CONSECUTIVE
MEETINGS, OR WHICH THE BOARD IS UNABLE TO DECIDE ON DUE TO THE FAILURE OF THE
BOARD TO ACHIEVE A QUORUM AFTER [**] CONSECUTIVE ATTEMPTS TO CONVENE A MEETING
DUE TO NON-ATTENDANCE OF THE DIRECTORS APPOINTED BY ONE PARTY.
"EMPLOYEE" MEANS ANY EMPLOYEE OF THE COMPANY, INCLUDING MEMBERS OF THE COMPANY'S
MANAGEMENT TEAM.
"ESTABLISHMENT DATE" MEANS THE DATE ON WHICH THE BUSINESS LICENSE OF THE
2
COMPANY IS ISSUED BY THE RELEVANT ADMINISTRATION FOR INDUSTRY AND COMMERCE.
"EVENT OF FORCE MAJEURE" SHALL HAVE THE MEANING SET FORTH IN ARTICLE 28.1 OF
THIS CONTRACT.
"FEASIBILITY STUDY" MEANS THE FEASIBILITY STUDY REPORT SETTING OUT THE BUSINESS
PLAN AND KEY OPERATING ASSUMPTIONS FOR THE FIRST [**] YEARS OF THE COMPANY'S
OPERATIONS, JOINTLY PREPARED BY THE PARTIES, AND APPROVED BY THE APPROVAL
AUTHORITY, WHICH SHALL INCLUDE THE BUSINESS PLAN DATED DECEMBER 10, 2009
(VERSION 7.0) IN THE FORM OF THE EXCEL SPREADSHEET WITH THE DOCUMENT
IDENTIFICATION "NEW JV BUSINESS MODELV7.0.XLS", INCLUDING ANY MODIFICATIONS
REQUESTED BY THE APPROVAL AUTHORITY AND AGREED BY BOTH PARTIES.
"INDEPENDENT APPRAISER" MEANS ONE OF THE "BIG FOUR" INTERNATIONAL ACCOUNTING
FIRMS TO BE JOINTLY SELECTED BY THE PARTIES, PROVIDED THAT IF REQUIRED BY
APPLICABLE PRC LAW FOR A VALUATION OF PARTY A'S EQUITY INTEREST IN THE COMPANY,
THE SELECTED ACCOUNTING FIRM SHALL SELECT AN INDEPENDENT AND COMPETENT APPRAISER
QUALIFIED TO PERFORM APPRAISALS OF STATE-OWNED ASSETS AND INSTRUCT SUCH
APPRAISER TO PERFORM THE NECESSARY VALUATION USING THE VALUATION METHOD AND
PRINCIPLES SET OUT IN ARTICLE 24.3 TO THE FULLEST EXTENT PERMITTED BY PRC LAW.
"INSOLVENCY EVENT" MEANS ONE PARTY (THE "AFFECTED PARTY") ENTERS INTO
BANKRUPTCY, LIQUIDATION, REORGANIZATION, ARRANGEMENT, RESTRUCTURE OR SIMILAR
PROCEEDINGS UNDER THE BANKRUPTCY LAWS OR UNDER THE LAWS OF ANY JURISDICTION; THE
AFFECTED PARTY MAKES A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS; A
RECEIVER, LIQUIDATOR, ASSIGNEE, CUSTODIAN, TRUSTEE, OR OTHER SIMILAR OFFICIAL IS
APPOINTED FOR SOME OR ALL OF THE BUSINESS OR PROPERTY OF THE AFFECTED PARTY; THE
AFFECTED PARTY BECOMES INSOLVENT OR GENERALLY FAILS TO PAY ITS DEBTS AS THEY
BECOME DUE.
"INTELLECTUAL PROPERTY" MEANS (A) PATENTS, PATENT APPLICATIONS, PATENT
DISCLOSURES AND ALL RELATED CONTINUATION, CONTINUATION-IN-PART, DIVISIONAL,
REISSUE, REEXAMINATION, UTILITY MODEL, CERTIFICATE OF INVENTION AND DESIGN
PATENTS, PATENT APPLICATIONS, REGISTRATIONS AND APPLICATIONS FOR REGISTRATIONS;
(B) TRADEMARKS, SERVICE MARKS, TRADE DRESS, INTERNET DOMAIN NAMES, LOGOS, TRADE
NAMES AND CORPORATE NAMES AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION
THEREOF; (C) COPYRIGHTS AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION
THEREOF; (D) MASK WORKS AND REGISTRATIONS AND APPLICATIONS FOR REGISTRATION
THEREOF; (E) COMPUTER SOFTWARE, DATA AND DOCUMENTATION; (F) INVENTIONS, TRADE
SECRETS AND CONFIDENTIAL BUSINESS INFORMATION, WHETHER PATENTABLE OR
NON-PATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE, KNOW-HOW, MANUFACTURING
AND PRODUCT PROCESSES AND TECHNIQUES, RESEARCH AND DEVELOPMENT INFORMATION,
COPYRIGHTABLE WORKS, FINANCIAL, MARKETING AND BUSINESS DATA, PRICING AND COST
INFORMATION, BUSINESS AND MARKETING PLANS AND CUSTOMER AND SUPPLIER LISTS AND
INFORMATION; AND (G) COPIES AND TANGIBLE EMBODIMENTS THEREOF.
"[**] PROGRAM" MEANS A PRODUCTION PROGRAM FOR PHEVS/ EVS DEVELOPED BY SAIC MOTOR
OR ITS AFFILIATES WHICH WILL INCORPORATE BATTERY SYSTEMS MANUFACTURED BY AND
PURCHASED FROM