Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 8-K Current Report HTML 570K
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 201K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 15K
Liquidation or Succession
4: EX-2.3 Plan of Acquisition, Reorganization, Arrangement, HTML 103K
Liquidation or Succession
5: EX-10.1 Material Contract HTML 63K
14: EX-10.10 Material Contract HTML 51K
15: EX-10.11 Material Contract HTML 22K
16: EX-10.12 Material Contract HTML 56K
17: EX-10.13 Material Contract HTML 33K
18: EX-10.14 Material Contract HTML 83K
19: EX-10.15 Material Contract HTML 37K
20: EX-10.16 Material Contract HTML 41K
6: EX-10.2 Material Contract HTML 96K
7: EX-10.3 Material Contract HTML 94K
8: EX-10.4 Material Contract HTML 41K
9: EX-10.5 Material Contract HTML 30K
10: EX-10.6 Material Contract HTML 12K
11: EX-10.7 Material Contract HTML 44K
12: EX-10.8 Material Contract HTML 15K
13: EX-10.9 Material Contract HTML 69K
21: EX-17.1 Letter re: Departure of Director HTML 12K
22: EX-23.1 Consent of Experts or Counsel HTML 11K
23: EX-99.1 Miscellaneous Exhibit HTML 162K
24: EX-99.2 Miscellaneous Exhibit HTML 265K
25: EX-99.3 Miscellaneous Exhibit HTML 128K
26: EX-99.4 Miscellaneous Exhibit HTML 70K
27: EX-99.5 Miscellaneous Exhibit HTML 14K
Ministry
of Construction of People’s Republic of China
State
Administration for Industry and Commerce
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
Contract
letting party: (Party A) Henan Xinyang Hongchang Pipeline & Gas
Company
Designer: (Party B)
Hunan Chemical & Pharmaceutical Design Institute
The
Contract letting party entrust the Designer to undertake the engineering design
of Xinyang Jinding300,000t/a bio-diesel oil and15,000t/a 1,3 propylene glycol
project and 10,000 t/a bio-diesel oil project and the location for the project
is Xinyang, Henan province. After friendly consultation, The parties hereby
sign
this contract as follows:
Article
1 Basis
for
the conclusion of this contract
1.1
The
Contract Law of the People’s Republic of China; The Construction Law of the
People’s Republic of China; Regulations on the Administration of the Market for
Survey and Design of Engineering Construction
1.2
National and local rules and regulations on the administration of the market
for
survey and design of engineering construction
1.3
Approval documents of the engineering construction
Article
2
Design
Basis
2.1
The
proxy statements or the design bid-winning documents sending by the contract
letting party to the designer.
2.2
The
base information giving by the contract letting party
2.3
The
main technical criterions adopted by the designer are:
1.
Fire
Prevention Norm for Construction designGBJ16-1987 (The 2001
version)
2.
The
Provisions about the Content and Depth of the Shop Drawing of the Chemical
Techniques Design
3.
The
Design Mode of the Industrial Metal Pipeline GB50316-2000
4.
The
related national executing technical criterions and norms.
Article
3 The
order
of Precedence of the contract documents
The
documents constituting the present contract can illuminate each other. If there
is diverge or disaccord, please judge them according to the following order
of
precedence:
3.3
The
contract letting party‘s requirements and the bid-winning documents
3.4
The
Bid document
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
Article
4
The
Project, scale, stage, investment and design contents of the present contract
(filling in accordance with the characters of the industry):
*****
Article
5
The
related information, documents and time submitted by the contract letting party
to the designer.
The
contract letting party entrusts the Tsinghua University with the provision
of
the technical information about the technics of the bio-diesel productions
of
the present project;
5.1
The
indispensable information in the feasibility study report stage (it shall be
provided in seven days since the contract is assigned)
5.1.1
The
flow chart, technology parameters, and equipment schedule provided by the
technology transfer party;
5.1.2
The
specification of the raw materials and the norm quota of
consumption
5.1.3
The
hydrological and weather information, geological information and relief
map;
5.1.4
Other
supporting documental information in the feasibility study stage
5.2
The
information in the project designing stage (it shall be provided in ten days
since the beginning of the project design)
5.2.1
Entrust
the technology party with the provision of the Software bundle of the bio-diesel
technics
5.2.2
The
specification of the raw materials
5.2.3
The
detailed geological exploitation and relief map
5.2.4 Other
fundamental design materials.
Article
6
Design
documents and the number of copies delivered by the designer to the contract
letting party, and the place and time to deliver
6.1
Submit
15 copies of feasibility study report within 30 days after conclusion of the
contract.
6.2
Submit
10 copies of preliminary design document 60 days after approval of the
feasibility study report.
6.3
Submit
8 copies of construction drawings 90 days after approval of the preliminary
design document.
6.4
Documents are delivered at: Changsha City, Hunan Province
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
Article
7
Fees
7.1
The
two parties agree that the feasibility study and design fee under this Contract
is RMB *****
in total,
including RMB
***** consultancy
fee for compiling the feasibility study report and RMB *****
design
fee for the project. The charging basis and calculation approach is executed
in
accordance with related national and local regulations; where there’s no
national and local regulation, they shall be agreed on by the two
parties.
7.2
After
approval of the preliminary design, the design fee shall remain unchanged.
In
the event of budget adjustment in construction of the project, the design fee
shall not be adjusted either.
Article
8
Payment
method
8.1
The
contract letting party shall, within ***** after this Contract takes
effect, pay the designer ***** of the total fee for feasibility consultancy
as deposit at the feasibility study stage, which totals RMB ***** (In
settlement, such deposit will be used to set off the design fee and the
consultancy fee for compilation of the feasibility study report).
8.2
When
the designer submits the feasibility
study report,
the
contract letting party shall pay RMB *****
consultancy fee.
8.3
The
contract letting party pays ***** of the design fee to the designer,
totaling RMB
*****,
then
the designer organize and conduct design. When the designer submits the
preliminary
design
documents, the contract letting party shall pay RMB ***** design fee.
Afterwards, the contract letting party shall, based on the proportion of
quantity of construction drawings completed by the design fee, pay to the
designer RMB ***** design fee by phases and by strikes. After completion of
construction drawings, the contract letting party shall settle the design fee,
without withholding any remaining funds.
9.1.1
The
contract letting party entrusts the technology party with the provision of
the
technology information to the designer. It shall take the responsibility of
the
advancement, dependability and veracity of the technology information and the
disputes of the knowledge property right causing by it.
9.1.2
According to the Article 5, the contract letting party shall provide the base
information and documents to the designer in the prescriptive time and take
responsibility for the integrality , validity and time limit for them. Besides,
the contract letting party has no right to ask the designer to design violating
national related rules.
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
In
case
the contract letting party provides those information and documents exceeding
less than 15 days, the designer can postpone the time according to the time
limit defined in the Article 6; if the contract letting party provides those
information and documents exceeding more than 15 days, the designer has the
right to redefine the time of providing the designing documents.
9.1.3
In
case of the Designer’s rework on the design resulted for changes of the
engineering, size and conditions of the design by the Contract letting party
or
mistakes of the materials submitted or major revision on the submitted
materials, the parties shall conclude supplementary agreement separately (or
conclude additional agreement) and redefine relevant terms and conditions,
and
the Contract letting party should pay charges for rework to the Designer
according to the workload.
9.1.4
During the performance of the contract, if the Contract letting party requires
terminating or canceling the contract before the Designer starts the design
work, the Designer will not return the down payment already paid by the Contract
letting party; if the Designer has started the design work, the Contract letting
party shall pay for the actual workload already done by the Designer. When
the
actual workload of the design is less than half of the work at the stage, the
Contract letting party shall pay half of the payment for the design work at
the
stage. When the actual workload of the design is more than half of the work
at
the stage, the Contract letting party shall pay all the payment for the design
work at the stage.
9.1.5
The
Contract letting party should pay down payment as provided by the contract
and
receipt of down payment will be the symbol for the commencement of the design
work by the Designer. The Designer shall have the right to put off the
commencement date of the design work if it has not received the down payment
and
the time for delivery shall be extended accordingly.
9.1.6
The
Contract letting party should pay charges for design to the Designer at the
amount and date provided in this Contract. For each day of overdue payment,
2‰ of the overdue payment shall be paid as damages for overdue payment and
the time for delivery by the Designer shall be extended accordingly. Where
the
delay of payment has exceeded 30 days, the Designer shall have the right to
suspend the performance of the work at the next stage and give written notice
to
the Contract letting party. In case the higher authority or competent department
of design approval would not approve the design documents or the engineering
construction of this contract is suspended or stopped, the Contract letting
party should pay the payable charges for design.
9.1.7
If
the Contract letting party require the Designer to delivery the design documents
in advance, it should get the prior consent of the Designer without serious
deviation from the reasonable design circle, and the Contract letting party
shall pay the crush cost.
9.1.8
The
Contract letting party shall be responsible for the national standard drawing,
ministerial standard drawing and local standard drawing needed in factory
construction drawings of design documents.
9.1.9
The
Contract letting party shall bear the expenses for receiving foreign expert
in
charge of the engineering to the Designer’s office (including expenses on fax,
telephone and office affairs).
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
9.2
Designer’s responsibilities
9.2.1
The
Designer should carry out design work in accordance with technological rules
and
standards provided in this contract or the state, and deliver design documents
as the content, time and copies specified in Article 6 of this Contract (except
for the circumstances provided in Art. 9.1.1, 9.1.2, 9.1.4, 9.1.5 under which
the delivery of design documents may be extended), and shall be responsible
for
the quality of the design documents.
9.2.2
The
design life of the engineering construction shall be 20 years.
9.2.3
The
Designer shall be responsible for the scrutiny on the foreign investor’s design
material and contact on the design of the engineering.
9.2.4
The
Designer shall be responsible for the revision or supplement to the mistakes
or
omission of the design documents. If any engineering quality accidents happen
because of the Designer’s fault, the Designer should be responsible for taking
remedial measures as well as reduce the design charges on the affected part
of
the design work and compensate the Contract letting party in accordance with
the
degree of loss. The amount of the damages for compensation shall be discussed
and determined by the Parties as ***** of the whole design fees promised in
the contract.
9.2.5
If
the delivery of design documents is delayed for the Designer’s reason, each day
overdue will result in the reduction of ***** of the design charges for the
engineering.
9.2.6
After the contract come into force, the designer shall return the down payment
in double if the designer require termination or cancellation.
9.2.7
Upon delivery of the design documents, the Designer shall participate in the
inspection on the design by relevant higher authority as provide and shall
be
responsible for necessary adjustment and supplements to the content within
the
original scope of the design according to the inspection conclusion. The
Designer shall start the construction within two years upon delivery of the
design documents within specified time limit and shall be responsible for the
technological disclosure to the Contract letting party and construction unit,
handling with relevant matters on design and participation in the acceptance
upon completion of the engineering construction. In case the engineering
construction has not started within two years, the Designer shall still be
responsible for the above work and may collect reasonable service fee for
consultancy from the Contract letting party in accordance with the needed work
load the amount of the service fee shall be discussed and determined by the
Parties.
Article
10 Confidentiality
Both
Parties shall protect each other’s intellectual property rights. Without prior
consent, neither party shall revise, copy, or transfer to a third party or
use
for the project other than the project of this Contract any materials and
documents of the other party. Under such circumstances, the disclosing party
shall be responsible for all the consequence it results and shall bear relevant
compensation.
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
Article
11
If
any
dispute arises in connection with the engineering service contract, it shall
be
settled by friendly consultation of the Parties. When the dispute cannot settled
by consultation, it shall be submitted to arbitration committee for settlement.
When the Parties have not agreed on the arbitration organization nor concluded
written arbitration agreement, the dispute shall be brought to People’s court.
Article
12Contract
effectiveness and miscellaneous
12.1
As
the Contract letting party request the Designer to dispatch personnel to stay
on
construction site so as to coordinate and solve relevant issues, the individual
technical consultant service contract shall be signed by both parties. Since
the
need of design and construction, the Designer would be requested to solve
related construction problem by the Contract letting party, and the service
within four days is free.
12.2
Service provided by the Designer for the Project in the Contract will be
concluded until the completion of construction, installation, and commissioning
operation.
12.3
In
the projects of construction, Designer shall not appoint manufactures or
Designers of construction materials and equipments. Where there is a necessity
that Designer shall cooperate with Contract letting party in ordering the
process of construction materials and equipments, the relevant expenses shall
be
paid by Contract letting party.
12.4
The Contract
letting
party entrusted the Designer to cooperate with the engineering work of imported
project and design personnel undertaking relevant design assignment shall be
included in all stages from enquiry, business negotiation, domestic and overseas
technical inspection until the production period. The fee for overseas business
trip and other relevant fee will be paid by Contract letting party except the
fee for purchasing dress.
12.5
Additional agreement for any other service, which Contract letting party
entrusts Designer to provide, however, out of the scope of the contract, shall
be signed and the payment shall be paid correspondingly.
12.6
For
any failure to perform any term or condition of the contract due to force
majeure, both parties shall attempt to settle the problem by consultation.
12.7
The
contract is effective once after both parties stamp and sign. There are totally
four copies of the contract, Contract letting party retains 2 copies, and
Designer retains 2 copies.
12.8
Once
the contract become effective, it shall be registered in the Auditing Section
stipulated by Provincial Administrative Ministry of Construction where the
project locates. If the necessity is agreed mutually by both parties, the
contract shall be certified by local administration for industry and commerce.
This contract is to be concluded once after both parties fulfill their own
responsibilities.
CONFIDENTIAL
INFORMATION OMITTED AND FILED
SEPARATELY
WITH
THE SECURITIES AND EXCHANGE
COMMISSION
ASTERISKS
(*****) DENOTE SUCH
OMISSION
12.9
Any
correspondence, including faxes, telegrams, meeting minutes agreed by both
parties, are components of the contract, which shall have the same validity
with
this contract.
12.10
As
for matters not mentioned in the contract, supplementary agreement may be
concluded by both parties, which shall have the same validity with this
contract.
