exv4w3



 


Exhibit 4.3




Translated from Chinese




Agreement



Whereas, Shenyang JinBei Automotive Industry Holdings Company Limited
(hereinafter referred to as “JinBei Shareholding”) is a company with limited
liabilities registered and organized in Shenyang City under the laws of the
People’s Republic of China, with a registered capital of RMB 1.5 billion;



Whereas, Shenyang Xinjinbei Investment and Development Co., Ltd. (hereinafter
referred to as “Xinjinbei”) currently holds 90% of the equity of JinBei
Shareholding, and Shenyang JinBei Automobile Industry Company Limited
(hereinafter referred to as “Jinbei Automobile”) currently holds 10% of the
equity of JinBei Shareholding;



Whereas, JinBei Automobile intends to transfer 9% of the equity share it holds
in JinBei Shareholding to Xinjinbei, and Xinjinbei agrees to accept such
transfer;



Through friendly consultation, Xinjinbei and JinBei Automobile have reached an
agreement as follows:




	 	 	 	 	 
	 	 	 	 	Article One Parties to the Agreement
	1.1	 	
Transferor:
	 	Shenyang JinBei Automobile Industry Company Limited
	 	 	
Address:
	 	No. 38, Wanliutang Road, Shenyang City, Liaoning Province, PRC
	 	 	
Legal Representative:
	 	He Guohua
	1.2	 	
Transferee:
	 	Shenyang Xinjinbei Investment and Development Co., Ltd.
	 	 	
Address:
	 	6th Floor, Building B, No. 1, Century Road, Hunnan Industrial

Development Zone, High-New District, Shenyang City, Liaoning

Province, PRC
	 	 	
Legal representative:
	 	Hong Xing




Article Two Transfer of Equity





	2.1	 	The Transferor agrees to transfer to the Transferee its 9% equity in
JinBei Shareholding according to the terms set forth in this Agreement,
and the Transferee agrees to accept such transfer. After the completion
of such equity transfer, Xinjinbei shall hold 99% of the equity of JinBei
Shareholding, and JinBei Automobile shall hold 1% equity of JinBei
Shareholding.
	 
	2.2	 	The Parties acknowledge that the equity transfer described above shall be
transfer with rights, i.e., after the completion of the equity transfer,
all interests corresponding to the 9% transferred equity shall be enjoyed
by Xinjinbei, including respective percentage of



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Translated from Chinese





	 	 	the accumulated undistributed profits, reserve funds or surplus funds,
gain on net asset value (if any) of JinBei Shareholding.




Article Three Price of Equity Transfer and Payment





	3.1	 	 The Parties agree that the aggregate price of the equity transfer
described above shall be RMB 135 million.
	 
	3.2	 	 The Transferor and the Transferee shall pay their respective taxes
related to the equity transfer described above according to relevant laws
and regulations.
	 
	3.3	 	The Parties confirm that the payment of the price of equity transfer
mentioned above shall be paid to the account designated by the Transferor
within 60 days.




Article Four Representations and Warranties by the Transferor



For the purpose of this Agreement and for the benefit of the Transferee, the
Transferor hereby represents and warrants to the Transferee as follows:





	4.1	 	 JinBei Shareholding is an enterprise duly organized and registered
according to the conditions and procedures required under the PRC laws,
and all necessary government approvals and permits have been obtained for
its establishment;
	 
	4.2	 	 The Transferor legally owns the equity that it intends to transfer
according to this Agreement, and has the right to transfer such equity in
its own capacity;
	 
	4.3	 	 The Transferor has not created any pledge or similar security interest on
the equity that it intends to transfer for the benefit of any third party
or with any third party as obligee;
	 
	4.4	 	 Necessary legal procedures required by the corporate bylaws and the
relevant laws and regulations have been completed for the execution of
this Agreement by the Transferor. The execution of this Agreement by the
Transferor is not in violence of any applicable laws or in breach of any
contract that the Transferor has entered into with any third party;




Article Five Presentations and Warranties by the Transferee



For the benefit of the Transferor, the Transferee hereby represents and
warrants to the Transferor:





	5.1	 	 The Transferee is a company duly organized and validly existing under the
PRC laws, and has the full capacity of disposition to accept such transfer
in its own name;



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Translated from Chinese







	5.2	 	Necessary corporate approval procedures have been completed for the
execution of this Agreement by the Transferee. The execution of this
Agreement by the Transferee is not in violence of any applicable laws or
in breach of any contract the Transferee has entered into with any third
party;
	 
	5.3	 	The Transferee shall provide assistance in completing the approval
procedures and registration procedures for such equity transfer, including
provision of necessary documents and information;
	 
	5.4	 	The Transferee acknowledges that it fully understand the status of the
creditor’s rights and debts as well as the business operation of JinBei
Shareholding prior to the execution of this Agreement, and fully agrees to
accept such equity based on the current status of JinBei Shareholding and
at the transfer price set forth in this Agreement.




Article Six Closing of Equity Transfer





	6.1	 	The Parties agree that within 30 days after this Agreement becomes
effective, the Transferor and the Transferee shall unconditionally and
jointly undertake the industry and commerce registration amendment
formalities with the industry and commerce administration authority with
which JinBei Shareholding is registered so as to establish the Transferee
as the legal holder of the equity transferred.
	 
	6.2	 	Upon the date of completion of industry and commerce registration
amendment, the Transferee shall become a shareholder that holds 99% of
JinBei Shareholding, and shall enjoy the rights of a shareholder, and
assume the responsibilities of a shareholder according to law.




Article Seven Effectiveness; Amendment; Termination





	7.1	 	This agreement shall become effective when signed by the authorized
representatives of the Parties.
	 
	7.2	 	Unless otherwise required by law, any amendment to or the termination of
this Agreement shall become effective only when the Parties have consulted
with each other and executed written agreement thereof.




Article Eight Settlement of Disputes





	8.1	 	All disputes resulting from or in connection with this Agreement may be
settled by the Parties through friendly consultation. If the disputes can
not be settled through consultation, or one Party is unwilling to settle
the dispute through consultation, either



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Translated from Chinese





	 	 	Party my submit the dispute to a competent People’s Court in Shenyang
city for resolution.
	 
	8.2	 	Disputes referred to in this Agreement shall mean all disputes between
the Parties with respect to, among other things, the force, interpretation
of the provisions, performance, liabilities of breach, the amendment,
termination or expiry of this Agreement.




Article Nine Miscellaneous





	9.1	 	This Agreement and its annexes shall constitute an integrated document,
and shall have the same force.
	 
	9.2	 	This Agreement and its annexes shall constitute the entire agreement
between the Parties, and shall supercede the communications, statements,
agreements or any other documents between the Parties prior to the
execution of this Agreement.
	 
	9.3	 	This Agreement is signed in four originals, and each Party shall hold two
originals. Each original shall have the same force.




	 	 	 
	 	 	
Transferor: Shenyang JinBei Automobile Industry Company Limited
	 	 	 
	 	 	
(Seal)
	 	 	 
	 	By:	/s/ Liu Peng Cheng
	 	 	


	 	 	
Authorized Representative
	 	 	 
	 	 	
Date: April 28, 2003
	 	 	 
	 	 	
Transferee: Shenyang Xinjinbei Investment and Development Co., Ltd.
	 	 	 
	 	 	
(Seal)
	 	 	 
	 	By:	/s/ Hong Xing
	 	 	


	 	 	
Authorized Representative
	 	 	 
	 	 	
Date: April 28, 2003





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