Exhibit 10.9


 


Chang
An Ford Mazda Automobile Co., Ltd.


 


Dealership Contract


 

















 


Preamble


 


This
contract (this “Contract”) is entered into for the purpose of establishing an
authorized automobile dealer integrated with the functions of Product sale,
supply of services and spare parts for the Products as well as information
feedback in respect of the Products.


 


Article 1
Parties to the Contract


 


This
Contract is entered into by and between Chang An Ford Mazda Co., Ltd., a
corporation established under the laws of the People’s Republic of China (“PRC”)
with its registered office at No. 1 Changfu West Road, Yuanyang Town,
North of Chongqing City (the “Company”) and
                              ,
a company established under the laws of PRC, with its registered office at
                            (the
“Dealer”) on [insert date] in [insert place of execution]. 
This Contract shall be executed in four counterparts with each of the
parties to hold two.


 


The
Company is the supplier of the Products, which intends to sell the Products in
the PRC (excluding the Hong Kong Special Administrative Region, Macaw Special
Administrative Region and Taiwan).


 


The
Dealer intends to obtain from the Company the right to sell the Products in an
agreed territory to act as an authorized dealer of the Company.


 


The
Company agrees to grant the Dealer a right to sell the Products in a particular
region in the PRC (excluding the Hong Kong Special Administrative Region,
Macaw, and Taiwan) on a non-exclusive basis.


 


Article 2
Owner, General Manager, Authorized Representative, Ownership Structure of the
Dealer


 


The
Company entered into this Contract with the Dealer based on the following
representations:


 


1.
The following person is the owner and significant shareholder of the Dealer:


 


The
former applicant:                                                


 


The
significant shareholder (or owner) of the former applicant:                               


 


Name
of the legal representative:                                                                        


 


ID
Card No.:                                                                                            


 


The
proportion of the shares it holds in the total amount of the investments
contributed by the shareholders of the Dealer: 99.9%


 


2.
The following person is the general manager of the Dealer, who shall have
sufficient right in the management of the business and operation of the Dealer:


 


Name
of the general manager:                                                               


 


2

















 


ID
Card No.:                                                                                          


 


Domicile
address:                                                                                  


 


3.
The following person is the authorized representative of the Dealer, who shall
have the right to deal with all the business activities and any other
transactions between the Company and the Dealer under this Contract, and shall
have the capacity, qualification and authority to sign contracts with the
Company and assume obligations of any nature to the Company, in each case, on
behalf of the Dealer:


 


	
  Name
  of the legal representative:

  	
   

  
	
   

  	
   

  
	
  ID
  Card No.:

  	
   

  
	
   

  	
   

  
	
  Domicile
  address:

  	
   

  
	
   

  	
   

  
	
  Name
  of the general manager:

  	
   

  
	
   

  	
   

  
	
  ID
  Card No.:

  	
   

  
	
   

  	
   

  
	
  Domicile
  address:

  	
   

  
	
   

  	
   

  
	
  4.
  The ownership structure of the Dealer

  	
   

  
	
   

  	
   

  
	
  Registered
  capital: RMB

  	
   

  



 


Names
and shareholding percentages of each investor:


 


 


 


Article 3
Change of the Shareholding Structure, General Manager and Legal Representative of
the Dealer


 


Any
change of the shareholding structure, the general manager or the legal
representative of the Dealer shall require prior written consent of the
Company, other than any change due to death of any of the above mentioned
person, provided that the Dealer shall promptly notify the Company of the
same.  Any above change, consent or
notice shall be incorporated into this Contract as the appendices hereto.  The Dealer shall provide the Company with a
prior written notice with respect to any probable change of the ownership or
management right, and shall notify the Company immediately of any death or
incapacity of any person listed in Article 2.  Unless and until any appropriate written
amendment to or agreement for the assignment of this Contract has been duly
executed and delivered to the Company and the Dealer, no amendment, notice or
any assignment of any rights or interests hereunder may become effective.  In case of any failure by the Dealer to
obtain from the Company the prior written consent to such amendment and
assignment, the Company shall be entitled to terminate this Contract in
accordance with Article 21 hereof.


 


3

















 


Article 4
Interpretations and Definitions


 


1.
Interpretations [intentionally omitted]


 


2.
Definitions


 


In
this Contract:


 


(1) “Company”
means Chang’an Ford Mazda Co., Ltd., with its principal office located at No. 1,
Changfu West Road, New District, North of Chongqing City, PRC.


 


(2) “Dealer”
means the party indicated in Article 1 who enters into this Contract with
the Company.


 


(3) “Owner
of the Dealer” means the entity or person listed in Article 2.4 hereto.


 


(4) “General
Manager of the Dealer” means the person listed in Article 2.2 hereto.


 


(5) “Authorized
Representative of the Dealer” means the person listed in Article 2.3
hereto.


 


(6) “Vehicles”
means the brand new Products of various models listed in Schedule [·].


 


(7) “Products”
means all Vehicles, Original Spare Parts and any other products provided by the
Company to the Dealer for it to directly sell to users.


 


(8) “Original
Spare Parts” means any accessories or spare parts (i) supplied by the
Company or any Affiliate of the Company with the approval of the Company, or (ii) produced by any other
companies in accordance with the standard designated by the Company, which have
been tested and accepted by the Company and labeled with the relevant trademark
to indicate they are the “Products” hereunder.


 


(9) “Affiliate”
means Mazda Motor Corporation, Ford Asia-Pacific Automobile Holding Co., Ltd.,
Ford Motor (China) Co., Ltd., Chang’an International Corporation, and any
other companies related to Mazda Motor Corporation.


 


(10) “Dealer
Price” means the sum of all the prices and expenses payable by the Dealer to
the Company in accordance with Article 6 of this Contract.


 


(11)
“Dealer’s Facilities” means the business premises established in accordance
with Article 12 and Schedule [·] hereof.


 


(12)
“Agreed Delivery Place” means the Dealer’s Facilities or any other places
agreed by the Company and the Dealer for the delivery of the Products by the
Company.


 


(13)
“Dealer’s Business” means the business conducted by the Dealer within a specified
territory, including without limitation, promotion, retail sale and aftermarket
services in respect of the Products.


 


(14)
“Territory” means the regions listed in Schedule [·] and agreed by the Company to be the area where the Dealer is
authorized to sell the products and provide related aftermarket services.


 


(15)
“Services” means the inspection, testing, repair, adjustment, maintenance,
calibration and any other services in respect of new automobiles.


 


4

















 


(16)
“Client Directions” includes a product manual, maintenance manual,
advertisement manual and certain other documents for client’s reference.


 


(17)
“Trademark” means any trademarks, trade names or the name of the Company
legally used, registered or owned by the Company.


 


(18)
“Dealer’s Planned Sales Volume” means the annual average sales volume of the
Dealer estimated by the Company, while it neither represents the actual sales
volume of the Dealer nor the business target which should be achieved by the
Dealer in order to perform the obligations set forth under Article 9.2
hereunder.


 


(19)
“Mazda” means the Mazda Motor Corporation.


 


(20)
“Mazda Brand Autos” means Mazda brand automobiles of any models produced or
sold by the Company within the PRC.


 


Article 5
Right to Sell


 


1.
Vehicles


 


Subject
to the determination of the Company at its sole discretion, in accordance with
the standards set by the Company, that the Dealer has the capacity to perform
all its obligations hereunder, the Company shall agree to satisfy the Dealer’s
demand for Vehicles and the Dealer shall irrevocably agree to purchase from the
Company the Vehicles set forth under Schedule [·] hereto and sell the same to its clients.  The Company shall retain the right to reject
the orders of the Dealer, and may amend or cancel the Dealer’s orders in
accordance with the actual production capacity of the Company.


 


2.
Products


 


The
Company shall accept the Dealer’s orders and sell the Products to the Dealer in
accordance with the terms of this Contract. 
The Dealer agrees that the right to sell the Products granted to it
hereunder shall not be an exclusive distribution right.  The parties agree that in case of any
discrepancy between this Contract and any of its ancillary contracts, this
Contract shall prevail.


 


3.
Supply and Modification of the Products


 


Where
necessary, the Company may at any time (i) reduce the amount of or cease
any Product supply; (ii) change the design of the Products, or (iii) supply
any new Products or Products from different product line or of different series
or model, in each case, without prior notice to the Dealer and without any
liability or obligation to the Dealer.


 


The
Dealer is authorized hereunder and agrees to sell the Products only to the
clients who purchase the Products for their own use but not for resale and the
Company’s authorized dealers of the Products in the PRC and their
Affiliates.  The Dealer is prohibited
from selling the Products to non-authorized dealers and/or brokers.  Such restrictions shall not limit the right
of the Dealer to sell the Product outside of the Territory, provided that the
Dealer may only sell the Products to the person whose purpose of buying the
Products is to use the same in the PRC but not for export.


 


5

















 


Article 6
Price


 


The
price paid by the Dealer for the Products purchased from the Company shall be
determined by the Company, which shall be subject to adjustments made by the
Company without prior notice to the Dealer.


 


Article 7
Payment


 


Upon
receiving the payment from the Dealer or any other person on behalf of the
Dealer made in one of the following means selected by the Company, the Company
shall provide the Products to the Dealer in accordance with the relevant
requirements of the Company:


 


(1) in
cash;


 


(2) any
other means of payment agreed by the Company in writing.


 


Article 8
Delivery and Shipment of Products


 


1.
Agreed Delivery Place


 


(1) The
Company shall deliver the Products to the Dealer at the Agreed Delivery Place.


 


(2) Upon
delivery by the Company, the Dealer shall check the Vehicles and the Original
Spare Parts as well as the accompanying documents and tools.  If the Dealer finds any defect, damage or
fault, it may claim losses during the period agreed by the Company and the
Dealer.


 


2.
Obligations of the Dealer


 


Unless
otherwise agreed between the Company and the Dealer in writing, any freight and
any other expenses arising out of the delivery of the Products to the place
other than the Agreed Delivery Place shall be burdened by the Dealer.


 


3.
Rights of the Company


 


The
Company shall have the right to select the means of transportation and
transportation routes, and shall select a transportation company with good
reputation, transportation experience and expertise.  The Dealer agrees that the Company is not the
guarantor or insurer of the transportation company selected by the Company.


 


Article 9
Sales Responsibility and Performance


 


1.
Responsibility of the Dealer


 


The
Dealer shall proactively promote at its business premises the Vehicles to the
clients within the Territory and devote every effort to develop potential
clients in order to acquire reasonable market share.


 


The
forgoing provision shall not prevent the Company from supplying any Products,
directly or through any third parties, to any person other than the Dealer
within the Territory.


 


6

















 


2.
The Dealer’s Performance Evaluation


 


The
Dealer’s performance in respect of the sale of Vehicles during the period
determined by the Company shall be evaluated based on the reasonable standards
established by the Company, which shall include:


 


(1) The
proportion of the volume of the Vehicles sold by the Dealer within the
Territory to the following sales volume:


 


A.
the total volume of the automobiles sold by the Dealer within the Territory;


 


B.
sales target of the Vehicles proposed by the Company for the Dealer;


 


C.
the total volume of the Vehicles sold within the territory designated by the
Company.


 


(2) the
comparison of the sales performance between the Dealer and all the other
dealers


 


If
the Company does not satisfy with the performance of the Dealer, it shall
notify the Dealer in writing and provide the Dealer with reasonable opportunity
to explain.


 


Article 10
Service Responsibility


 


1.
General Responsibility


 


The
Dealer shall establish and maintain a well-trained and highly qualified service
team to provide high quality services at the Dealer’s Facilities to the owners
and users of the Products, including the owners and users of the Products
within the Territory (regardless of whether such Vehicles are sold by the
Dealer or any other dealers), in accordance with the standards and procedures
formulated by the Company.


 


2.
Check and Services Free of Charge Prior to the Product Examination and Delivery
[intentionally omitted]


 


3.
Maintenance and Repair Services


 


(1) The
Dealer shall provide periodical services requested by the owners or users of
the Vehicles at reasonable and competitive fee rates (regardless of whether
such Vehicles are sold by the Dealer or any other dealers) in accordance with
the Service Manual of Mazda Brand Autos designated by the Company.


 


(2) The
Dealer may also decorate the Vehicle (regardless of whether such Vehicles are
sold by the Dealer or any other dealers) in accordance with the reasonable
request of its owner or user, provided that such decoration shall not damage or
adversely affect the original function of the Vehicle.


 


4.
Quality Warranty and Service Plan


 


The
Dealer shall provide necessary quality warranty and service plan for the
Products (regardless of whether such Vehicles are sold by the Dealer or any
other dealers) in accordance with the Administrative Regulations
on Motor Vehicle Repair Industry, the Service Manual of designated
Mazda Brand Autos or the requirements of the Company on the owners or users of
the Products, and such service shall be based on the quality warranty standard
provided by the Company and any other provisions set forth in the notices of
the Company.


 


7














 


5.
Service Tools and Equipment


 


The
Dealer shall purchase and maintain in the Dealer’s Facilities service tools and
equipment required by the Company, as well as reasonably required special fault
diagnostic equipment and other tools and machinery.


 


6.
Performance Evaluation


 


During
the term of this Contract, the Company may conduct performance review against
the Dealer to determine whether the Dealer performs it obligations in a
satisfactory way.


 


7.
Dealer’s Obligation of Using the Original Spare Parts


 


The
Dealer shall proactively promote the Original Spare Parts to its Clients within
the Territory.


 


8.
Performance Evaluation on the Sale of Original Spare Parts


 


The
Dealer’s performance on the sale of Original Spare Parts during the period
determined by the Company shall be evaluated based on the reasonable standards
established by the Company, which shall include, but not limited to:


 


(1)
the proportion of the Dealer’s sales volume of the Original Spare Parts to the
sales target proposed by the Company to the Dealer;


 


(2)
the comparison of the sales performance between the Dealer and other dealers.


 


9.
Use of Original Spare Parts


 


The
Company encourages the Vehicle users to buy Original Spare Parts from the
Dealer and the Dealer shall only use Original Spare Parts in repairing
Vehicles.


 


Article
11 Liability Related to Product Quality Warranty


 


1.
Quality Warranty Provided by the Company


 


The
Company may inform the Dealer of the quality warranties applicable to the
Products in writing from time to time. 
Except for the quality warranties provided in accordance with this
Article 11, the Company does not provide any other express or implied quality
warranties to the Dealer or any client of the Dealer, and the Dealer shall not
mislead its clients into believing that the Company provides such other quality
warranties.


 


2.
Quality Warranty on Vehicles


 


The
Company provides quality warranties on the Vehicles to the clients of the
Dealer, which shall be implemented by the Dealer at its facilities.  The Dealer does not have the right to provide
any other warranties or guarantees with respect to the Vehicles on behalf of
the Company; provided, however, that the Dealer may provide additional
warranties or guarantees with respect to its repair work on the Vehicle it repairs.  The Company does not have any responsibility
or obligation with respect to such additional warranties or guarantees.


 


8

















 


3.
Quality Warranties on Original Spare Parts


 


The
Company shall provide quality warranties on the Original Spare Parts to the
Dealer.


 


4.
Modification of Products


 


(1)
Prior to the sale or delivery of the Vehicles to Clients, the Dealer shall not:


 


A.
make any additions, modifications, changes or adjustments that may adversely
affect the function, durability, stability, reliability, quality or safety of
the Vehicles;


 


B.
make or allow any other person to make any modification to the Vehicles or make
any additions, modification, changes or adjustments inconsistent with the
technology, machinery, function or any other specification provided by the
Company.


 


(2)
if the Dealer breaches Article 11.4, the quality warranty provided by the
Company shall terminate immediately, and if such Vehicle is sold by the Dealer,
the Dealer shall:


 


A.
inform its clients of the nature and degree of such additions, modifications,
changes or adjustments;


 


B.
inform its clients of the termination of the quality warranty in respect of
such Vehicle provided by the Company;


 


The
Dealer shall assume any and all liabilities with respect to the losses arising
from its breach of Article 11.4.


 


(3)
If the Dealer or any other person acting on behalf of the Dealer installs any
accessories, adds any equipment or maintenance equipment in or to the Vehicle
prior to the delivery of such Vehicle by the Dealer to the client, the Dealer
shall inform the client that the quality warranty provided by the company does
not apply to such accessories and additions.


 


(4)
In case of any additions, modifications, changes or adjustments to/of the
Original Spare Parts made by the Dealer or any other person permitted by the
Dealer without prior written consent of the Company, the quality warranty
provided by the Company on such Original Spare Parts shall immediately
terminate.


 


Article
12  Liability Related to Facilities


 


1.  Liability Related to Dealer’s Facilities


 


The
Dealer shall establish and maintain the Dealer’s Facilities and install
necessary equipment at the place designated by the Company.  Without prior written consent of the Company,
the Dealer may neither move its business premises to any other place, nor
establish any other business premises for the sale and service of the Products
in any other places.


 


Without
prior written consent of the Company, (i) the Dealer may not make any change or
modification to the area, interior layout or design of the Dealer’s Facilities;
(ii) the Dealer’s Facilities may not be used for purposes other than those
provided hereunder.


 


2.
Business Hour [intentionally omitted]


 


9

















 


Article
13 Other Liabilities of the Dealer and the Company


 


1.
Working Capital


 


The
working capital of the Dealer shall not be lower than the amount required by
the Company.


 


2.
Logo and Signage [intentionally omitted]


 


3.
Accounting System


 


The
Dealer shall comply with the applicable PRC laws and regulations, regardless of
adopting what kind of accounting system.


 


4.
Financial Report


 


Upon
request by the Company, the Dealer shall provide the Company with its balance
sheet and profit statement, and (i) provide a complete, accurate and true
statement regarding its financial condition, monthly and annual operating
results of the Products and its used automobile business, at the time and in
the manner designated by the Company; (ii) provide sales report and any other
report requested by the Company from time to time, including without
limitation, the specific daily sales data. 
The Company shall keep in confidence all the financial materials provided
by the Dealer.


 


5.
Sales Report and Other Report


 


The
Dealer shall provide detailed materials related to the sale of Vehicles, sales
report and any other report related to its business reasonably required by the
Company.


 


6.
Retail Price


 


The
Dealer must sell the Products at the price fixed by the Company.


 


7.
Clients’ Claims


 


The
Dealer shall endeavor its best efforts to promptly respond to the clients’
inquiries, requests or complains related to the promotion, sale or service of
the Products, and shall report to the Company any inquires, requests or
complains that it cannot solve.


 


8.
Inspection, Examination, Test, Guidance and Check


 


The
Dealer shall allow the person designated by the Company to, during normal
business hours,


 


·                  inspect the Dealer’s Facilities, the dealer’s
business and the Products inventory


 


·                  test the workshop, instruments, tools and
equipment of the Dealer;


 


·                  check the services provided by the Dealer to
the owners or users of the Products;


 


·                  review the records and documents related to
the business of the Dealer.


 


With
respect to any payment, discounts or any other amounts paid by the Company to
the Dealer in order to solve the claim made by the Dealer, if the Company finds
out that such 


 


10

















 


claim
is inappropriate or the amount paid by the Company to the Dealer is
inappropriate, the Company shall be entitled to an amount from the Dealer equal
to the above amounts or discounts it paid to the Dealer.


 


9.
Personnel [intentionally omitted]


 


10.
Consumer Satisfaction Index [intentionally omitted]


 


Article
14 Specialized Sale of Products


 


During
the term of this Contract, the Dealer shall not distribute, act as an agent of
and sale of any finished automobile of any brand other than the Mazda brand
without prior written consent of the Company.


 


Article
15 Trademark


 


During
the term of this Contract, the Dealer shall be obligated to use the protected
marks listed under the designated Auto Service and Sale Shop Image Visual
Identify System of Mazda Brand Autos, which shall be displayed on the buildings
and service system of the Dealer.  The
Dealer may only use the names and marks provided by the Company in the Products
sale and service.


 


The
Dealer agrees that it will not use the MAZDA trademark or any other names or
marks used by the Company or any of its Affiliates on the “Mazda products or
services”, whether registered or not, for purposes other than the sale of or
provision of services with respect to the Products.


 


Article
16 Inventory


 


1.
Vehicles


 


Subject
to the availability of the Products from the Company, the Dealer shall maintain
sufficient inventory of various Products supplied by the Company in order to
ensure the current market share in the Territory and satisfy the estimated
market demand of Vehicles.


 


2.
Original Spare Parts


 


Subject
to the availability of the Products from the Company, the Dealer shall maintain
sufficient inventory of various Original Spare Parts supplied by the Company in
order to ensure the current market share in the Territory and satisfy the
estimated market demand of Original Spare Parts.


 


Article
17 Order and Supply


 


1.
Order for and Supply of Vehicles


 


The
Dealer shall place orders for Products pursuant to the date and form determined
or the method approved by the Company. 
The Dealer may not cancel the orders for the Products without obtaining
the consent of the Company prior to the scheduled production date.


 


The
Company shall not be liable for any losses, damages or expenses sustained by
the Dealer arising out of any failure or delay of delivery of the Vehicles by
any manufacturing plant of 


 


11

















 


the
Company.  The Company may decide whether
to compensate the Dealer in an appropriate method at its sole discretion, which
shall not be deemed an agreement or covenant.


 


2.
Order and Supply of Original Spare Parts


 


The
Dealer shall place orders for Original Spare Parts pursuant to the date and
form provided or the method approved by the Company in accordance with Article
16.2, and shall maintain sufficient inventory. 
The Company shall retain the right to refuse to accept all or portion of
the orders placed by the Dealer.  Unless
with prior written consent of the Company, the Dealer shall not cancel the
orders for Original Spare Parts it has placed.


 


3.
Liability for Demurrage


 


The
Dealer shall be responsible for any demurrage and storage fees and any other
expenses incurred after the delivery of the Products, and it shall also pay any
additional fees and expenses incurred by the Company or its Affiliates due to
the cancellation of any orders for Products or refusal or failure to receive
the ordered Products by the Dealer.


 


4.
Taxes and Charges


 


The
Dealer shall be responsible for any and all taxes and charges related to the
Products.


 


Article
18 Vehicles Used for Display [intentionally omitted]


 


Article
19 Commercial Activities, Advertisements, Deposit of Clients and Guarantee to
the Company


 


1.
Commercial Activities [intentionally omitted]


 


2.
Advertisements [intentionally omitted]


 


3.
Deposit of Clients [intentionally omitted]


 


4.
Guarantee to the Company


 


The
Dealer shall or shall cause other persons to provide security or guarantee to
the Company in the form and substance required and approved by the Company.


 


Article
20 Relationship between the Dealer and the Company


 


1.
The Dealer is not an agent of the Company.


 


2.
The Dealer is not an employee of the Company.


 


3.
The employees of the Dealer do not enter into any relationship with the
Company.


 


4.
Compensation Liability of the Dealer


 


The
Dealer shall compensate the Company for and hold it harmless from any claims,
losses, damages or expenses (including legal fees) arising out of its violation
of the above provisions.


 


12

















 


Article
21 Termination


 


1.
Termination by the Dealer


 


The
Dealer may terminate this Contract at any time with ninety (90) days prior
written notice to the Company.


 


2.
Termination by the Company due to Events under the control of the Dealer


 


Termination
of this Contract due to the following events under the control of the Dealer
and beyond the control of the Company, which are in material contravention with
the intention and purpose of this Contract:


 


(1)
transfer or attempt transfer by the Dealer of any interests, rights, privileges
or obligations hereunder; transfer of the material assets of the Dealer
required for the operation of the Products due to any legal or other similar
reasons; any direct or indirect change of the ownership or management member of
the Dealer without prior written consent of the Company in accordance with
Article 3;


 


(2)
The Dealer or the persons identified under Article 2 conceal relevant facts in
applying for this Contract; the Dealer conceals any facts of the persons
identified under Article 2; the Dealer delivers false or fraudulent
applications, demands, representations or reports to the Company or any of its
Affiliates during its dealing in the Products;


 


(3)
The Dealer becomes bankrupt or insolvent;


 


(4)
The Dealer or the person identified under Article 2 is determined by a court to
be in violation of any law, or such person’s act is incompliant with that of a
merchant with good reputation, or any disagreements arises among the persons
identified under Article 2, in each case, which seems to the Company that may adversely
affect the operation or business of the Dealer or the reputation, good will or
credibility of the Dealer, the Company, any other dealers, Affiliates or the
Products;


 


(5)
The Dealer continues to engage in any business or advertisement activities in
contravention of Article 23.8 after being warned by the Company in writing;


 


(6)  The Dealer fails to meet the requirements set
forth under Article 5 to Article 7 and Article 15;


 


(7)
The Dealer fails to pay any amounts which have become due to the Company or any
Affiliates, and fails to pay such amounts in full within fifteen (15) days
after it receives the notice from the Company or such Affiliates.


 


In
case of any event described above, the Company may terminate this Contract with
at least 15 days notice in writing to the Dealer.


 


3.
The Company may terminate this Contract with at least sixty (60) days notice in
writing to the Dealer if the Dealer fails to perform its obligations under
Article 9, 10, 12, 13, 14 and 23, and the then applicable standard manual of
the Products and the Dealer.


 


4.
In the event of death or incapacity of the owner of the Dealer, the Company or
the Dealer may terminate this Contract with at least fifteen (15) days notice
in writing to the other party.


 


13

















 


5.
If the Dealer or the Company fails to obtain the license required for the
performance of this Contract, either the Company or the Dealer may terminate
this Contract with at least fifteen (15) days notice in writing to the other
party.


 


6.  Termination by the Company at its sole
discretion


 


The
Company may terminate this Contract at its sole discretion at any time with
thirty (30) days prior written notice to the Dealer.


 


7.
If the Company or any Affiliate proposes a new or amended contract to the
Dealer, the Company may terminate this Contract with at least thirty (30) days
notice in writing to the Dealer.


 


8.
Act in Good Faith


 


(1)
The Dealer acknowledges that (i) any failure to perform any of its obligations
hereunder shall be deemed a material breach of this Contract; (ii) the
occurrence of any event described under Article 21.2, 21.3 or 21.5 will
materially affect the basic intention of this Contract, and (iii) the retention
by the Company of the termination right under Article 21.7 is necessary for the
Company to always remain competitive.


 


(2)
If the Company or any representative of the Company (i) requests the Dealer to
perform any of its obligations, (ii) finds the Dealer fails to perform its
obligation and notifies the Dealer of the same, and (iii) send a termination
notice to the Dealer in case of the event described in (ii), the Dealer agrees
that such request, notice or termination shall not be regarded to be a threat,
unreasonable, unfair or dishonest.


 


Article
22 Post-termination Obligation of the Dealer


 


1.
Upon termination of this Contract, the Dealer shall cease to be the authorized
dealer of the Company.


 


2.
Upon termination of this Contract, the Company shall have the right to cancel
all the outstanding orders for Products it has received.


 


3.
Upon termination of this Contract, the Dealer shall transfer to the Company or
the person designated by the Company all the outstanding orders for the
Products it enters into with its clients and all the deposits of its clients.


 


4.
Upon termination of this Contract, the Dealer shall deliver to the Company or
the person designated by the Company all the plans in connection with repair,
marketing and promotion of the Products and any other service records.


 


5.
Upon termination of this Contract, the Dealer shall immediately repay the
Company or any Affiliate all the amounts owed to the Company or such Affiliate.


 


6.
Removal of Logo and Signage


 


Upon
termination of this Contract, the Dealer shall (i) remove all the logos of the
Company or any Affiliate used by the Dealer; (ii) return all the logos and
signage to the Company at the  cost of
the Dealer; (iii) remove or destroy all trademarks and logos of the Company or
any Affiliate used on the items for business purpose at the cost of the Dealer;
(iv) stop advertising 


 


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it
as the authorized dealer of the Products, and (v) not engage in any activities
indicating that it is or was an authorized dealer of the Products.


 


The
Dealer shall compensate the Company for, and hold the Company harmless from all
losses, damages, liabilities, expenses (including any legal fees) resulted from
any violation by the Dealer of any item of Article 22.6.


 


7.
Termination of other Contracts


 


Upon
termination of this Contract, the Company shall be entitled to (i) request its
Affiliates to terminate any other contracts with the Dealer; (ii) terminate any
other contracts with the Dealer.


 


8.
Products Held by the Dealer Upon Contract Termination


 


Upon
termination of this Contract, the Company may determine at its sole discretion
to (i) assist the Dealer in the disposal of the unused and undamaged Vehicles;
(ii) purchase back all or portion of the unused and undamaged Vehicles of model
year as at the termination date at the price determined by the Company; (iii)
purchase back the unused and undamaged Original Spare Parts and any other
equipment and machinery used in connection with its aftermarket service and in
good condition, at the price determined by the Company.


 


9.
Title Certificate


 


Where
the Company purchases back the Products in accordance with Article 22.8, the
Dealer shall delivered to the Company the certificates evidencing that there is
not any encumbrance on such Products.  If
there is any encumbrance on such Products, the parties shall enter into an
agreement pursuant to which the Company shall purchase such Products at an
agreed price and such encumbrances shall be released upon the execution of such
agreement.


 


10.
Exercise of the Rights against the Collaterals


 


The
Company may exercise its security rights under Article 19.4 at appropriate time
without affecting any other rights of the Company hereunder.


 


Article
23 Miscellaneous


 


1.
This Contract shall be governed by and construed in accordance with the laws of
the People’s Republic of China.


 


2.
The Company shall have the right to select other dealers to sell the Products
within the Territory.


 


3.
The Dealer’s rights to dispose of its interests, rights, assets or business


 


Without
prior written consent of the Company, the Dealer shall not sell, transfer,
assign to any third party or otherwise dispose of any rights under this
Contract or any rights or business qualification of the Dealer.


 


 4-16. [intentionally omitted]


 


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Article
24 Limitation of the Company’s Liability


 


The
Company will not be liable for (i) any expenses incurred by the Dealer in its
performance of the liabilities and obligations under this Contract, or (ii) any
direct or indirect losses, damages or expenses sustained by the Dealer or any
third party due to any act of the Dealer relying on the proposal or assistance
of the Company.


 


Article
25 Term


 


The
term of this Contract shall be two (2) years from the date set forth in Article
1 hereof.  The Company may extend the
term of this Contract for one year with thirty (30) days written notice.


 


Article
26 Execution, Amendment and Termination [intentionally omitted]


 


Article
27 This Contract shall become effective upon execution by both parties
hereto.


 


 


	
  Chang
  An Ford Mazda Automobile Co., Ltd.

  	
   

  
	
   

  	
   

  
	
  Authorized
  representative:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Dealer]

  	
   

  
	
   

  	
   

  
	
  Authorized
  representative:

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  



 


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