CHINA ZENIX AUTO INTERNATIONAL LIMITED AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement Dated as of , 2011Deposit Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • New York
DEPOSIT AGREEMENT dated as of , 2011 among CHINA ZENIX AUTO INTERNATIONAL LIMITED, a company incorporated under the laws of the British Virgin Islands (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders from time to time of American Depositary Shares issued hereunder.
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • New York
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into this day of , 2011 (the “Effective Date”) by and between China Zenix Auto International Limited, a British Virgin Islands corporation (the “Company”), and (the “Indemnitee”).
SHARES PURCHASE OPTION AGREEMENTShares Purchase Option Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • Hong Kong
This Shares Purchase Option Agreement (this “Agreement”) is made and entered into as of 25 October, 2010 (the “Effective Day”), between Lai Jianhui (the “Purchaser”) and Chu Lai Fan (朱丽芬), a resident of the Hong Kong Special Administrative Region (the “Hong Kong”) of the PRC (the “Seller”). Purchaser and Seller are also referred to herein together as the “Parties” and individually as a “Party”.
Patent License AgreementPatent License Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
Hereby agree to license Zhengxing Wheel Group Co., Ltd. to use the foregoing patents free of charge within the license period. This Patent License Agreement shall remain valid from June 1, 2009 until May 31, 2019.
DEED OF UNDERTAKINGShare Purchase Option Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • Hong Kong
Wheel Distributor Strategic Cooperation Framework AgreementStrategic Cooperation Framework Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
Zhengxing Wheel Group Co., Ltd., a limited liability company duly incorporated and existing under the laws of People’s Republic of China (the “PRC”), with its offices at No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, People’s Republic of China (“Party A”);
Automotive Manufacturer Strategic Cooperation Framework AgreementStrategic Cooperation Framework Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
Zhengxing Wheel Group Co., Ltd., a limited liability company duly incorporated and existing under the laws of People’s Republic of China (the “PRC”), with its offices at No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000, People’s Republic of China (“Party A”);
EMPLOYMENT AGREEMENTEmployment Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • New York
EMPLOYMENT AGREEMENT (this “Agreement”), dated as of (the “Effective Date”), is entered into between China Zenix Auto International Limited, a company incorporated and existing under the laws of the British Virgin Islands (the “Company”), and , an individual with ID/passport number being (“Executive”).
Year Group Member of Benxi Iron & Steel Hot-rolled Product Purchase and Sale AgreementPurchase and Sale Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • Liaoning
Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the following agreement on the purchase of hot-rolled products in with an aim to establishing a long-term, stable and cooperative relationship:
Supplementary AgreementSupplementary Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
This Supplementary Agreement was entered into by the following parties on August 12, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China.
Three-party Distribution Agreement among Zhengxing Wheel Group Co., Ltd., Tier- one Distributors and Exclusive Tier-two DistributorsDistribution Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
Tier-one Distribution AgreementTier-One Distribution Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the following agreement on Party B’s distribution of Party A’s products.
Date: August 10, 2008 Share Subscription and Shareholders Agreement Concerning The Joint Establishment of RICHWHEEL LIMITED By NEWRACE LIMITED And RICHBURG HOLDINGS LIMITEDShare Subscription and Shareholders Agreement • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories
The Agreement was entered into by and between the following two Parties on August 10, 2008 in Hong Kong Special Administrative Region of the People’s Republic of China:
Letter Agreement for Grant of Restricted Shares NEWRACE LIMITED December 17, 2010Letter Agreement for Grant of Restricted Shares • April 19th, 2011 • China Zenix Auto International LTD • Motor vehicle parts & accessories • New York
In consideration for you serving as the chief financial officer of China Zenix Auto International Limited, a company incorporated in the British Virgin Islands (the “Company”), the undersigned on behalf of Newrace Limited, a company incorporated in the British Virgin Islands (the “Grantor”), is pleased to grant you an award of certain ordinary shares of the Company based on, and subject to, the following terms and conditions (the “Award”).
