Sinoenergy Holding Limited Co. Jiaxing Li Ou Electromechanical Equipment Co.Ltd. Shanghai Linghui Enterprising Capital Co. Ltd. Zhejiang Zhongke Zhaoying Enterprising Capital Co. Ltd. Zhejiang Meibang Kunyuan Enterprsing Capital Co. Ltd. Beijing...
Exhibit
99.3
Sinoenergy
Holding Limited Co.
Jiaxing
Li Ou Electromechanical Equipment
Xx.Xxx.
Shanghai
Linghui Enterprising Capital Co. Ltd.
Zhejiang
Zhongke Zhaoying Enterprising Capital Co. Ltd.
Zhejiang
Meibang Kunyuan Enterprsing Capital Co. Ltd.
Beijing
Yingshi Innovation Investment Advisory Co. Ltd.
Shanghai
Deyang Industry Investment Co. Ltd.
Shanghai
Xinyada Hengcheng Investment Co. Ltd.
Agreement
of Capital Injection to Qingdao Sinogas General Machinery Co. Ltd
April,
2008
CAPITAL
INJECTION AGREEMENT
This
Capital Injection Agreement (hereinafter referred to as “Agreement”) is signed
by each of Parties at April 24th,
2008 in
Shanghai, PRC.
Party
A:
Party
A1: Sinoenergy Holding Limited Co.
(hereinafter
also referred to as “Sinoenergy”)
Legal
Representative: Deng Tianzhou
Office
Address:
Akara
Bldg., 00 Xx Xxxxxx Xxxxxx, Xxxxxxxx Cay I, Road Town, tortolar,
Britsh
Party
A2: Jiaxing Li Ou Electromechanical Equipment Co. Ltd
(hereinafter
also referred to as “Jiaxing Li Ou”)
Legal
Representative: Cai Yuefen
Office
Address: No.7, Tongle Road, Jiaxing City
(Party
A
as used herein indicates “both Party A1 and Party A2”)
Party
B:
Party
B1: Shanghai Linghui Enterprising Capital Co. Ltd.
(hereinafter
also referred to as “Shanghai Linghui”)
Legal
Representative: Zhang Gongda
Office
Address: Suite 000X, Xx.0 xx Xxxx 000, Xxxxxxxxxxx Xxxx, Xxxxxxxx
City
Party
B2: Zhejiang Zhongke Zhaoying Enterprising Capital Co.
Ltd.
(hereinafter
also referred to as “Zhejiang Zhongke Zhaoying”)
Legal
Representative: Xxxx Xxxxxxx
Office
Address: Xx.00, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx Xxxx of Haining County, Zhejiang
Province
Party
B3: Zhejiang Meibang Kunyuan Enterprsing Capital Co. Ltd.
(hereinafter
also referred to as “Meibang Kunyuan”)
Legal
Representative: Shen Zhehao
Office
Address: Xx.000, Xxxxxxxx Xxxx, Xxxx Xxxxxxxx of Hangzhou City, Zhejiang
Province
Party
B4: Beijing Yingshi Innovation Investment Advisory Co. Ltd.
(hereinafter
also referred to as “Beijing Yingshi”)
Legal
Representative: Cui Hong
Office
Address: Suite 502, Bld.8, No.6 of Yaziqiao, Xuanwu District,
Beijing
Party
B5: Shanghai Deyang Industry Investment Co. Ltd.
(hereinafter
also referred to as “Shanghai Deyang”)
Legal
Representative: Qiao Xiaowei
Office
Address: Xx. 0 xx Xxxx0000, Xxxxxxxx Xxxx, Xxxxxxxx
Party
B6: Shanghai Xinyada Hengcheng Investment Co. Ltd.
(hereinafter
also referred to as “Xinyada Hengcheng”)
Legal
Representative: Guo Huaqiang
Office
Address: Xxxxx 00X, Xx.00 xx Xxxxxxxxxx Xxxx, Xxxxxx Xxx Xxxxxxxx,
Xxxxxxxx
(“Party
B” as used herein indicates “all
of
Party B1, Party B2, Party B3, Party B4, Party B5 and Party B6”)
Party
C:
Qingdao
Sinogas General Machinery Co. Ltd.
(hereinafter
also referred to as “Target Company”)
Legal
Representative: Xxxxx Xx
Office
Address: Xx.00, Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx
(“All
Parties” as used herein indicates “all of Party A, Party B and Party
C”)
Whereas:
| 1. |
Target
Company, a sino-foreign joint company incorporated under the laws
of the
PRC with registered capital of $12,421,800, The Business of Target
Company
includes: Design, manufacuring and sales of A1 (high-pressure), A2
(middle-pressure), A3 (low-pressure) containers, petroleum refining
equipments, petroleum related machines, LPG/LNG/CNG storage and transport
equipments, LNG/CNG filling station related equipments, CNG transport
trailers, CNG/LNG storage bottles, and other related instruments;
installation, and inspection service of the above-mentioned pressure
containers and equipments; and oversea import business.
|
| 2. |
Party
A holds 100% equity of Target Company, wherein 95% is owned by Party
A1
and 5% is owned by Party A2.
|
| 3. |
All
Parties agree with the investment injection as registered capital
increase
of Target Company in connection with the terms and conditions under
this
Agreement, and Party B shall offer to subscribe the newly-injected
capital
to purchase the increase amount of registered capital of Target Company
at
the investment amount and equity ratios as contemplated in the Agreement
(hereinafter referred to as “Capital Injection”)
|
NOW,
THEREFORE, the Parties hereto agree as follows:
ARTICLE
1
DEFINITIONS
As
used
herein and unless otherwise expressly clarified, any persons referred hereto
involve natural person and entity; any persons, company, government department,
entity referred hereto involves their inheritors; any contract and agreement
referred hereto involve its attachments and any modification and complement;
any
term and attachment referred hereto only indicates the terms and attachments
under this Agreement; the name of the Agreement is only a description for
convenience, and shall not be used to interpret this Agreement for its concise
form.
ARTICLE
2
INFORMATION
DISCLOSURE OF TARGET COMPANY
| 2.1 |
Party
A shall disclose Target Company’s legal status and financial conditions to
Party B on the authentic basis and shall provide the following
listing
documentations and guarantee their authenticity and
integrality:
|
(1) government
approval documents associated with Target Company incorporation
(2) shareholders
meeting resolutions or Board meeting resolutions of Party A and Target Company
,
which agree to the Capital Injection under this Agreement;
(3) The
latest financial statements;
(4) Any
major
contract, agreement and any similar document whose related amount is over
$100,000, signed by Target Company and connected with its operation and
business, but having not been completely implemented as of the date when
this
Agreement is signed.
(5) Lists
of
property, obligations and liabilities of the Target Company; and
(6) Any
other
documentations related with property, financial condition, operation, business
and investment of Target Company on reasonable request of Party B
ARTICLE
3
STATEMENTS
AND GUARANTEE OF PARTY A
For
due
performance and observance of all terms and conditions of this Agreement,
Party
A guarantee the issue of this Capital Injection in form of statement as follows
to Party B:
| 3.1 |
Target
Company is a company, taking limited liability, incorporated by
Party A
under laws of PRC, obtaining indispensable government approvals,
and in
good standing status under applicable laws.
|
| 3.2 |
Party
A had acquired all necessary internal authorization for this Capital
Injection and the authorization shall be valid till the completion
of
performance of this Agreement.
|
| 3.3 |
Party
A shall sign and implement the Agreement based on the true intentions,
without violating any other laws, regulations and government orders
and
without causing any objections and conflicts with any contract
or
agreement which had involved Party A1 or Party A2 and settled constraints
on their property.
|
| 3.4 |
Party
A had completed its obligation of Capital Injection as registered
capital
according to Articles of Incorporation of Target
Company.
|
| 3.5 |
Party
A had made an agreement unanimously on Capital Injection under
terms and
conditions in the Agreement.
|
| 3.6 |
The
documentations, including but not limited to financial statements,
provided by Party A to Party B, reflect truly and completely the
financial
conditions and results in the corresponding
periods.
|
| 3.7 |
The
lists of property, obligations and liabilities provided by Party
A to
Party B are authentic, complete and accurate. Target Company shall
have
integral and complete ownership on the foregoing property and obligations.
Except for the security interest disclosed to Party B, there is no
any
other warranties, mortgages, pledges, liens, xxxxxxx and the like
security
interest without disclosing to Party B burden on the equity interest
of
Target Company owned by Party A and assets of Target Company. And
there is
also no any other joint ownership or any other Third Party interest;
Except for the liabilities disclosed in the lists, Target Company
have not
any other major liabilities and debt which may affect its normal
operation
|
| 3.8 |
Except
for those disclosed in related financial statements, Target Company
have
paid taxes timely and sufficiently in request of tax department without
any default or delaying on tax
payment.
|
| 3.9 |
Party
A guarantee that Target Company have no illegal operating records
during
the business period before signing the Agreement and take no penalty
and
shall not be punished by any other government departments with related
jurisdictions, and guarantee that Target Company shall not carry
out any
illegal operation in the period from the date this Agreement signed
to the
date when new Board of Directors set up and 1st
Board Meeting is open, otherwise, Party A shall compensate Target
Company
or Party B any losses and damages caused by which
hereof.
|
| 3.10 |
Except
for those disclosed by Party A and Target Company, there is no any
other
pending litigations, arbitrations and any other actions aiming at
Target
Company or blocking or forbidding signing of the this Agreement or
influencing the effect and performance of the Agreement in any other
courts, arbitration courts or administration departments. Party A
are also
insensible of any other disputes or illegal action which shall cause
forgoing litigations, arbitrations and administrative penalties for
the
moment.
|
| 3.11 |
Target
Company have no any existing employment disputes with its existing
employees and former employees and have no any other potential labor
disputes which Party A have already known or ought to
know.
|
| 3.12 |
Any
necessary government approval, license, permission which Target Company
have acquired to support its normal operation shall have their full
effectiveness until the Agreement comes into force. As far as it
can know,
Party A guarantee that there is no any other foreseeable occurrence
which
may result in effectiveness decay or loss in such approvals and licenses
and permissions except for those disclosed by Party A to Party
B.
|
| 3.13 |
Any
documentation or information, any guarantee and statement provided
by
Party A to Party B according to ARTICLE 2 under this Agreement are
authentic, integral and accurate without any other falsehood, omit
or
serious misleading.
|
| 3.14 |
Party
A guarantee that senior management of Party A and Target Company
shall not
set up by themselves or assist others to set up and operate any other
operating entities which may lead competition with business of Target
Company.
|
ARTICLE
4
CAPITAL
INJECTION
| 4.1 |
All
Parties hereto agree with the capital injection under this Agreement
to
increase registered capital account of Target Company with the
purpose of
developing business of the Target Company in consistence with
the
applicable laws and regulations of PRC. Based on the information
disclosed
by Party A, Party B have already fully known of the assets, property
and
liabilities of Target Company and are desirous of injecting capital
basing
on the current assets condition of Target
Company.
|
| 4.2 |
The
Target Company will increase the registered capital from $12,421,800
to
$15,723,800 through this capital injection, the increased registered
capital amount
will be $3,302,000.
|
| 4.3 |
The
capital amount of this capital injection in US currency shall
be payed by
Parties B under this Agreement, And Party B shall pay RMB ¥116,760,000
to purchase the increased registered capital amount of US $3,302,000
in
aggregate accounting for 21% of full capital stock after capital
injected,
which including:
|
| 1) |
Party
B1,
Shanghai Linghui shall pay RMB ¥45,870,000
to purchase the increased registered capital amount of US $1,297,200
in
this capital injection,
|
| 2) |
Party
B2,
Zhejiang Zhongke Zhaoying shall pay RMB ¥16,680,000
to purchase the increased registered capital amount of US $471,700
in this
capital injection,
|
| 3) |
Party
B3, Zhejiang Meibang Kunyuan shall pay RMB ¥16,680,000
to purchase the increased registered capital amount of US $471,700
in this
capital injection,
|
| 4) |
Party
B4, Beijing Yingshi shall pay RMB ¥16,680,000
to purchase the increased registered capital amount of US $471,700
in this
capital injection,
|
| 5) |
Party
B5, Shanghai Deyang shall pay RMB ¥11,120,000
to purchase the increased registered capital amount of US $314,500
in this
capital injection,
|
| 6) |
Party
B6, Shanghai Xinyada Hengcheng shall pay RMB ¥9,730,000
to purchase the increased registered capital amount of US $275,200
in this
capital injection,
|
After
accomplishing this capital injection under Term 4.3, the equity structure
of the
Target Company shall be:
|
Shareholders
|
Amount
of registered
Capital
distribution
|
|
Form
of
Capital
Injection
|
|
The
Proportion in
Registered
Capital
|
|||||
|
Sinoenergy
Holding
|
|
US$11,800,000
|
Currency
|
75.05
|
%
|
|||||
|
Shanghai
Linghui
|
|
US$1,297,200
|
Currency
|
8.25
|
%
|
|||||
|
Jiaxing
Li Ou
|
|
US$621,800
|
Currency
|
3.95
|
%
|
|||||
|
Zhejiang
Zhongke Zhaoying
|
|
US$471,700
|
Currency
|
3
|
%
|
|||||
|
Zhejiang
Meibang Kunyuan
|
|
US$471,700
|
Currency
|
3
|
%
|
|||||
|
Beijing
Yingshi
|
|
US$471,700
|
Currency
|
3
|
%
|
|||||
|
Shanghai
Deyang
|
|
US$314,500
|
Currency
|
2
|
%
|
|||||
|
Shanghai
Xinyada Hengcheng
|
|
US$275,200
|
Currency
|
1.75
|
%
|
|||||
|
Total
|
|
US$15,723,800
|
100
|
% | ||||||
| 4.3 |
The
premium
of
the capital paided by Party B over the registered Capital shall
be
accounted as the capital surplus of Target
Company.
|
| 4.4 |
After
all Parties fulfilled their obligations of capital injection according
to
stipulation under, the Agreement, Target Company shall retain an
accountant with professional qualification of assets verification
to take
an immediate assets and property verification and make report which
to.
Target Company shall provide Capital Injection Certificate to all
Parties
in this Agreement according to the Report of Assets Verification
to show
the injected capital amount and injecting date. In the event of
no
signature on Capital Injection Certificate by Target Company which
shall
not influence equity interest of all Party in the Target Company.
|
| 4.5 |
All
parties agrees that, after completion of the capital injection,
in the
event that Sinoenergy decide to sell shares, Sinoenergy holds in
proportion of exceeding 10% to the Third Party accumulatively directly
or
indirectly, Party B shall have right to sell its shares wholely
or
partially to the Third Party under equal conditions. In the event
that the
Third Party shall not buy the shares sold by Party B, Sinoenergy
shall not
sell its shares in proportion of exceeding 10% to the Third Party
directly
or indirectly.
|
| 4.6 |
In
the event that the adjustment on capital structure of Target Company
including but not limited to stock granting, distribution or creation,
increase, divided, split or combination result in the change of
shares of
Target Company, Party B shall have right to purchase or acquire
newly-issued stocks at the shareholding ratio prior to granting,
distribution and capital injection in purpose of maintaining its
shareholding ratio in the Target Company.
|
| 4.7 |
All
Parties agrees that the Joint-Investment Contract and Articles
of
Association shall be immediately signed once upon signing this
Agreement
and the Joint-Investment Contract and Articles of Association shall
not
disobey and contradict the provisions stipulated in the
Agreement.
|
| 4.8 |
Party
B guarantee that,
|
| (1) |
The
source of the paid capital is
legal.
|
| (2) |
Signing
and implementing the Agreement does not violate any PRC laws, rules
and
regulations, or any documents of companies, or any agreements signed
with
the Third party.
|
| (3) |
For
this capital Injection, necessary actions have been taken for it
and all
approvals have been abtained in requirement of applicable laws
and
regulations and related authorization has been obtained for the
Capital
Injection under this
Agreement.,
|
ARTICLE
5 THE OPERATION OF THE TARGET COMPANY AFTER CAPITAL
INJECTION
| 5.1 |
The
Target Company shall be still named as Qingdao Sinogas General Machinery
Co. Ltd. after capital injection, and the business scope shall be
subjected to the articles of Incorporationsigned by all Parties and
the
approvals authorized by government department of Industry and Commercial
Administration.
|
| 5.2 |
After
capital injection, the Target Company shall be reorganized so that
it
could get listed on the PRC stock
market
|
ARTICLE
6 ORGANIZATION STRUCTURE OF TARGET COMPANY AFTER THE CAPITAL
INJECTION
After
the
capital injection, the Target Company’s Board of Directors and Supervisory Board
shall be adjusted, the directors of Board and the supervisory directors of
Supervisory Board shall be appointed as follows:
| 6.1 |
The
Target Company set up Board of Directors composed of five Directors,
wherein, Shanghai Linghui shall appoint a non-independent director.
When
the Target Company is changed into a limited joint-stock company,
Party B
shall nominate an independent director. As to the jurisdiction and
procedures of the Board, all Parties agree to decide them in the
joint
investment contract and the amended Articles of Association of the
Target
Company.
|
| 6.2 |
Supervisory
Board: Target Company shall set up Supervisory Board composed of
3
Supervisory Directors, wherein 1 Supervisory Director should be nominated
by Shanghai Linghui, the Chairman of Supervisory Board shall be elected
by
Supervisory Board.
|
ARTICLE
7 PROCEDURE OF THE CAPITAL INJECTION
| 7.1 |
Within
fifteen workdays as of the date signing this Agreement, Party B shall
pay
the capital to the account of Target Company, the account number
as
follows,
|
Account
Name: Qingdao Sinogas General Machinary Co. Ltd.
Account
Bank: The 1st Subsidiary Bank of Communications in Qingdao
Account
Number: 372005510018170017254
| 7.2 |
Within
2 business days as of date when the payment from Party B locates
the
forgoing account , Party A shall urge the Target Company to accomplish
the
assets verification procedure and shall summit approval application
to
authority departments of Target Company for approvals of the Agreement
and
related joint-investment contracts and articles of association within
3
business days as of the date of completion of assets verification
and
shall apply for alternation of registration of industry and commerce
in
department of industry and commence within 3 business days as of
date when
getting approvals.
|
| 7.3 |
All
Parties shall meet the requirement of approving and industrial and
commercial authorities where the Target Company registered to summit
related documentations and materials
timely..
|
ARTICLE
8 BREACH OBLIGATION
| 8.1 |
If
Any Party breaches this agreement or shall not perform guarantee
or
consents in this agreement or any provision of this Agreement hereto
is
not true, it shall be deemed as breaching the
agreement.
|
| 8.2 |
If
Party B default to pay the full money of capital injection on stipulated
term of this agreement, Party B shall pay the penalty to Party A
on a sum
of one in a thousand of the delay payment per day until full payment
is
paid out.
|
| 8.3 |
In
the event that this agreement is terminated, Party A shall make the
Target
Company return the money of capital injection to Party B within thirty
days after termination. Otherwise, Party A and the Target Company
shall
pay penalty to Party B on a sum of one in a thousand of the delay-returned
money per day.
|
| 8.4 |
If
Any Party breach the contract and shall not change the breach action
after
thirty days of receiving the notice of the observant Party, the observant
Party shall have right to terminate the agreement. The breach Party
shall
repay all the loss of the observant Party caused by the breach (including
legal cost and lawyer’s fee).
|
| 8.5 |
Disclaiming
of the breach shall be in written form, it shall not be disclaiming
in the
event that any Party shall not exert or delay to exert any right
under
this agreement.
|
ARTICLE
9 CONFIDENTIAL REPONSIBILITY
| 9.1 |
Excepting
requirements of law, government or court and agreement of the Parties,
each Party shall not disclose any content of this agreement and any
information, document and data in connection with this agreement
to any
person, company and government.
|
| 9.2 |
For
the requirement of this Agreement, it shall not breach the confidential
responsibility to disclose the above document, data and information
as
follows:
|
1)
The
disclosure agreed by all Parties
2)
The
disclosure of manager, technicians persons and employees for the aim of
cooperation to obtain the above document.
3)
The
disclosure to lawyers and accountants of each Party in necessary
scope
4)
The
disclosure to related specialty institution and person for the aim of
consultation in necessary scope and by agreement of other parties
5)
The
above disclosure must be in necessary scope and the disclosure party shall
take
actions to make the persons and institutes who receive above document
secret.
6)
Any
Party who disclose the information shall not damage the other party’s
interest.
| 9.3 |
The
confidential responsibility shall still have restraint on all Parties
after this agreement be removed and
terminated.
|
ARTICLE
10 FORCE MAJEURE
If
any
Party gets trouble of flood, fire, windstorm, or other extremely bad weather,
strike, ferment, or encount other unpredictable and unavoidable event so that
the Party can’t perform this agreement, the party shall inform the other parties
in written form of the event and shall deliver the warranties of government
to
the other Parties in 7 days after the force majeure termination. If the force
majeure last more than 30 days, all parties shall settle the problem of
performing this contract through friendly
negotiation.
ARTICLE
11 THE DIVISIBILITY
If
any
provision or provisions of this Agreement are judged as be invalid or illegal
or
unable to be implemented, all the Parties of this Agreement are liable to
negotiate and conclude new provisions to replace them. The validity, legitimacy
and execution of the other provisions of this Agreement shall not be
affected.
ARTICLE
12
THE
EFFECTIVE, ALTERNATION, CANCELLATION AND TERMINATION
| 12.1 |
After
signed by the representative of all of the Parties and approved by
the
related government departments, this Agreement will come into
effect
|
| 12.2 |
Any
alternation or cancellation of this Agreement shall not come into
force
after being signed by all the Parties of a written agreement and
being
examined and approved by the related office except one of the Parties
having the right to cancel this Agreement that be prescribe by this
Agreement.
|
| 12.3 |
This
Agreement shall be terminated under the following
conditions:
|
(1)
Terminated according to the related provisions
(2)The
related departments of the government or the departments that are entitled
to
the right terminate this Agreement by legal. Or this Agreement has lost the
possibility of its performing or has no meaning of performing it.
(3)
The
Agreement becomes unable to be performed due to the force majeure, and shall
be
confirmed by a written agreement.
(4)
All
the Parties approve to terminate this Agreement by the negotiation.
ARTICLE
13
NOTIFICATIONS
AND THE DELIVERY
| 13.1 |
Any
related notification sent by the related Parties or the other
communications shall be delivered in written and be sent to the promissory
addresses.
|
| 13.2 |
All
the notifications or the communications shall be delivered to the
related
addresses as follows, except the receiving Party has sent a written
notification 7 workdays in advance to the other Party to change the
address
|
Sinoenery
Holding Limited Co.
Adress:
Room 1603-1604, Xxxxx X Xxxxxxx Xxxxxx Xx Xxxx, Xxxxxxx Xx, Xxxxxxxx District,
Beijing
Liaison
Person : Xxx Xxxxxxx
Postcode:
100107
Tel:
000-00000000
Fax:
000-00000000
Jiaxing
Li Ou Electromechanical Equipment Co. Ltd.
Adress:
Xx. 0, Xxxxxx Xxxx, Jiaxing
Liaison
Person: Bai Dong
Postcode:
314000
Tel:
0000-00000000
Fax:
0000-00000000
Shanghai
Linghui Enterprising Capital Co. Ltd.
Adress:
Buiding 4, Xx. 000, xxx xxxxxxxx Xxxx xx Xxxxxxxx, Xxxxxxxx
Postcode:
201103
Tel:
000-00000000
Fax:
000-00000000
Zherjiang
Zhongke Zhaoying Enterprising
Capital Co., Ltd.
Address:
Xx.00, Xxxxxx Xxxx, Xxxxxxxx Xxxxxxxx Xxxx of Haining County, Zhejiang
Province
Postcode:
314400
Tel:
0000-00000000
Fax:
0000-00000000
Zhejiang
Meibang Kunyuan Enterprising
Capital Co. Ltd
Address:
Xx.000, Xxxxxxxx Xxxx, Xxxx Xxxxxxxx xx Xxxxxxxx Xxxx, Xxxxxxxx
Xxxxxxxx
Postcode:
311243
Tel:
0000-00000000
Fax:
0000-00000000
Beijing
Yingshi Innovation
Investment Advisory
Co. Ltd
Address:Room
000, X Xxxxxxxx, Xxxxxxxx Xxxxxxxxx Xxxxxx, Xx.00 xx Xxxxxx Xxxxx, Xxxxxxxx
Xxxxxxxx, Xxxxxxx.
Postcode:
100029
Tel:
000-00000000
Fax:
000-00000000
Shanghai
Deyang Industry Investment Co., Ltd.
Addess:
Xx. 0, 0000 Xxxx, Xxxxxxxx Xxxx, Xxxxxxxx
Postcode:
200335
Tel:
000-00000000
Fax:
000-00000000
Shanghai
Xinyada Hengcheng Investment Co. Ltd.
Liaison
Person: Xu Yi
Address:
Xinyada Technical Building, No. 3888 of Jiangnan Road, Binjiang District,
Hangzhou
Postcode:
310053
Tel:
0000-00000000
Fax:
0000-00000000
Qingdao
Sinogas General Machinery Co. Ltd.
Address:
Xx. 00,
Xxxxxx Xxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxx
Postcode:
266042
Tel:
0000-00000000
Fax:
0000-00000000
| 13.3 |
Any
written notification shall be seemed as reached while that is handed
over.
Any notification by EMS or other special posting ways shall be seemed
as
reached after that is posted except the statutory festival. Any
notification by fax shall be seemed as reached while that is successfully
sent. Any notification by telegraph shall be seemed as reached after
24
hours of that being sent.
|
XXXXXXX00.
THE
APPLICABLE LAW AND THE DISPUTES RESOLUTION
| 14.1 |
The
conclusion, effectiveness, explanation, performance and the dispute
resolution shall all be under applicable of the laws of the People’s
Republic of China.
|
| 14.2 |
All
the disputes concerned by this Agreement or the related agreements,
shall
be resolved by friendly negotiation. If all the Parties cannot reach
an
agreement, or any Party doesn’t want to resolve it by negotiation, it
shall be submitted to the Shanghai Branch of China International
Economic
Trade Arbitration Committee, and shall be resolved by the arbitration
according to its applicable laws.
|
| 14.3 |
All
the disputes shall be meant to the disputes that are concerned with
this
Agreement’s effectiveness, the explanation, the performance, the breaking,
the alternation, the cancellation, the termination, and
etc.
|
Article
15
Other
Provisions
| 15.1 |
This
Agreement and its attachments are an undivided integral, and are
in the
same effectiveness.
|
| 15.2 |
This
original Agreement is in duplicate. Each Party holds one of that.
The
others are used to transact the procedures of the examination, the
approval, the alternation and register.
|
(This
page is for signature and seal)
Party
A1:
Sinoenergy Holding Limited Co. (sealed)
The
representative: (signature)
Party
A2: Jiaxing Li Ou Electromechanical Equipment Co. Ltd.
(sealed)
The
representative: (signature)
Party
B1: Shanghai Linghui Enterprising Capital Co. Ltd.
(sealed)
The
representative: (signature)
Party
B2: Zhejiang Zhongke Zhaoying
Enterprising Capital Co. Ltd. (sealed)
The
representative: (signature)
Party
B3: Zhejiang Meibang Kunyuan Enterprising
Capital Co. Ltd. (sealed)
The
representative: (signature)
Party
B4: Beijing Yingshi Innovation Investment Advisory Co. Ltd
(sealed)
The
representative: (signature)
Party
B5: Shanghai Deyang Industry Investment Co. Ltd. (sealed)
The
representative: (signature)
Party
B6: Shanghai Xinyada Hengcheng Investment Co. Ltd.
(sealed)
The
representative: (signature)
Party
C: Qingdao Sinogas General Machinery Co. Ltd. (sealed)
The
representative: (signature)
