Exhibit 10.31
AGREEMENT FOR TERMINATION OF THE JOINT VENTURE CONTRACT
AND ARTICLES OF ASSOCIATION OF WUXI SEAMLESS OIL PIPE CO., LTD.
THIS AGREEMENT (this "Agreement") is made and executed in Wuxi, Jiangsu
Province on this 18th day of August, 2006 by and between:
Party A: Wuxi Huayi Investment Co., Ltd., registered in Wuxi, Jiangsu
Province, P.R.C., having its legal address at Xxxx 000, Xxx Xxxx
Xxxxxxxx, Xx. 0 Xxxxxxxxx Xxxxx Road, Wuxi New District, Jiangsu
Province, P.R.C.
Legal representative: Xx. Xxxx Longhua
Position: Chairman
Nationality: Chinese
Party B: UMW ACE (L) LTD., registered in Malaysia, having its legal address
at Xxxxxx Xxxxx, Xxxxx Xxxxxx, X.X. Xxx 00000,
00000 Xxxxxx X.X. Xxxxxxxx
Legal representative:
Dato Xx. Xxxxx Xxxxx Bin Harun
Position: Chairman
Nationality: Malaysian
WHEREAS:
1. In accordance with the Joint Venture Contract and Articles of Association
entered into on 1 August 2004, 2005 by and between Party A and Party B,
Party A and Party B are the current shareholders of Wuxi Seamless Oil Pipe
Co., Ltd. (the "Company"), and each holds 49% and 51% of the equity shares
of the Company respectively;
2. On Aug. 18th, 2006 the Board of Directors of the Company held an interim
meeting and Party A and Party B transfer their equity shares in the
Company to FIRST SPACE HOLDINGS LIMITED ("FSHL") respectively. After the
share transfer, the Company will become a wholly foreign-owned enterprise
and all its equity shares will be solely held by FSHL;
NOW, THEREFORE, after friendly consultation in all aspects, the Parties hereby
agree as follows:
I. The Parties both agree to terminate the original Joint Venture Contract
(the "JVC") and Articles of Association (the "AOA") of the Company.
2. The Parties hereby acknowledge that as of the date of this Agreement, each
Party has in a strict and good manner performed and fulfilled its
respective duties and obligations under the JVC and AOA, and has not
breached any provisions of the JVC and AOA.
3. This Agreement shall become effective after the Chinese commerce authority
has approved this share transfer and the new AOA and the new AOA has been
registered with the industry and commerce bureau.
4. Upon the effectiveness of this Agreement, the original JVC and AOA of the
Company shall be terminated, and Party A and Party B shall no longer enjoy
the rights and assume the obligations under the JVC and AOA.
5. This Agreement is executed by the authorized representatives of the
Parties, with the corporate seals of the Parties affixed thereto.
6. This Agreement shall be executed in six sets of original copies, with two
sets for each of Party A and Party B, and two sets for relevant Chinese
government authorities to approve and register.
Party A: Wuxi Huayi Investment Co., Ltd.
/s/ (seal)
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Authorized representative
Party B: UMW ACE (L) LTD.
/s/
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Authorized representative
