EARLIER OF (A) THE PUBLIC ANNOUNCEMENT OF THE PROPOSED ACQUISITION, OR
(B) THE SIGNING BY THE ACQUIRED PARTY OF A BINDING MEMORANDUM OF UNDERSTANDING
OR LETTER OF INTENT IN RELATION TO THE PROPOSED ACQUISITION.
8.2
UPON RECEIVING THE CHANGE NOTICE, THE NON-ACQUIRED PARTY SHALL HAVE
THE RIGHT TO INITIATE, UPON WRITTEN NOTICE GIVEN NO LATER THAN [**] CALENDAR
DAYS FOLLOWING RECEIPT OF THE CHANGE NOTICE (THE "NOTICE PERIOD"), THE CHANGE
IMPACT ASSESSMENT PURSUANT TO ARTICLE 8.3; PROVIDED, HOWEVER, THAT IF NO SUCH
CHANGE IMPACT ASSESSMENT IS INITIATED BY THE NON-ACQUIRED PARTY DURING THE
NOTICE PERIOD, THEN THE NON-ACQUIRED PARTY SHALL CONTINUE TO BE A SHAREHOLDER OF
THE COMPANY AND PARTY TO THIS CONTRACT.
8.3
CHANGE IMPACT ASSESSMENT.
IN THE EVENT THAT THE NON-ACQUIRED PARTY
ELECTS DURING THE NOTICE PERIOD TO INITIATE A CHANGE IMPACT ASSESSMENT, THE
PARTIES HEREBY AGREE WITH THE FOLLOWING PROCEDURE (THE "CHANGE IMPACT
ASSESSMENT"):
8.3.1
THE BOARD SHALL ASSESS, IN GOOD FAITH, THE IMPACT OF THE CHANGE OF
CONTROL ON THE BUSINESS, MANAGEMENT AND OPERATIONS OF THE COMPANY.
8.3.2
IF, IN GOOD FAITH, THE MAJORITY OF THE BOARD DETERMINES THAT THE
CHANGE OF CONTROL HAS CAUSED A MATERIAL ADVERSE EFFECT ON THE BUSINESS,
MANAGEMENT OR OPERATIONS OF THE COMPANY SUCH THAT THE COMPANY CAN NO LONGER MEET
THE GOALS OF THIS CONTRACT AS SET FORTH IN ARTICLE 1.1 AND THE PURPOSE OF THE
COMPANY AS SET FORTH IN ARTICLE 5.1, THEN THE NON-ACQUIRED PARTY SHALL HAVE THE
RIGHT TO EXERCISE ITS OPTIONS PURSUANT TO ARTICLE 24.2.2.
8.4
SHOULD THE NON-ACQUIRED PARTY CHOOSE TO PURCHASE SOME OR ALL OF THE
EQUITY INTEREST OF THE COMPANY OWNED BY THE ACQUIRED PARTY PURSUANT TO
ARTICLE 24.2, THEN THE NON-ACQUIRED PARTY SHALL PAY RELATED FEES AND EXPENSES
INCURRED IN CONNECTION WITH THE DETERMINATION OF THE PURCHASE PRICE.
ARTICLE 9
RESPONSIBILITIES OF THE PARTIES
9.1
RESPONSIBILITIES OF THE PARTIES.
IN ADDITION TO ITS OTHER
RESPONSIBILITIES UNDER THIS CONTRACT, THE PARTIES SHALL MUTUALLY:
(A)
ASSIST IN HANDLING RELATIVE MATTERS RELATING TO THE ESTABLISHMENT
OF THE COMPANY, INCLUDING SUBMISSION OF THE APPLICATIONS TO THE APPROVAL
AUTHORITY AND ANY OTHER RELEVANT GOVERNMENTAL AUTHORITY WHOSE APPROVAL IS
REQUIRED FOR APPROVAL OF THIS
14
CONTRACT, THE REGISTRATION OF THE COMPANY AND THE ISSUANCE OF THE COMPANY'S
BUSINESS LICENSE AND THE ESTABLISHMENT OF RMB AND FOREIGN EXCHANGE BANK
ACCOUNTS;
(B)
ASSIST THE COMPANY TO HANDLE PROCEDURES IN CONNECTION WITH THE
SUBMISSION OF APPLICATIONS FOR, AND THE GRANT OF, ALL NECESSARY APPROVALS,
PERMITS, CERTIFICATES AND LICENSES REQUIRED IN CONNECTION WITH ALL MATTERS
REGULATED BY CHINESE GOVERNMENTAL AUTHORITIES, INCLUDING WITHOUT LIMITATION,
SAFETY AND ENVIRONMENTAL MATTERS, FOREIGN EXCHANGE MATTERS AND APPROVALS, AND
CHINESE TAX PREFERENCES, HOLIDAYS AND CONCESSIONS AND ANY OTHER INVESTMENT
INCENTIVES AVAILABLE TO OR FOR THE COMPANY AND THE PARTIES;
(C)
ASSIST THE COMPANY, IF REQUIRED, TO HANDLE PROCEDURES AND OBTAIN
ALL RELEVANT IMPORT AND EXPORT LICENSES AND APPROVALS FOR (I) ANY IMPORT SUPPLY
AGREEMENTS AND ARRANGEMENTS, (II) THE COMPANY'S IMPORTED EQUIPMENT, MACHINERY,
VEHICLES, RAW MATERIALS AND EXPORT PRODUCTS;
(D)
ASSIST THE COMPANY TO RECRUIT APPROPRIATE MANAGEMENT AND