Exhibit
10.21


CONTRACT
FOR JOINT VENTURE COMPANY




Of




BEIJING HENGLONG
AUTOMOTIVE SYSTEM CO., LTD





By




Beijing
Hainachuan Auto Parts Co. Ltd.




And




Great
Genesis Holdings Limited














January
2010









Exhibit
10.21




Table
of Contents




Chapter 1
                General
                3Chapter
      2
                Definitions
                3Chapter
      3
                Parties
      to the Joint Venture
                5Chapter
      4
                Joint
      Venture Company
                5Chapter
      5
                Purpose,
      Scope and Scale of Operation
                6Chapter
      6
                Responsibilities
      of Each Party
                6Chapter
      7
                Total
      amount of Investment and Registered Capital
                8Chapter
      8
                Technology
      and Trademark
                11Chapter
      9
                Purchase
      and Sales
                11Chapter
      10
                Board
      of Directors
                12Chapter
      11
                Supervision
      Committee (Independent Supervisors)
                15Chapter
      12
                Operating
      and Management Structure
                16Chapter
      13
                Operating
      location
                16Chapter
      14
                Labor
      Management
                17Chapter
      15
                Labor
      Union
                17Chapter
      16
                Tax
      Affairs, Financing, Accounting and financial statements
      auditing
                18Chapter
      17
                Allocation
      of Profit
                18Chapter
      18
                Duration,
      Dissolution, Liquidation of the Joint Venture
                19Chapter
      19
                Insurance
                20Chapter
      20
                Confidentiality
                20Chapter
      21
                Amendment,
      Termination and Dissolution of Joint Venture
                20Chapter
      22
                Force
      Majeure
                21Chapter
      23
                The
      Liabilities for Breach of Contract
                22Chapter
      24
                Divisibility
                22Chapter
      25
                Dispute
      Solution
                22Chapter
      26
                Not
      an agency
                23Chapter
      27
                Applicable
      Law and Validity of the Contract
                23Chapter
      28
                Representation
      and Warranty
                23Chapter
      29
                Assignment
                24Chapter
      30
                Others
                24







2




Exhibit
10.21


This
Joint Venture Contract was entered into by Beijing Hainachuan Auto Parts Co.,
Ltd. (hereinafter referred to as “Hainachuan”) and Great Genesis Holdings
Limited (hereinafter referred to as “Great Genesis”) on January 24,
2010.
   Chapter
1 General
  The
Parties hereto agree to set up a joint venture company to engage in production
and sales of automotive steering system and other auto parts as agreed by both
parties, to the Related parties (as defined below) of Beiqi Holdings and
Hainachuan, or the other customers as agreed by both parties.
  In
accordance with the Law of the People’s Republic of China Sino-foreign Equity
Joint Venture Law (the “Joint Venture Law”) and other relevant Chinese laws and
regulations, Beijing Hainachuan Automotive Parts Company Ltd. and Great Genesis
Holdings Limited, in accordance with the principle of equality and mutual
benefit and through friendly consultations, agree to jointly invest to set up a
joint venture enterprise Beijing Henglong Automotive System Co., Ltd
(hereinafter referred to as the “Joint Venture”) in Beijing, People’s Republic
of China.
  Chapter
2 Definition
  Article
1  Definition
  Unless
otherwise specified, these terms have meanings as following:
  1.1
              “Regulation
      institutions” are those authorized institutions by Chinese Government and
      laws and regulations to approve the establishment of a joint venture, also
      its Contract and Articles of Association (as defined
    below).
  1.2
              “Articles
      of Association” is the bylaws of the Joint Venture that is signed on the
      same date with such Contract.
  1.3
              “Auditors”
      is a certified public accounting firm that is registered in China, and is
      retained by the Joint Venture as its independent
      auditors.
  1.4
              “Board
      of directors” is the Board of directors of the the Joint
      Venture.
  1.5
              “Business
      license” is the certificate of a the Joint Venture issued by Beijng
      Administrative Bureau for industry and commerce or its authorized
      institution.
  1.6
              “Control”(including
      “controlled” and “common control”) means directly or indirectly
      determining the management and policy of an entity, by voting right equity
      or securities or in other forms of arrangement, including but not limited
      to directly or indirectly owned voting right equity or securities to
      nominate majority directors of Board or similar institution’s
      majority members.
  3
  Exhibit
10.21
 1.7
              “Employee”
      means staff that has signed an employment contract or other
      arrangement in accordance with stipulations and provisions of labor
      and social insurance laws of the People’s Republic of
    China.
  1.8
              “Date
      of establishment” is the issuance date of Business License of the Joint
      Venture.
  1.9
              “Joint
      Venture Company” is Beijing Henglong Automotive System Co.,
      Ltd.
  1.10
              “Both
      parties” or “parties” means Hainachuan and Great
  Genesis.
  1.11
              “Party”
      means Hainachuan or Great Genesis.
  1.12
              “Entity”
      means any person, partnership, organization, corporate, firm, institution,
      trust, unincorporated organization, or other entity
      organization.
  1.13
              “China” means
      the People’s Republic of China. For purposes of this contract, excluding
      of Hong Kong Special Administration Region, Macao Special Administration
      Region and Taiwan.
  1.14
              “Chinese
      laws and regulations” are those laws, regulations, rules and other related
      stipulations and provisions that issued and implemented, including but not
      limited to “Law of the People's republic of China on Chinese-Foreign
      equity Joint Ventures” and “Regulations for the implementation of the law
      of the People’s Republic of China on Chinese-foreign equity Joint
      Ventures” as amended from time to
time.
  1.15
              “Products”
      are those automobile steering systems intended to be manufactured by
      the Joint Venture in China and supplied to Beiqi Holdings and Hainachuan’s
      affiliate company, or the other domestic or overseas consumers agreed by
      both parties, including Rack and pinion power steering gear, Rack and
      pinion manual steering gear, Steering column, Electric power steering
      systems (EPS), Electronic hydraulic steering systems (EHPS), Steering pump
      and accessories.
  1.16
              “RMB”
      is legal currency of PRC.
  1.17
              “Related
      parties” means any corporation, partnership, joint venture or other
      entity or natural person controlling, controlled by, or under common
      control with, such Party, excluding the Joint Venture; a person or entity
      shall be deemed to “control” another person or entity if the former
      possesses, directly or indirectly, the power to direct or cause the
      direction of the management and policies of the latter, through ownership
      of majority voting securities.
  1.18
              “Delegated
      management” is General manager, deputy general manager, and Chief
      financial Officer sent by parties.
  1.19
              “Beiqi Holdings”
      is Beijing Automotive Industry Holding Co.,
Ltd.
  4
  Exhibit
10.21
 Chapter
3 Parties to the Joint Venture
  Article  2  The
Parties to the Joint Venture are as follows:
  Beijing
Hainachuan Automotive Parts Company, was incorporated under the laws of China,
registered in 6# Yulong Street, CaiYu economic development region, CaiYu town,
Daxing distric, Beijing, People’s Republic of China.
  Legal
representative:
  Name:
Xinmin Guo
  Position:
Chairman of Board
  Nationality:
Chinese
  Great
Genesis Holdings Limited, a corporation organized under the laws of the Hong
Kong Special Administrative Region, China, registered in 31/F,
Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong
SAR.
  Legal
representative:
  Name:
Hanlin Chen
  Position:
Chairman of Board
  Nationality:
Chinese
  Chapter
4 Joint Venture Company
  Article  3  Name
and legal address of the Joint Venture Company
  3.1  The
name of the Joint Venture shall be Beijing Henglong Automotive System Co., Ltd
in English, and 北京海纳川恒隆汽车系统有限公司 in
Chinese.
  3.2  The
legal address of the Joint Venture shall be CaiYu economic development region,
CaiYu town, Daxing distric, Beijing, People’s Republic of China.
  Article  4  The
organization form of the Joint Venture
  4.1  The
Joint Venture shall be a limited liability company under the laws of the
PRC.
  4.2  The
liability of the Parties for the losses, risks, liabilities and any other
obligations whatsoever of the Joint Venture shall be limited and in proportion
to the subscribed amount of their respective contributions to the registered
capital of the Joint Venture. No Party shall have any liability to the Joint
Venture or to any third Party in connection with the activities of the Joint
Venture either jointly or severally other than the requirement to make such
contribution, unless otherwise agreed to in writing by the Parties. In no event
shall any Party be responsible for any losses, risks, liabilities or obligations
whatsoever resulting from any act of the other Parties.
  5
  Exhibit
10.21
 Article  5  Subsidiary
and branch office
  The Joint
Venture, upon the approval of the board and the relevant authorities, may
establish branch offices in any city of China when it is
necessary.
  Chapter
5 Purpose, Scope and Scale of Operation
  Article  6  Business
Objectives and scale:
  Both
parties should (i) bring in efficient, advanced and appropriate technique to
manufacturing and developing, (ii) using advanced and scientific management
system and marketing methods, (iii) producing highly competitive products in
terms of performance, quality and price, and (iv) to achieve maximal economic
interests to the Joint Venture in accordance with the principle of equality and
mutual benefit.
  The total
amount of investment of the Joint Venture shall be RMB150 million, upon
accomplishment of first stage of construction, the assembly capacity of the
Joint Venture shall be 300,000 units of Automotive Power Steering gears and
200,000 units of Electric power steering gears per year, and to process some
automotive parts; upon accomplishment of second stage of construction, the
production capacity of the Joint Venture shall be 500,000 units of Automotive
Power Steering gears and 1,000,000 units of Electric power steering gears per
year; and ultimately become one of the largest leading power steering
manufacturers, to satisfy not only the demands of Beiqi Holdings, but also
customers in Beijing, Tianjin and Tangshan district, and overseas.
  the Joint
Venture shall build R&D institution for independent research and
development. Great Genesis and its Related parties will support on
it.
  Article  7  Operation
scope:
  The
business scope of the Joint Venture shall be research and development,
manufacturing, sale of automotive power system such as Rack and pinion power
steering gear, Rack and pinion manual steering gear, Steering column, Electric
power steering systems (EPS), Electronic hydraulic steering systems (EHPS),
Steering pump and accessories, and provision of technology and after-sales
service.
  Chapter
6 Responsibilities of Each Party
  Article  8  Both
parties shall be respectively responsible for matters related as
follows:
  8.1  Making
timely contribution in full to the registered capital pursuant to Articles 12
herein.
  6
  Exhibit
10.21
 8.2  Assisting
each other in application, registration of the Joint Venture to the Chinese
authorities.
  8.3  Assisting
the Joint Venture obtaining necessary approval and registration from the Chinese
authorities.
  8.4  Assisting
the Joint Venture to enhance the relationship with Government and supervisory
institutions and regulations.
  8.5  Assisting
the Joint Venture in hiring qualified personnel;
  8.6  Under
request of the Joint Venture, both parties (and/or Related parties, as
appropriate) should provide required supporting and technology on manufacturing,
management, marketing and sales pursuant to the terms and conditions negotiated
with the Joint Venture
  8.7  Assisting
the Joint Venture in obtaining best raw material and parts in process by most
favourable terms, and in applying for supplies of water, electricity, and the
other communication facilities and transportation, and any other necessary for
the Purpose of this Agreement.
  8.8  To
procure the Joint Venture to operate legally.
  8.9  Great
Genesis and its Related parties should authorize the Joint Venture to use its
Technical License and trademarks free or charge, and provide technical
assistance and training.
  8.10  Great
Genesis agreed to assist and support the Joint Venture’s public offering
requirement. Among those members in the Board of directors, four of which are
pointed by Hainachuan, three of which are pointed by Great Genesis.
  8.11  Hainachuan
should do its best to assist the Joint Venture in obtaining supply business to
Beiqi holdings and Hainachuan and its Related parties.
  8.12  Hainachuan
should assist the Joint Venture in obtaining tax preferences and other
favourable treatment, including but not limited to custom and import tax for
imported equipment which is part of the Total investment amount.
  Article  9  Prerequisite
to contribution
  9.1  Any
party can reserve total or partial capital contribution for the Joint Venture in
the event that:
  If
Hainachuan breaches the contract seriously (including those terms in
representation and warranty), Great Genesis has the right to reserve total or
partial capital contribution to the Joint Venture; If Great Genesis breaches the
contract seriously (including those terms in representation and warranty),
Hainachuan has the right to reserve total or partial capital contribution to the
Joint Venture.
  7
 Exhibit
10.21
 9.2  If
such circumstance described in 9.1 has occurred, both parties should apply an
extension from relevant Chinese authorities.
  Chapter
7 Total amount of investment and Registered Capital
  Article  10  Total
amount of investment and Registered Capital
  Total
amount of investment of the Joint Venture shall be 22,000,000 US
Dollars
  The
registered capital of the Joint Venture shall be 6,000,000 US
Dollars
  Article  11  Form,
amount and term of capital contribution
  11.1  Form
and amount of capital contribution
  a. Great
Genesis’s contribution to the registered capital of the Joint Venture shall be
$3,000,000 in US Dollars and in cash.
  b.
Hainachuan’s contribution to the registered capital of the Joint Venture shall
be RMB equivalent of 3,000,000 US Dollars in cash
  11.2  Timing
and responsibility of capital contribution
  a.
Subject to above article 9, both parties shall contribute capital within ninety
(90) days following the issuance of the business license of the Joint Venture
by: Hainachuan $3,000,000 and Great Genesis $3,000,000.
  b. For
those contribution in RMB, it shall convert into US Dollars at the conversion
rate of RMB into US Dollars published by the People’s Bank of China on the
previous date of payment date.
  c. The
contributed capital will immediately become the property of the Joint
Venture.
  d. In the
event that any party fails to pay its contribution, it should pay the Joint
Venture interest at the three-months term RMB loan interest rate or three-months
term USD interest rate in effect that is pronounced by Bank of China for those
overdue payment in RMB or USD. If Hainachuan has not paid its contribution in
sixty (60) days following due date, Great Genesis has right to terminate this
contract or pay the partial of the unpaid contribution at its sole determination
and required Hainachuan for indemnity according to this contract and relevant
Chinese laws and regulations. If Great Genesis has not paid its contribution in
sixty (60) days from due date, Hainachuan has the right to terminate this
contract or pay the partial of the unpaid contribution at its sole determination
and required Great Genesis for indemnity according to this contract and relevant
Chinese laws and regulations. If any party decides to contribute counterpart’s
share, the ownership proportion between parties will be adjusted accordingly
upon such investment adjustment approved by appropriate Chinese
authorities.
  Article
12  Verify of capital
  8
  Exhibit
10.21
 After the
Parties have made their respective contributions in accordance with the
foregoing provision, the Joint Venture shall, on the basis of a capital
contribution verification report issued by an accounting firm registered in
China and retained by the Joint Venture, issue an investment certificate to each
Party. Such investment certificate shall specify the name the Joint Venture, the
date of the establishment of the Joint Venture, the name of the Party and the
capital investment contributed thereby, the dates of each contribution, and the
date of the investment certificate.
  Article
13  Ownership proportion of equity
  After
contribution has been funded into the Joint Venture completely following the
provision in article 11, Great Genesis will own fifty percent (50%) equity of
the Joint Venture, Hainachuan will own fifty percent (50%) equity of the Joint
Venture.
  Article
14  Capital contribution certification and right of
shareholders
  14.1  After
the contribution has been funded into the Joint Venture completely following the
provision in article 11, the Joint Venture should issue capital contribution
certifications to both parties within fifteen days (15) following issuance of
capital contribution verification report.
  14.2  Both
parties have full right as shareholder of the Joint Venture, including but not
limited to receipt of dividend, preemptive right for other party’s equity
transfer as prescribed in article 15, participation of increase in registered
capital division of  remaining assets in accordance with ownership
proportion of equity in liquidation.
  Article
15  Equity transfer
  15.1  During
the term of this contract, no Party may transfer, sell, assign, give or
otherwise dispose of all or any part of its equity interest in the Joint Venture
without the express prior written consent of the other Party. The equity
interest owned by each Party shall be free and clear of any and all
encumbrances, security and/or liens of any nature whatsoever.
  Neither
Party can sell its ownership to the third Party with terms and conditions better
than the offer to the other Party to the Joint Venture. Hainachuan hereby agrees
that even though the proposed equity need to list in property rights transaction
centre, Great Genesis still has the foregoing preemptive right.
  15.2  When
one Party to the Joint Venture assigns, or transfers all or part of its equity
interest (hereinafter referred to as “Proposing Party”), a written notice of
such proposal should delivered to the other Party previously, including the name
of third party, purchasing price, and the other material terms and conditions.
The Party entitled to preemptive right should notify Proposing Party within
thirty (30) days after receipt of the written notice, to clarify (i) whether
exercise preemptive right to purchase such equity interest, or (ii) if not
exercise the preemptive right, agree or disagree such equity transfer. If such
notification is not delivered to the Proposing Party in the foregoing period,
thus such transfer transaction shall be deemed to be agreed. A copy of such
transaction agreement between Proposing Party and assignee and consideration
payment vouchers should be given to the other Party.
  9
  Exhibit
10.21
 15.3  Neither
Party can create security and/or liens of any nature whatsoever on its total or
partial equity interest, except with prior written consent of the other Party,
the approval of the Board of Directors, and the approval of the original
approving authority ( if needed).
  15.4  If
a transaction described in 15.2 has occurred, the assignee should surrender a
written commitment to comply with this contract and the Articles of Association
of the Joint Venture. The Joint Venture’s contract and Articles of Association
should be amended accordingly.
  15.5 Even
though any party may cease to be a shareholder of the Joint Venture due to
equity transfer transaction in article 15, the Confidentiality provision should
still be complied with by such party.
  15.6  Notwithstanding
all provisions in this contract, any transfer transaction is still subject to
the approval of the appropriate authority. Such equity transfer transaction and
preemptive right are also subject to applicable Chinese law.
  Article
16  Increase and decrease of registered capital
  16.1  Any
increase of registered capital will need the unanimous approval of all
directors, or the written approval from Board of directors as provided in
article 29.5.
  16.2  In
case of any increase of the registered capital, each Party shall have the right
to subscribe to the amount of such additional capital in accordance with its
respective proportional equity interest at the time. If any party waives its
right to subscribe the amount of additional capital in writing, or neither
subscribe such capital nor deliver a waives notice within thirty (30) days
following expiry of the relevant subscription period, the other Party may
subscribe to such capital, in which event appropriate adjustments shall be made
to the ratio of the equity interest of the Parties.
  16.3  Any
increase of the registered capital or change in equity interest proportion of
the Joint Venture (including but not limited to change of shareholders) should
be approved by the original approval authority.
  16.4  In
case of any decrease of the registered capital resulted from changes to the
scale of operation or total investment, an unanimous approval of all directors
and the approval from the original approval authority will be
needed.
  Article
17  Loans and financing of the Joint Venture
  The Joint
Venture may obtain finance from domestic or foreign banks or other non-bank
financial institutions according to its operation needs. The Joint Venture may
pledge its assets to obtain such loan, upon the approval of Board of directors.
If shareholders’ guarantee is needed, both Parties should provide such guarantee
based on their equity interest proportion respectively.
  10
  Exhibit
10.21
 Upon
written consent, both Parties may fund the Joint Venture in other methods that
accord with applicable Chinese laws and regulations, including but not limited
to increase of the registered capital.
  Chapter
8 Technology and trademark
  Article
18  Technology license and assistance
  Great
Genesis will authorize the Joint Venture to use its technology free of charge,
and provide technical assistance to build the R&D institution and promote
its capacity. The Joint Venture shall pay direct cost (such as tooling, molding,
sample developing, documenting) for technical assistance as provided in
separate agreement.
  Article
19  Prohibition of usage of technology
  Hainachuan
committed here not to use or make its affiliate company to use or to disclose to
any other entities any technology or technical material from Great Genesis or
its Related parties at anytime anywhere.
  Article
20  Trademark
  The Joint
Venture may use the trademarks of Hainachuan’s or Great Genesis’ or its own. For
usage of Hainachuan’s or Great Genesis’ trademark, separate agreement will be
needed. By bearing the applicable legal liability and responsibility, the Joint
Venture may use such trademark free of charge.
  Article
21  Prohibition of usage of trademark
  Hainachuan
and Great Genensis committed here not to make its affiliate company to register,
or to register a similar trademark, or deemed similar word, phrase, signal, or
logo that provided to the Joint Venture from Great Genesis or its Related
parties at anytime.
  Chapter
9 purchase and sales
  Article
22  Purchase
  All of
the production equipments, raw materials, parts in process, and services which
are needed by the Joint Venture may be purchased both in China and overseas at
the discretion of the Joint Venture. Upon request from the Joint Venture, both
Parties should assist on selecting appropriate suppliers.
  Article
23  Sales
  11
  Exhibit
10.21
 23.1  With
the assistance of Hainachuan, the Joint Venture shall do its best to obtain
supply business from Beiqi holdings and Related parties of Hainachuan.
Hainachuan shall do its best to support the Joint Venture to be a long-term
supplier of Beiqi holdings and Related parties of Hainachuan.
  23.2  Upon
request from the Joint Venture, Great Genesis should support the Joint Venture
to develop its business through its sales platform.
  23.3  Great
Genesis agreed to transfer all its business in Beiqi holdings and Related
parties of Hainachuan into the Joint Venture presently, upon establishment of
the Joint Venture, and upon approval from Beiqi holdings and Related parties of
Hainachuan.
  Chapter
10 Board of Directors
  Article
24  Establishment of the board of directors
  The Joint
Venture shall establish a board of directors. The date of registration of the
Joint Venture shall be the date of the establishment of the board of directors
of the Joint Venture.
  Article
25  highest authority
  The Board
shall be the highest authority of the Joint Venture, entitled to decide all
major issues, and monitor the operation of the Joint Venture
entirely.
  Article
26  Constitution of the Board
  26.1  The
Board shall consist of seven (7) directors, of which, there will be one (1)
chairman and one (1) deputy chairman.
  26.2  Among
those directors, four (4) shall be appointed by Great Genesis, including a
deputy chairman, and three (3) by Hainachuan, including a
chairman.
  26.3  If
there is any adjustment on equity interest proportion, the constitution of the
Board should be adjusted accordingly subject to negotiation.
  Article
27  Term and right of directors
  27.1  Each
director shall be appointed for a term of three (3) years and may serve
consecutive terms if re-appointed by the nominating Party. If any director on
the Board is removed by the nominating Party, a successor shall serve out such
director’s remainder term. When a director served out his or her term or be
removed on his or her term by the nominating Party, the Party shall submit a
written notice of the new director’s candidate to the Joint Venture, upon such
delivery, the newly appointment will be effective immediately.
  27.2 
Should the Chairman be unable to perform his/her responsibilities for any
reason, the deputy chairman shall perform such responsibilities in the
Chairman’s stead.
  12
  Exhibit
10.21
 27.3  The
chairman shall not concurrently serve in other position of management other than
General manager, deputy General manager, or Chief financial
officer.
  Article
28  Chairman and deputy chairman
  28.1  Responsibility
of Chairman are as following:
  a. to be
the Legal representative of the Joint Venture
  b. to
call on and preside over Board meetings
  c. to
examine the execution to the resolutions of Board meeting, debrief the daily
operating activities and management by General manager of the Joint Venture,
have right to require explanation, to comment and guide on the Joint Venture’s
report.
  d. to
sign or authorize to sign relative documents required to be signed by
the  Legal representative of the Joint Venture in accordance with
applicable Chinese laws and regulations.
  e. other
rights  approved by official Board meetings, this Contract or Articles
of Association.
  28.2  For
any matters that are subject to the approval of Board meeting, unless officially
approval by the Board of directors, the Chairman cannot  take action
or sign any documents at his/her solely discretion.
  Article
29  board meeting
  29.1  The
Board meeting shall be held at least once each year. The Chairman shall be
responsible for calling on and presiding over Board meetings. Initiated by more
than one third (1/3) of directors, the Chairman can call on a temporary board
meeting for matters subject to discussion.
  29.2  A
notice of Board meeting should be delivered to each Board member fifteen (15)
days prior to such meeting, to notify the time, date, place
and  agenda. Only matters notified in such method can be subjects of
resolutions in the Board meeting, unless the directors present at the Board
meetings approve other matters for resolution.
  29.3  More
than two thirds (2/3) of total number of directors present shall constitute a
quorum necessary for the conduct of business at a meeting of the Board
(including temporary board meeting). If a Board member is unable to attend a
Board meeting, he or she may issue a written proxy and entrust a representative
to attend the meeting and vote on his or her behalf. The Board may invite
General manager, deputy General manager and Chief financial officer to be
present at the meeting of the Board, if they are not members of the Board. If
they are concurrently serve as a director of the board, they shall not vote for
any matter involving or relating to themselves.
  29.4  Detailed
minutes shall be made for each meeting of the Board of Directors and be signed
by all directors and proxies present at the meeting. Minutes shall be kept by
the Joint Venture during its term of existence.
  13
  Exhibit
10.21
 29.5  Upon
unanimous approval of the directors, resolutions can be approved by fax,
correspondence or other written form. Such resolution can be signed respectively
by each directors, and have same effectiveness with those resolutions approved
in a formal meeting.
  29.6  All
resolutions and minutes shall be prepared in Chinese.
  Article
30   Powers of the Board
  30.1  The
unanimous approval of all directors (or representative entrusted) shall be
required in connection with the following issues:
  a.
Amendment of the articles of association of the Joint Venture;
  b. Merge,
separation, dissolution, liquidation, bankruptcy, termination, term extension or
conversion of the Joint Venture; set up a liquidation committee to liquidate and
dissolve the Joint Venture.
  c.
Increase and decrease of the Joint Venture’s registered capital;
  d.
Transfer or pledge all or part of any Party’s interest in the Joint Venture
Company’s equity;
  e.
Establish a subsidiary or branch or other operating site or invest in other
entities, or acquisition of any other enterprise;
  f. To
support or provide pledge by the Joint Venture’s assets for any other third
Party’s loan from commercial bank ;
  g. Any
other matter requiring unanimous approval by the Board.
  30.2  The
following issues require approval by at least two third (2/3) of Directors (or
representative entrusted) present at the meeting:
  a. Middle
and long-term plans, annual operating plan and investment project;
  b. Annual
budgets, financial reports and annual report;
  c.
Operating and management policy, material bylaws;
  d. Profit
distribution, reserves appropriation;
  e. open,
close or change of bank account;
  f.
Appointment of the General Manager, Deputy General Manager and Chief Financial
Officer and determining their compensation;
  g. Major
contracts, entrust, authorization or commitment;
  14
  Exhibit
10.21
 h.
Extra-budgetary investment or purchasing over an amount of RMB
500,000
  i. Any
other matter that the Board deems substantial.
  30.3  Chairman
and deputy chairman have same voting right with other directors.
  30.4  For
any Party’s termination of this contract, which requires approval by the Board,
the directors appointed by such Party should agree to such termination,
otherwise this will constitute a breach of this contract by such party. In this
case, the Party which breaches this contract should bear the liabilities
provided in this contract (including but not limited in terminate this
contract), plus USD $300,000 for compensation.
  30.5  The
Compensation of directors or its representative (if any) are borne by relative
Parties. Any costs occurred for Board meeting shall be reimbursed from the Joint
Venture according to its accounting bylaw, in USD or RMB in cash.
  30.6  The
directors of the Joint Venture take no personal and individual liabilities
responsibilities for their normal operating activities. The Joint Venture should
do its best to keep them free from any claim or accusation under applicable
Chinese laws and regulations, unless such activities are intentional,
negligently, or nonfeasance.
  30.7  Each
director, including Chairman and deputy chairman, should take his/her
responsibility in accordance with this contract and Articles of
Association.
  30.8  Each
director should perform their obligations faithfully to avoid any conflict of
interest, including but not limited to:
  a.
Business trade between the Joint Venture and such director, or entities (other
than Related parties of both Parties) in which director has interest in, unless
it is approved by Board of directors.
  b.
ownership of interest in competitors of the Joint Venture (other than Related
parties of both Parties), or
  c. obtain
interest from entities other than the Joint Venture, Related parties of both
Parties, and attempt to influence the Joint Venture.
  Chapter
11 Supervision Committee (independent supervisors)
  Article
31   Appointment of Supervisor
  The Joint
Venture shall set up a Supervision Committee which shall be composed of three
members, of which one shall be appointed by Hainachuan, one shall be appointed
by Great Genesis, and one shall be elected by conference of the representatives
of the workers and staff, or other democratic ways of election. Each Supervisor
has a term of three years, and may be renewed by the appointing
Party.
  15
  Exhibit
10.21
 The
Supervision Committee shall appoint a chairman, who shall be elected by the
Supervisors.
  Article
32   Right of Supervisor
  Supervisors
shall perform their rights according to the applicable Chinese laws and
regulations and act in consent.
  Chapter
12 Operating and Management Structure
  Article
33   nomination, appointment and term of Management
  33.1  The
Joint Venture shall have one (1) general manager, one (1) deputy general
manager, and one (1) deputy general manager who shall concurrently serve as
chief financial officer.
  33.2  The
General manager and deputy general manager should nominated by Great Genesis,
while the deputy general manager who shall concurrently serve as chief financial
officer should be nominated by Hainachuan. Such management shall be
appointed by Board.
  33.3  Such
management shall have a term of three years, and may be renewed by
the  Board.
  Article
34   Management structure and responsibility of General
Manager
  34.1  The
responsibility of the General manager is to execute all the resolutions of the
Board meeting, organize and guide daily operating activities and management.
Deputy general managers are to assist the General Manger. The management
can set a few department managers to be in charge of all departments and handle
the matters required by the General manager and Deputy general manager and be
responsible to the General manager and Deputy general manager.
  34.2  The
responsibility of other management is regulated in the bylaw which subject to
the approval of Board.
  34.3  The
responsibility of chief financial officer is to be in charge of the Joint
Venture’s accounting and financial affairs and to report to the
Board.
  34.4  The
General Manager, Deputy general managers, and chief financial officer may be
removed at any time by resolution of the Board of Directors for his or her
malpractice or dereliction of duty.
  Chapter
13 Operating location
  Article
35   Working location
  Both the
Parties agreed to build workshop in CaiYu economic development region, CaiYu
town, Daxing distric, Beijing and start construction within one year from
establishment of the Joint Venture.
  16
  Exhibit
10.21
 Chapter
14 Labor Management
  Article
36 employment contract
  The Joint
Venture shall sign employment contract with the employees recruited, in
accordance with the related laws and regulations stipulated by China and
Beijing City. No employees of the Joint Venture except those dispatched by
either Hainachuan/or Great Gensis, shall maintain any employment relationship,
whether contractual or otherwise, with any third Party during their employment
with the Joint Venture. In the event any such employee is found to be
maintaining an employment relationship with any third party, the Joint Venture
shall have the right to terminate the employment of such employee at any time
without any liability.
  All
personnel of the Joint Venture shall be subject to confidentiality obligations
concerning information obtained from the Joint Venture and all Parties and shall
be strictly forbidden from disclosing any of such information to any third Party
without the prior authorization and approval of the general manager and the
deputy general manager.
  Article
37   Compensation and welfare
  37.1  Employee’s
compensation and welfare should be stipulated in the employment contact,
which shall comply with the related Chinese laws and regulations.
  37.2  The
Joint Venture should assist the foreign staff in handling visa, work certificate
and travel formalities.
  37.3  The
compensation and welfare of general manager, deputy general manager and chief
financial officer:
  a. shall
be determined by the Borad. Deputy general manager and chief financial
officer’s compensation should be 80% of general manager’s
compensation.
  b. shall
pay to relative Parties monthly by the Joint Venture, then pay to individual by
the Parties.
  Article 38Recruiting
and training
  38.1  The
Joint Venture shall recruit domestic or foreign employees for its
operation.
  38.2  The
Joint Venture shall provide applicable training to employee, and such expenses
shall be charged to the Joint Venture.
  Chapter
15 Labor Union
  Article
39   Set up on labor Union
  17
  Exhibit
10.21
 The Joint
Venture shall establish the basic labor union to engage in labor activities
according to “the Labor Law of People Republic of China” and “China Labor Union
Regulations”. The Joint Venture will provide the essential activity necessities
for its labor union.
  Article
40   Function of labor Union
  Labor
union will be established in accordance with applicable Chinese laws and
regulations to protect employee’s benefits and to assist the Joint Venture’s
operation.
  Chapter
16 Tax Affairs, Financing, Accounting and financial statements
auditing
  Article
41  Tax Affairs
  41.1      The
Joint Venture should pay all the taxes required according to the related laws
and stipulations of the People’s Republic of China.
  41.2      The
staff members of the Joint Venture should pay individual income tax according to
Individual Income Tax Law of the People’s Republic of China.
  Article 42
 Financing and accounting policies
  42.1      The
fiscal year of the Joint Venture starts from the 1st day of January and ends on
the 31st day of December of each year.
  42.2      The
Joint Venture shall adopt RMB as the standard bookkeeping currency
  42.3      All
the accounting certificates, documents, reports and account books should be
written in Chinese.
  42.4  Within
90 days of a fiscal year end, General Manager shall submit the previous year’s
balance sheet, profit and loss statement and cash flow statement reviewed and
signed by a CPA to the Board of Directors for review and approval.
  Article 43 Financial
statement audit
  43.1      For
accounting and auditing, the Joint Venture should hire accountants and auditors
registered in the People’s Republic of China, and report these results to the
Board of Directors and the General Manager.
  43.2  In
case a Party considers it is necessary to employ a foreign auditor registered in
another country to undertake annual financial checking and examination, the
other Party shall give its consent.  All the expenses thereof shall be
borne by such Party.
  Chapter
17 Allocation of Profit
  Article
44  Principle of profit allocation
  18
  Exhibit
10.21
 The Joint
Venture shall set aside reserve fund, expansion fund of the Joint Venture and
welfare funds and bonuses for employee from the Joint Venture’s after-tax
profit, the ratio of which shall be determined by the Board. The ratio of
reserve fund to the Joint Venture’s after-tax profit shall not be lower than
10%.
  The
distributable profit, which is the profit after above three funds have been
allocated, shall be distributed to the Parties in proportion to their
contributions to the registered capital.
  Article
45  Accocation of prfit
  The
profit shall be distributed to the Parties within 30 days after the distribution
plan  approved by the Board.
  Current
year profits shall not be distributed before losses from previous year have been
made up. Undistributed profits of previous year may be carried over to and
distributed in current year.
  Chapter
18 Duration, Dissolution, Liquidation of the Joint Venture
  Article
46  Term of operation
  46.1  The
term of this Joint Venture is thirty (30) years, from the date of the issuance
of  the business license.
  46.2      The
term of this Contract may be extended with the approval of all parties six
months prior to the expiration of this contract.
  Article
47  Termination of this Contract
  With the
unanimous agreement of the Board of Directors and approval of the original
approval authority, the Joint Venture can be terminated prior to the initial
term or this contract may be terminated in advance if it cannot be executed for
reason of force majeure or the Joint Venture suffers losses in consecutive years
and is incapable of going on with the business for certain reasons.
  Article
48  If termination
  If one
party does not perform the obligations stipulated by this contract and the
Article of Association, or seriously breaches the contract and the Article of
Association and this causes in the Joint Venture to be unable to operate or
unable to achieve the targeted objective in this contract, it shall be
considered single-party termination of this contract by the breaching party.
Other than the right to reclaim penalty from the breaching party, the other
party has the right to terminate this contract upon report to and approved by
the original approved authority according to the stipulation in this contract.
If the parties agree to continue the operation, the breaching party shall
compensate the Joint Venture’s losses.
  19
  Exhibit
10.21
 Chapter
19 Insurance
  Article
49  Insurance
  Each item
of insurance of the Joint Venture shall be sourced from the insurance companies
in China .The insurance category; value and term shall be handled in accordance
with the insurance laws and regulations of People’s Republic of
China.
  Chapter
20 Confidentiality
  Article
50  Confidentiality
  Each
Party shall maintain the secrecy and confidentiality of and not disclose to any
third person or party, directly or indirectly, any proprietary information or
any secret or confidential information which is disclosed by the Joint Venture
or the other Parties, except where the information properly comes into public
domain.
  The
Parties hereto shall cause their directors, senior staff and other employees to
comply with the confidentiality obligations.
  Without
the approval of the Board of Directors, the Joint Venture shall not disclose
proprietary information concerning the Joint Venture to any persons or entities
except to both Parties during the valid term of this Contract (excluding
information which is required to be reported to officials or departments of the
Chinese government), unless such information is already in the public domain.
For business purpose, the Joint Venture may disclose proprietary information to
any third Party company under a nondisclosure agreement with this third Party
company.
  This
Chapter shall survive for five (5) years after the expiration or termination of
this Contract and the termination or dissolution of the Joint
Venture.
  Both
Parties to this Contract shall cause their appointed directors to the Joint
Venture to require the Joint Venture personnel to execute appropriate contracts
or agreements to maintain the secrecy of proprietary and confidential
information of the Joint Venture.
  The Party
Breaching the obligations of confidentiality shall be liable for damages
suffered by the other Parties.
  Chapter
21 Amendment, Termination and Dissolution of the Joint Venture
  Article
51  Amendment of this Contract
  The
amendment of this contract or its appendices shall come into force only after a
written agreement has been signed by both Parties and approved by the original
approval authority.
  Article
52  Termination of this Contract
  20
  Exhibit
10.21
 52.1  With
the unanimous agreement of the Board of Directors and approval of the original
approval authority, the Joint Venture can be terminated prior to the initial
term or this contract can be terminated in advance if this contract cannot be
executed for reason of force majeure or the Joint Venture suffers losses in
consecutive years and is incapable of going on with the business for certain
reasons.
  52.2  If
one party does not perform the obligations stipulated by this contract and the
Article of Association, or seriously breaches the contract and the Article of
Association and this causes in the Joint Venture to be unable to operate or
unable to achieve the targeted objective in this contract, it shall be
considered single-party termination of this contract by the breaching party.
Other than the right to reclaim penalty from the breaching party, the other
party has the right to terminate this contract upon report to and approved by
the original approval authority according to the stipulation in this contract.
If the parties agree to continue the operation, the breaching party shall
compensate the Joint Venture’s losses.
  Article
53  Liquidation of this Contract
  53.1  If
this Contract is terminated for any reason, the Board of Directors shall present
liquidation principle, liquidation procedure and establish a Liquidation
Committee to liquidate the Joint Venture.
  53.2  The
Liquidation Committee shall determine the reasonable disposal price of the
assets of the Joint Venture by reference to the fair market value.
  53.3  After
the discharge of all debts of the Joint Venture, the remaining assets of the
Joint Venture shall be distributed as follows:
  Distributions
to the Parties to the Joint Venture shall be in proportion to the capital
contribution they subscribe in the registered capital;
  Reserve
fund and expansion fund shall be distributed to the Parties in proportion to the
capital contribution they subscribe in the registered capital; Welfares and
bonuses fund shall be distributed to the employees on list.
  53.4  After
the completion of all liquidation proceedings, the Liquidation Committee shall
issue a final report, which shall be approved by the Board of Directors,
undertake the cancellation of registration and submit the business license to
the original registration authorities.
  Chapter
22 Force Majeure
  Article
54  Force Majeure
  As the
consequence of force majeure, such as earthquakes, typhoons, floods, fires, wars
or other natural calamities, which can not be predicted, or the happening or
consequence of which can not be prevented or avoided, and directly affects the
execution of this contract, or execution of this contract according to the terms
stipulated in the contract, the Party that encounters the force majeure should
notify the other Party by cable of the actual situation of the accident, and
provide valid documents to certify the detailed happenings of the accident
and  the reasons of its inability to fulfill or completely fulfill, or
the necessity to postpone, the fulfillment of this contract , should be
submitted to the other Party within 7 days of the accident , and certified by
the notarization department of the region where the accident took place.
Disputes arising out of cases of force majeure shall be resolved through
negotiations between the two Parties as to whether to terminate the contract or
partially release the obligations of the affected party, or postpone the
fulfillment of the contract according to the effect of the accident on the
fulfillment of the contract.
  21
  Exhibit
10.21
 Chapter
23 The Liabilities for Breach of Contract
  Article
55  The Liabilities for Breach of Contract
  55.1  Failure
by any Party to make the full capital contributions subscribed for pursuant to
this Contract shall be liable for breach of this Contract. In such event the
breaching Party shall pay damage to the non–breaching Party .
  55.2  Any
Party who otherwise breaches this Contract shall be liable to the other Parties
for all losses suffered by the other Parties as a result of such breach. Should
all or part of this Contract be unable to be performed owing to the fault of one
Party hereto, the Party at fault shall be liable to the other Parties for losses
thus caused to such other Parties.
  55.3  Termination
of this contract do not affect the claim or its effectiveness from any
Party.
  Chapter
24 Divisibility
  Article
56  Divisibility
  If any
clause or conditions be of no effect, illegal, or non-enforceable, the other
clauses and conditions will remain effective.
  Chapter
25 Dispute Solution
  Article
57  Dispute Solution
  57.1  Any
dispute arising from this contract or relating to this contract shall negotiated
between Parties.
  57.2  For
those disputes not settled within thirty (30) days, it should be submitted to
Chinese International Economic and Trade Arbitration Committee whose decision
shall be final and legally binding upon both Parties, and be arbitrated
according to the valid and current arbitration rule upon the application
time..
  22
  Exhibit
10.21
 57.3  During
the process of arbitration, this contract should be executed with no
interruption, except for those parts relating to discrepancies under
arbitration.
  Chapter
26 Not an agency
  Article
58  Not an agency
  No Party
or the Joint Venture should deemed as an agency of other Party or both
Parties.
  Chapter
27 Applicable Law and Validity of the Contract
  Article
59  Applicable Law
  59.1  The
signing, validity, explanation and implementation of this contract should be
governed by the Laws of the People’s Republic of China.
  Article
24.1      The contract and its appendices shall
have the same force. All the articles of the contract including its appendixes
stipulated under the Contract, are indispensable parts of this
contract.
  Article
60  Validity of the Contract
  The
contract and its appendices shall come into force commencing from the date of
approval of the administration department of the People’s Republic of
China.
  Chapter
28 Representation and warranty
  Article
61   Representation and warranty
  61.1  Except
otherwise indicated, both Parties hereby represents and warrants
that:
  a. Great
Genesis and Hainachuan are limited liability companies duly incorporated and
valid existing in good standing under the law of Hong Kong SAR and China,
respectively.
  b. Both
Parties have all requisite power and authority and all necessary licenses and
permits to execute and perform this Contract, all of the Appendixes attached
hereto, the Articles of Associations, and any agreement and documents referred
to in this Contract to which it is a Party and will be bound by the terms and
conditions therein.
  c. Each
Party’s representative, whose signature is affixed to this Contract, has been
fully authorized to execute this Contract pursuant to a valid power of
attorney.
  d. Each
Party’s execution, and performance of this Contract, the Articles of Association
and any other agreements and documents contemplated hereafter will not violate
any of its constitution documents, any of its other agreement or obligation, or
any currently effective law, regulation or decree of its jurisdiction of
organization or incorporation that may be applicable to any aspect of the
transactions contemplated hereafter.
  23
  Exhibit
10.21
 e. No
conflicts. To the best of each Party’s knowledge, its performance of this
Contract does not conflict with any other agreement to which it is bound and,
while performing this Contract, will not knowingly enter into any other
agreement in conflict with this Contract or which would impair the ability of
performing this Contract.
  61.2Each Party who
breaches the above representation and warranty will compensate the other
Party.
  Chapter
29 Assignment
  Article
62  Assignment
  This
Contract and its stipulation, clause or condition hereunder shall be binding
upon and inure to the benefit of the successors and permitted assigns of each
Party hereto. Neither this Contract nor any stipulation, clause or condition
hereunder shall be assignable or subcontracted by the Joint Venture without each
Party’s prior written consent.
  Chapter
30 Others
  Article
63  Language of the text
  This
contract is written in Chinese in six (6) original copies.
  Each
Party and the Joint Venture should retain one (1) copy and other copies are for
approval and registration by applicable authorities.
  Article
64  Notice.
  64.1  Any
notices, if sent by fax or email and relating to the rights and obligations of
the two Parties, should be notified by written letter to following
address:
  Beijing
Hainachuan Auto Parts Co. Ltd.
  Add: 31
NanWei Road, WuanWu distric, Beijing, People’s Republic of China.
  100050
  Tel:
(86)10-63132249
  Fax:
(86)10-63132253
  24
  Exhibit
10.21
 Great
Genesis Holdings Limited
  Add: No.
1 Guanshan 1st Road, Henglong Building, Wuhan, Hubei Province,
P.R.C
  Tel:
(86)27-59818509
  Fax:
(86)27-59808808
  64.2  For
any changing in contact information, prior written notice shall be
needed.
  Article
65  Title
  The title
of this Contact only is for purpose of reference, and shall not have other
meaning or influence to this Contract.
  Article
66  Translation
  The Joint
Venture should responsible for translation from English into Chinese for those
material provided, and to avoid any error or misunderstanding.
  Article
67  Entire Agreement
  This
Contract represents the entire understanding between the parties with the
respect to its provisions and cancels and supercedes all prior agreements or
understandings, whether written or oral, with respect to the subject matter.
This Contract may only be modified or amended by an instrument in writing signed
by duly authorized representatives of the parties.
  Article
68  Waiver
  Failure
to enforce any of the terms or conditions of this Contract shall not constitute
a waiver of any such terms or conditions, or of any other terms or
conditions.
  Article
69  costs and expenses
  Any costs
and expenses arise from this Contract should charged to each Party. Any costs
and expenses arising from the Joint Venture’s approval and registration should
charged to the Joint Venture.
  Article
70  The Joint Venture’s Articles of Association
  In the
event of any conflict or contradiction between the terms of this Contract and
any of the provisions of Articles of Association, the provisions of this
Contract shall govern and prevail, and in accordance with applicable Chinese
laws and regulations.
  25
 Exhibit
10.21
  
  IN
WITNESS WHEREOF, the Parties hereto cause their authorized representatives to
execute this Agreement at Beijing City on the date first above
written.
  
  Beijing
Hainachuan Auto Parts Co. Ltd. (Sealing)
  Signature:
  Name:
Xinmin Guo
  Position:
Chairman of Board
  
  Great
Genesis Holdings Limited (Sealing)
  Signature:
 Name:
Hanlin Chen
  Position:
Chairman of Board
   26