation Services as follows:
ARTICLE 1 PROVISION OF TRANSPORTATION SERVICES
During the effectiveness period of this Agreement, Party B agrees to provide
Party A with the transportation of goods and Party A agrees to receive such
Transportation Services from Party B.
ARTICLE 2 ORDERS FOR GOODS TRANSPORTATION
In executing transportation orders, both Parties shall from time to time reach
an agreement about the price and scope of transportation services through
friendly consultation.
The transportation orders shall not be unilaterally modified or cancelled. In
case either Party needs to modify or cancel orders due to changes in the
situation, such Party shall notify the other Party of such modification or
cancellation 10 days prior to the agreed
shipment date and the modification or cancellation shall be valid only after
confirmation by the other Party.
ARTICLE 3 FREIGHT
For the freight of transportation services under this agreement, both parties
shall negotiate and determine a fair price on the basis of the general
commercial terms and similar market prices that Party A offers to independent
third parties. In case there are no similar transactions to act as a reference
to gauge the general commercial conditions, the freight shall not be less than
the basic price that an independent third party in the market would charge for
similar services.
ARTICLE 4 MAXIMUM FREIGHT
On the basis of the freight paid by Party A and considering the market
situation, both Parties forecast that, within the three financial years ending
December 31, 2009, the annual maximum freight that Party A pays to Party B shall
be XXX 00,000,000, XXX 25,000,000 and RMB 30,000,000.
ARTICLE 5 PAYMENT TERMS
Party A shall pay freight to Party B within 5 days from the date Party B
provides the Transportation Services to Party A in accordance with the order
requirements. [More detailed payment terms shall be determined by the Parties in
the orders]
ARTICLE 6 AGREEMENT TERM
This Agreement shall expire on December 31, 2009. Upon the expiry of the first
agreement period, this agreement shall be automatically extended another three
years on the condition that both Parties meet the requirements of an associated
transaction specified by Chapter 14A of the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong Limited, except that either Party
may notify the other Party of the termination of this Agreement three months
prior to the expiry date.
ARTICLE 7 FORCE MAJEURE
In case one or both Parties fails to perform or fully perform the duties
provided herein on account of force majeure, such Party (or Parties) in
contingency may be exempted from liability for breach of this Agreement, but
shall inform the other Party (or each other) of the situation immediately with
accompanying notarized written materials concerning the force majeure issued by
the local public notary authorities. During the existing period of force
majeure, in case the Party (or Parties) in contingency may partially perform the
relevant obligations hereunder, such Party (or Parties) shall do so; in case
such Party (or Parties) can perform none of the obligations, they shall perform
or terminate the performance of the obligations impeded by such force majeure
when the force majeure ends and the other Party has so approved.
ARTICLE 8 CONFIDENTIALITY
(1) Without the written approval of the other Party, each Party undertakes
that it shall
not disclose by itself to a third party or permit its shareholders,
directors, senior executives, staff and agents to disclose to a third
party any materials or content concerning the subject of this Agreement
("Confidential Information").
(2) Under the following circumstances, Article 9 shall not impede either
Party's use or disclosure of Confidential Information that: (a) was known
prior to disclosure by the other Party; (b) was legally obtained from the
third party without any violation of confidentiality obligations; (c)
became available to the general public without fault on the part of either
Party; (d) was derived without directly or indirectly using such
information; or (e) was disclosed pursuant to laws, regulations, legal
procedures or court orders.
(3) Both Parties acknowledge and agree that Party A may make quick or urgent
disclosures about this Agreement or any affairs about this Agreement
pursuant to law or the request of any regulatory agencies (including but
not limited to the Stock Exchange of Hong Kong Limited or the Hong Kong
Securities and Futures Commission). Party A shall submit a disclosure
draft to Party B, but Party B shall give its opinions about the draft
immediately to meet the time limit stipulation of relevant laws or any
regulatory agencies.
(4) Each Party acknowledges and agrees that after the signing of this
Agreement and the contents thereof, the other Party may issue disclosures
(except those of the above-mentioned article (3)), circular letters,
reports and announcements. Prior to the issuance of such disclosures,
circular letters, reports and announcements, in case the contents are
related to the other Party or affiliated companies thereof, such Party
shall obtain prior approval from the other Party (such approval shall not
be unreasonably withheld or delayed but given promptly). Each Party shall
submit drafts of such disclosures, circular letters, reports and
announcements to the other Party. If the other Party gives no reply within
a reasonable time after receiving the drafts, such Party shall deem it as
approval by the other Party.
ARTICLE 9 APPLICABLE LAWS
The signing, effectiveness, interpretation, execution, and dispute resolution of
this Agreement shall be governed by the laws of the People's Republic of China.
ARTICLE 10 DISPUTE RESOLUTION
Any disputes arising from or in connection with this Agreement shall be settled
by both Parties through friendly consultations. If the Parties fail to settle
the disputes through friendly consultations, either Party may directly bring a
lawsuit in the People's Court.
The Parties hereto have caused this Agreement to be executed by their authorized
representatives; this Agreement is made in two copies, with each Party holding
one copy.
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Party A: WUXI SEAMLESS OIL PIPES COMPANY LIMITED
(Seal)
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Authorized Representative: /s/
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Party B: WUXI QUANHUA MATERIAL CO., LTD.
(Seal)
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Authorized Representative: /s/
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