UL Solutions (ULS) S-1IPO registration

1.1    Unless the context otherwise requires, capitalized terms in this Contract shall have the meanings assigned to them in Appendix 1.

1.2    Headings; Interpretation

2.1    The Parties to this Contract are:

2.2    Each Party represents and warrants to the other Party that as of the date hereof:

3.2    The purpose of the Company is to effectively respond to Chinese clients’ requests for the Services and to minimize their costs and burdens when requesting such Services for products intended for distribution internationally or within the PRC. In pursuing this purpose, the Parties desire to strengthen technical cooperation. To increase its efficiency, the Company shall adopt efficient management methods and combine the strength of both Parties. The Company shall attempt to generate satisfactory economic benefits and profits for both Parties.

4.1    In accordance with the Foreign Investment Law, the Company Law and other laws and regulations of the PRC, the Parties agree to operate the Company in accordance with the provisions of this Contract.

4.2    The name of the Company in Chinese is: 苏州UL美华认证有限公司

4.3    Design and construction of the premises and other facilities of the Company shall be in accordance with mutually agreed upon standards and in accordance with requirements under the laws and regulations of the PRC.

4.4    All activities of the Company shall be protected and governed by the applicable laws, rules and regulations of the PRC. If, after the Effective Date of this Contract, the PRC government at the national, provincial or local level provides or permits, through any new laws, regulations or otherwise, treatment of the Company or either Party that is more favorable than under the terms of this Contract, then the Parties and the Company shall cooperate to apply promptly to obtain the benefits of the more favorable treatment.

4.5    The Company shall have independent Chinese legal person status and, unless otherwise stated in this Contract, any transaction between the Company and Party A or Party B or any of the Parties’ Affiliates or related parties shall be on an arm’s length basis in accordance with competitive market conditions.

4.6    Each Party to this Contract is liable to the Company only to the extent of the Registered Capital it subscribed and contributed. Any profits, risks or losses shall be shared by the Parties in proportion to their respective contributions made to the Registered Capital of the Company. In case of the Company incurring losses, neither Party shall be obliged to contribute additional funds to the Company in excess of its then subscribed capital

4.7    The Parties shall sign and adopt the Amended and Restated Articles of Association of the Company in the form of Appendix 2 attached hereto. Immediately after the signing of this Contract and the Amended and Restated Articles of Association, the Parties shall submit this Contract and the Amended and Restated Articles of Association, together with other required documents, to the SAMR for registration and filing in accordance with the applicable laws of the PRC. The English and Chinese versions of this Contract and the Amended and Restated Articles of Association shall be of equal validity and authenticity. In the case of any discrepancy between the two versions, the Parties shall determine their common intention through friendly discussion.

4.8    The establishment date of the Company is January 13, 2003.

5.1    The total investment in the Company is USD 15,000,000, of which the Registered Capital of the Company is USD 6,100,000 and the balance shall be raised through loans to the Company.

5.2    As of the date hereof, the respective capital contributions subscribed and contributed by each Party to the Registered Capital are:

5.3    The Parties agree that the value of in-kind contributions (if any) made by the Parties shall be based on the Fair Market Value. Party A shall be responsible for completing the state asset valuation procedure, if any state-owned asset is involved in such in-kind contributions. Party A and Party B shall mutually select an appraiser and determine the principles for valuation of the state-owned assets of Party A to be contributed. For non-

5.4    The Company shall engage a certified public accounting firm registered in the PRC agreed by the Parties to verify each capital contribution of Registered Capital made by the Parties and issue a capital verification report for each capital contribution (including any capital contribution made in future capital increases made in accordance with Article 5.6). The Company then shall issue certificates of capital contribution reflecting the value of each contribution of Registered Capital on the basis of the verification report. Such certificates of capital contribution issued to the Parties shall constitute proof that the Parties have made their respective contributions of Registered Capital.

5.5    Any change in the Registered Capital of the Company shall be approved by the Shareholders’ Meeting in accordance with Article 9.1 and registered with the SAMR.

5.7    Any decrease in the Registered Capital shall be made by the Parties in the same proportion as their then respective contributions to the Registered Capital, unless otherwise agreed in writing between the Parties.

6.1    In addition to and without prejudice to Party A’s contractual responsibilities specified elsewhere in this Contract, Party A’s responsibilities shall also include:

6.2    In addition to and without prejudice to Party B’s contractual responsibilities specified elsewhere in this Contract, Party B’s responsibilities shall also include:

6.4    The Parties hereby acknowledge, agree and confirm that as of the date hereof:

6.5    For the avoidance of doubt, the termination of the contracts and agreements (or the relevant provisions thereof) referred to in Article 6.4 shall not affect the continuation of the Ancillary Agreements, which shall remain in force and effect until terminated in accordance with their terms. The aforesaid Ancillary Agreements comprise of:

7.1    The Parties agree that Party B or its relevant Affiliate shall license the Know-How to the Company in the PRC on a non-exclusive, limited duration, non- transferable basis in accordance with the terms and conditions set forth in UL License Agreement.

8.2    Party B agrees to allow, or procure its relevant Affiliate having ownership of the “UL in a Circle” mark to allow, the Company to use such mark in accordance with the UL License Agreement and the following rules:

8.3    The Parties acknowledge that the corporate names “Underwriters Laboratories Inc.”, “UL Inc.”, “UL Solutions Inc.” and “UL LLC” and the “UL in a Circle” and “UL Solutions” trademarks belong to Party B or its relevant Affiliates, and, in the event of a breach of any of the above provisions, Party B or its relevant Affiliate would suffer damage to its name and reputation which would be impossible to calculate accurately. It is further agreed the Party or Parties in breach of Article 8.2 shall be liable in the amount of Twenty Five Thousand United States Dollars (USD 25,000) for each day of breach.

8.4    Confidential Information shall be protected in accordance with the following provisions:

9.1    The Shareholders’ Meeting shall be the highest authority of the Company and shall have the following functions and powers:

9.2    Voting at the Shareholders’ Meeting

10.2    The Chairman shall be the legal representative of the Company. The Chairman shall call and preside over the Board meetings. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall preside over the Board meetings. If the Vice Chairman is unable or fails to perform his duties, a Director elected by a majority of the Directors shall preside over Board meetings.

10.3    The term of the office for the Directors, including the Chairman and the Vice Chairman, shall be three (3) years, which may be renewed for subsequent terms of three (3) years if such Director is re-nominated by the Party who had originally nominated such Director and re-elected by the Shareholders’ Meeting. However, each Party may replace any of the Directors it nominated during the term of the Director’s office. In such event, such Party shall inform the other Party in writing about the replacement and the name of the new Director, the Parties shall promptly pass resolutions at the Shareholders’ Meeting or sign resolutions in writing to elect such individual as the Directors of the Company. Any vacancy created on the Board of Directors, including the Chairman position, shall be re-nominated by the Party that originally nominated the Director whose absence created the vacancy, and shall be elected by the Shareholders’ Meeting. The name of the new Director shall be sent to the other Party and to the Company in writing.

10.4    The Board shall convene at least one (1) meeting each Gregorian calendar year and may meet more often as it deems appropriate. Upon the written request of at least three (3) Directors specifying the matters to be discussed, the Chairman shall convene an interim meeting of the Board. The Board of Directors shall hold its regular and interim meetings at such places within or outside China as decided by the Board. Any meeting of the Board may be held by telephone conference, video conference or similar communication equipment so long as all Directors participating in the meeting can hear and communicate with one another and all such Directors shall be deemed to be present in person at the meeting.

10.5    The Directors shall serve without any remuneration, however, reasonable transportation and accommodation expenses incurred by the Directors for their attendance at the Board meetings shall be borne by the Company.

10.6    The Chairman shall send a written notice at least thirty (30) days prior to any meeting of the Board stating the subject, time and place of the meeting. Such notice shall be made in English and Chinese and shall contain the agenda of the meeting with attached materials necessary for consideration of the matters on such agenda. Notice of Board meetings may be waived by the Directors. Moreover, notice of a meeting shall be deemed given to any

10.7    If any Director is unable to attend a Board meeting, he may authorize another person, who may be another Director, to act as his representative by written proxy to attend and vote at such meeting on his behalf. If the absent Director gives a written proxy to another Director, the authorized Director shall be entitled to cast a vote for the absent Director in addition to his own vote. If a Director does not attend the Board meeting or appoint a proxy to attend, the absent Director shall be deemed to have waived his right to vote in such meeting.

10.8    The General Manager may attend the Board meetings, but unless he is a Director, he shall have no right to vote at such meetings. Other management personnel, as requested, may also attend the meetings but shall have no right to vote at such meetings. The Directors shall be entitled to conduct executive sessions during which non-Directors shall not be present, so the Directors may address matters that they determine should not be discussed with non-Directors.

10.10    The Board shall be responsible for and report its work to the Shareholders’ Meeting, implement resolutions of the Shareholders’ Meeting and shall have the following functions and powers:

10.11    Each Director shall have only (1) vote and the Chairman shall have no decisive vote. All members of the Board shall use their best efforts at all times to reach a common understanding in all matters to be decided by the Board.

10.12    The matters in item (1) in Article 10.10 shall require the unanimous approval of the Directors present in person or by proxy at a duly convened meeting of the Board. The matters in items (2) through (10) in Article 10.10 shall require the approval of two-thirds (2/3) of the Directors present in person or by proxy at a duly convened meeting of the Board. Any other matters other than the foregoing addressed in this Article 10 requiring a resolution of the Board shall require the approval of a simple majority of the Directors present in person or by proxy at a duly convened meeting of the Board.

10.13    Resolutions of the Board of Directors must be in English and Chinese. Both versions shall be of equal validity and authenticity.

10.14    The Board of Directors may adopt a resolution without holding a meeting, if Directors approve the action by signing the resolution, which must be in English and Chinese. Any such resolution shall be binding on the Company only after the required number of Directors has signed the resolution.

10.15    The Board of Directors shall take and execute meeting minutes in English and Chinese and both versions shall be of equal validity and authenticity. The meeting minutes shall be signed by all the Directors and proxyholders present at the meeting and shall be maintained at the Company. Such minute book shall be available for inspection by any Director or his authorized representative at any reasonable time. Every Director as well as the Parties shall be furnished with a copy of the signed minutes of each meeting.

10.16    The liability of the members of the Board of Directors who violate their duties shall be limited to actions or omissions that constitute a breach of their duties to the Company as established under applicable laws and regulations of the PRC. Should claims be asserted by third parties against such Board members working the performance of their duties as Directors, the Company shall defend, indemnify, and hold harmless such Directors with respect to valid claims.

10.17    Any report prepared by the Board of Directors for review by the Shareholders’ Meeting shall be prepared in good faith, in compliance with applicable legal requirements and present relevant matters in a manner that is fair and not misleading.

11.1    The Company shall have two (2) supervisors, of whom one (1) shall be nominated by Party A and one (1) by Party B, and shall be elected by the Shareholders’ Meeting.

11.2    Each supervisor shall be elected by the Shareholders’ Meeting for a term of three (3) years, and may be re-nominated by the Party that originally nominated such supervisor and elected by the Shareholders’ Meeting for subsequent terms of three (3) years. A supervisor may be removed and replaced at any time by the Party which had originally nominated such supervisor by way of written notice to the Parties and the Board. If the position of supervisor is vacated by retirement, resignation, illness, disability or death or by the removal of the original supervisor by a Party, the Party which has the right to nominate such Supervisor shall nominate a successor to serve out such supervisor’s term. The Parties shall promptly pass resolutions at the Shareholders’ Meeting or sign resolutions in writing to re-elect the aforesaid individual candidates nominated for renewal, replacement and succession after vacancy as the supervisors of the Company.

11.4    The expenses necessarily incurred by the supervisors for the performance of their duties shall be borne by the Company.

12.1    The Company shall adopt a system where the General Manager shall be directly responsible and report to the Board of Directors. The Company shall establish a management organization to undertake responsibility for the day-to-day operations of the Company. The management organization shall have a General Manager and Deputy General Manager. The General Manager shall be in charge of day-to-day management and operation of the Company.

12.2    The responsibility of the General Manager is to carry out the decisions of the Board of Directors and to organize and conduct the daily management of the Company. The general scope of authority, duties and term of the General Manager shall be stipulated in the Articles of Association of the Company. Upon authorization by the Board of Directors, the General Manager shall have the right to execute contracts, agreements and other legal documents on behalf of the Company.

12.3    Party B shall have the exclusive right to nominate a candidate for the position of the General Manager. Party A shall have the exclusive right to nominate a candidate for the position of Deputy General Manager. The General Manager shall have the exclusive right to determine what management positions, other than those determined by the Board of Directors under Article 10.10(6), may be necessary and to appoint such persons to those positions as deemed appropriate by him (or her), after consultation with the Deputy General Manager. The Deputy General Manager shall assist with the work of the General Manager and report to the General Manager.

12.4    The General Manager and the Deputy General Manager shall be appointed and dismissed by the decision of the Board of Directors. The Board of Directors shall decide the appointment of the individual for the General Manager position from the candidate nominated by Party B and the individual for the Deputy General Manager position from the candidate nominated by Party A. The Parties shall cause the members of the Board of Directors nominated by it to ensure that their respective nominated candidates will be appointed as General Manager and Deputy General Manager by the Board of Directors. Such individual shall then serve in that position until resignation or replacement by the Board. The General Manager and Deputy General Manager may be dismissed at any time by a resolution of the Board, with replacement candidates to be chosen as set forth in Article 12.3 herein.

12.5    The Parties covenant and agree to nominate for the General Manager and Deputy General Manager positions individuals who do not serve as a director, officer, employee, partner or other controlling person of a business entity, owned in whole or in part by other foreign or Chinese investors and/or business partners, that engages in services which compete with the business activities of the Company in the PRC.

13.1    The General Manager shall be responsible for the preparation of the annual operating plans of the Company. The annual operating plans for each fiscal year of the Company shall be submitted to the Board of Directors for review prior to September of the preceding year and shall include comprehensive detailed information on:

13.2    The Board shall, with the assistance of the General Manager, be responsible for the preparation of the annual budget plans of the Company. The annual budget plans (including balance sheet, profit and loss statement, capital spending plans and cash flow projection) for each fiscal year of the Company shall be submitted to the Shareholders’ Meeting for review prior to November of the preceding year.

13.3    The General Manager shall be responsible for implementation of the annual operating plans approved by the Board of Directors and the annual budget plans approved by the Shareholders’ Meeting, provided, however that the General Manager shall have the flexibility, within guidelines established by the Board of Directors, to modify the plan subject to the market conditions and the situation of the Company in the best interests of the Company.

13.4    The General Manager shall set up a number of departments according to the operation requirement of the Company and, after consultation with the Deputy General Manager, to appoint and remove the department managers (other than those management members that can only be appointed or removed by the Board subject to the provisions of Article 10.10(6)) who shall be responsible to and report (directly or indirectly) to the General Manager. In addition, the General Manager shall have the final decision in the selection of workers and staff.

14.1    The Company may purchase required raw materials, fuels, auxiliary equipment, and other items deemed necessary to conduct business within the Company’s purpose and scope in domestic and foreign markets in accordance with fair and reasonable principles.

15.1    The Company shall open and maintain an RMB deposit account and foreign exchange deposit accounts with such banks or financial institutions in the PRC designated for engaging in RMB or foreign exchange business and the procedures for issuing and signing checks shall be decided by the Board of Directors and stated in the financial rules and policies of the Company. The Company may also open foreign exchange deposit accounts with foreign banks in foreign countries as designated by the Board of Directors upon approval by the State Administration of Foreign Exchange or its relevant local branch.

15.2    All of the Company’s foreign exchange income shall be deposited in the foreign exchange deposit accounts and all the payments in foreign exchanges shall be made from its foreign exchange deposit accounts.

15.3    The Company may adopt all methods available to exchange the Company’s RMB to foreign currency when needed or required under existing and future PRC laws and regulations governing foreign exchange.

15.4    The Company’s foreign exchange shall be used in such manner as decided by the Board of Directors.

16.1    According to the Labor Law, the Labor Contract Law and other relevant laws and regulations of the PRC, the Company shall sign employment contracts with each of its employees which shall cover the recruitment, employment, dismissal and resignation, wages, labor insurance, welfare, rewards and bonuses, safety, labor discipline and other matters concerning the staff and workers and staff members of the Company in accordance with the relevant PRC laws and regulations.

16.2    The General Manager shall formulate and present for review and approval by the Board rules and policies with respect to recruitment, employment, dismissal and resignation of employees of the Company and their wages, salaries, labor insurance, welfare awards, labor discipline and other matters, to dismiss workers and staff members as redundant in view of the scope of business and of securing profitability of the Company, as well as to maintain labor discipline in accordance with modern management practices and applicable laws and regulations of the PRC. Following approval by the Board, these rules and policies shall be implemented by or under the supervision of the General Manager.

16.3    The Company may employ expatriates and/or seconded employees from Party A or Party B or their Affiliates. Details concerning their salaries, social insurance, welfare, housing, standard for traveling expenses etc. shall be determined by the Board of Directors and as may be established in the employment agreement between the Company and the expatriate.

16.4    The Company’s employees may establish a trade union organization in accordance with the Trade Union Law of the PRC. If such trade union is established, the Company shall contribute two percent (2%) of its monthly actual payroll of employees to the trade union. The trade union’s activities shall comply with applicable laws and regulations of the PRC.

17.1    The Company shall establish its own financial and accounting system and rules governing financial affairs in accordance with the applicable laws and regulations of the PRC. The accounting system and rules of the Company shall be filed with local financial and tax authority for record.

17.2    The Company shall prepare its financial statements under PRC generally accepted accounting principles and shall also prepare such financial statements under such other national or international accounting standards as may be requested by any Shareholder. The Company shall use RMB as the base bookkeeping currency for its financial records. The financial reports of the Company shall be approved and jointly signed by the General Manager and the finance manager, be prepared and kept in both the Chinese and English languages, and submitted to the local tax authority and financial authority if so legally required. Upon a Party’s request, the monthly financial reports shall be submitted to the Parties .

17.4    Annual allocations for reserve funds, expansion funds and welfare and bonuses funds for staff and workers shall be set aside from the after-tax profits in accordance with the relevant laws and regulations of the PRC. The Company shall allocate 10% of its annual after-tax profits to a statutory reserve fund until the amount of such statutory reserve fund reaches 50% of the registered capital. Thereafter, the Company may retain a discretionary reserve fund from its after-tax profits subject to a resolution of the Shareholders’ Meeting in accordance with Article 9.1(7).

17.5    Except as otherwise decided by the Board of Directors, the after-tax profits may be distributed to each Party in proportion to its ratio in the Registered Capital of the Company after various funds have been contributed.

17.6    Financial audit and examination of the Company shall be conducted by an independent auditor of international standing registered in the PRC and appointed by the Board of Directors. Audit reports shall be submitted to the Shareholders’ Meeting for review and approval.

17.7    Each Party shall have the right at any time, at its own cost, to send its own employees or to engage an independent auditor or certified public accountant registered in the PRC to inspect all vouchers, receipts, statistical statements and reports, account books and records and to undertake financial checking and examination with reasonable notice and demonstration of a reasonable business need for such audit.

17.8    Upon a Party’s request, the Company shall prepare and provide to such Party monthly financial reports containing information requested by such Party. The Company shall also provide, on such timely basis as is specified by Party B, information requested by Party B for purposes of its income tax and other required filings in the United States.

17.9    The Company shall pay taxes in accordance with the requirements of PRC laws and other applicable laws and regulations. The Company shall apply for any possible preferential tax treatment and investment incentives in accordance with the provisions of applicable PRC laws and regulations.

17.10    Staff members and workers of the Company shall pay individual income tax according to the applicable PRC laws and regulations.

17.11    The Company shall not distribute profits unless the losses of previous fiscal year have been compensated. The remaining profit from a previous fiscal year can be distributed together with that of the current fiscal year.

19.1    Unless otherwise provided herein, neither Party may offer to transfer or transfer all or any part of its interest in the Registered Capital of the Company to a third party without the prior written consent of the other Party. Subject to the foregoing, in the event of a proposed transfer by a Party of all or any part of its interest in the Registered Capital of the Company to a third party, the other Party shall have a right of pre-emption to acquire such interest subject of the proposed transfer on terms and conditions no less favorable than those offered to or by the third party transferee.

19.3    Each Party undertakes to ensure that any such Affiliate to which it assigns all or part of its equity interests shall immediately, upon such Affiliate ceasing to be an Affiliate of such Party, transfer all of its equity interests which such Affiliate then holds to the Party (or to another of the Party’s Affiliates).

19.4    In case of a transfer of equity interests which is agreed between the Parties or otherwise permitted under this Contract (including any transfer of equity interests pursuant to this Article 19 or Article 20), the Parties shall, and shall procure that the Company shall, cooperate to sign all documents (including amendments to this Contract and the Articles of Association to reflect such transfer) and take all other steps necessary to obtain governmental approvals and registrations to cause such transfer to be completed as soon as reasonably practicable and in any event within such timeframe as required under this Contract.

20.1    Subject to Article 20.3, the Company shall be dissolved and this Contract shall be terminated (a) upon expiration of the Joint Venture Term or any extension thereof or (b) if any of the following conditions or events occur and a resolution of the Shareholders’ Meeting is adopted for such dissolution:

20.3    Upon occurrence of any of the following: (a) the Parties are unable to reach agreement on the extension of the Joint Venture Term at least 180 days prior to the date of expiry of the same; (b) any of termination events as set forth in Article 20.1 occurs; or (c) Party A commits a material breach of this Contract and Party B has delivered a Breach Termination Notice to Party A pursuant to Article 20.2, Party B shall be entitled, at any time prior to the later of (i) the establishment of the liquidation committee by the Company; and (ii) the expiry of a ninety (90)-day period following the occurrence of the relevant triggering event, to notify Party A in writing to request that Party A sells its entire equity interest in the Company to Party B at a price equal to the Fair Market Value of such equity interest. Any such sale shall be subject to and carried out in accordance with then applicable laws and regulations (including those relating to the disposal of state-owned assets). If the then applicable laws and regulations require that any sale of Party A’s equity interest in the Company be subject to any State-owned asset appraisal, administrative approval, public listing or bidding procedure, then such procedure shall be complied with and Party B shall acknowledge and agree to follow such procedure. Party A agrees that Party B may participate in such procedure as a buyer unless Party B is prohibited by applicable PRC laws and regulations from participating in such procedure (including exercising its right of pre-emption pursuant to Article 19.1 or otherwise provided under applicable PRC law to purchase such equity interest and at such price as determined pursuant to such procedure). Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), Party A shall use reasonable efforts to exclude any third party whose primary business, by revenue, consists of testing, inspection and/or certification of third-party products and/or services. Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), the Parties shall use all reasonable efforts to complete the sale of Party A’s equity interest pursuant to the foregoing within 120 days (which may be reasonably extended by the Parties to the extent necessary due to any then prevailing legal or regulatory reason or the occurrence of a force majeure event)

20.4    If Party B commits a material breach of this Contract and Party A has delivered a Breach Termination Notice to Party B pursuant to Article 20.2, Party A shall be entitled, at any time prior to the later of (a) the establishment of the liquidation committee by the Company; and (b) the expiry of a ninety (90)-day period following the delivery by Party A of the Breach Termination Notice to Party B, to notify Party B in writing to request that Party B purchases the entire equity interest in the Company held by Party A at a price equal to the Fair Market Value of such equity interest. Any such sale shall be subject to and carried out in accordance with then applicable laws and regulations (including those relating to the disposal of state-owned assets). If the then applicable laws and regulations require that any sale of Party A’s equity interest in the Company be subject to any State-owned asset appraisal, administrative approval, public listing or bidding procedure, then such procedure shall be complied with and Party B shall acknowledge and agree to follow such procedure. Party A agrees that Party B may participate in such procedure as a buyer unless Party B is prohibited by applicable PRC laws and regulations from participating in such procedure (including exercising its right of pre-emption pursuant to Article 19.1 or otherwise provided under applicable PRC law to purchase such equity interest and at such price as determined pursuant to such procedure). Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), Party A shall use reasonable efforts to exclude any third party whose primary business, by revenue, consists of testing, inspection and/or certification of third-party products and/or services. Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), the Parties shall use all reasonable efforts to complete the sale of Party A’s equity interest pursuant to the foregoing within 120 days (which may be reasonably extended by the Parties to the extent necessary due to any then prevailing legal or regulatory reason or the occurrence of a force majeure event) following the request notified in writing by Party A to Party B. If following the delivery by Party A of the Breach Termination Notice to Party B, Party A does not notify Party B in writing of its request for Party B to purchase Party A’s equity interest in the Company within the timeframe prescribed above, then the Company shall proceed to carry out the dissolution and liquidation procedure in accordance with Articles 20.6 to 20.12.

20.5    Subject to the provisions of this Article 20.5, if a Change of Control Involving Competitor occurs in respect of Party A, Party B shall be entitled, in its sole discretion and at any time following such Change of Control Involving Competitor in respect of Party A, to notify Party A in writing to require Party A to sell its entire equity interest in the Company to Party B at a price equal to the Fair Market Value of such equity interest. If a Change of Control Involving Competitor occurs in respect of Party B, Party A shall be entitled, in its sole discretion and at any time following such Change of Control

20.6    Upon the expiration of the Joint Venture Term or upon earlier termination of this Contract pursuant to the foregoing provisions of this Article 20, and subject to any process as otherwise provided in this Article 20, the Company shall proceed to be dissolved and liquidated in accordance with Articles 20.7 through 20.12 and the

20.7    The Company shall set up a liquidation committee to carry out the dissolution and liquidation of the Company. The liquidation committee shall comprise of at least one representative of each of the Parties and such other persons (including professional advisors) as permitted or required under applicable law. The liquidation committee may exercise the following functions and powers during the process of liquidation:

20.8    The liquidation committee shall notify the creditors of the Company in such manner and within such timeframe as required under applicable laws.

20.9    The liquidation committee shall after having prepared the balance sheet and list of properties assets of the Company, submit the same to the Parties. Party B may notify the liquidation committee in writing such properties or assets of the Company (including but not limited to testing equipment, intellectual property rights and customer contracts) that it wishes to acquire, and be entitled to a pre-emptive right to acquire such properties and assets through the asset disposal and liquidation procedure administered by the liquidation committee, provided that where a valid offer for any such property or asset has been received from a third party, Party B shall exercise such pre-emptive right on terms and conditions taken as a whole that are not less favorable to Party A than those offered by such third party.

20.10    After paying off the liquidation expenses (including remuneration of the liquidation committee, any expenses in connection with the legal proceedings, and expenses incurred in the common interest of creditors), wages of employees, social insurance contributions and other employees liabilities, outstanding taxes, debts and liabilities of the Company, any properties or assets (or the proceeds realized from the disposal of such properties and assets) remaining thereafter shall be distributed among the Parties in accordance with their respective shareholding percentages in the Company.

20.11    During the liquidation procedure, the Company shall continue to exist but shall not carry out any business or trading activities other than such activities strictly related to the purpose of liquidation as determined by the liquidation committee.

20.12    After the liquidation procedure of the Company is completed, the liquidation committee shall prepare a liquidation report and submit the report to the Shareholders’ Meeting for confirmation and thereafter make all necessary filings and submissions to the SAMR to cancel the Company’s registration and hand in its business license. After the de-registration of the Company with the SAMR, its original accounting books shall be retained by Party B and copies shall be kept by Party A. The liquidation committee shall also make a public announcement regarding the ceased-registration of the Company.

21.1    In the event of a breach of this Contract, the defaulting Party shall be liable to the non-defaulting Party for direct damages incurred or suffered as a result of such defaulting Party’s breach of contract. The failure of a Party to give notice to the other Party of a breach of this Contract shall not constitute a waiver thereof, nor shall the waiver of any breach of this Contract constitute a waiver of any other breach of this Contract.

21.2    Notwithstanding anything contained in this Contract, neither Party shall be liable to the other Party or to the Company for consequential damages, loss of production or loss of profit.

22.1    The formation, validity, interpretation and performance of this Contract and dispute resolution relating to this Contract, as well as to its appendices, their exhibits, and the Articles of Association shall be governed by the laws of the PRC. In the event that there is no published law in in the PRC governing a particular matter relating to this Contract, reference shall be made to general international commercial practices. Party A shall have the responsibility of informing the Company of all PRC laws pertaining to this Contract of which Party A should be aware.

22.2    If a Party’s economic benefits are adversely and materially affected by the promulgation of any new laws or regulations of the PRC or the United States or the amendment or interpretation of any existing laws or regulations of the PRC or the United States after the effective date of this Contract or the Articles of Association, the Parties shall promptly

23.1    Neither Party shall be liable for damages or otherwise for any delay or failure in the performance of obligations under this Contract, if such delay or failure is caused by an event unforeseen at the time of conclusion of this Contract and whose occurrence or consequences the Parties and the Company can neither avoid nor overcome by reasonable means.

23.2    In any event, force majeure shall include but not be limited to: hostilities (whether war be declared or not), riot, explosion, flood, earthquake, typhoon.

23.3    The Party affected by the force majeure event shall notify the other Party without delay with detailed information on the force majeure events.

23.4    A Party who is relieved by Article 23.1 of the consequences of any delay or failure shall take all reasonable steps to minimize the effect of such delay or failure as soon as possible after the occurrence of the cause thereof. If a Party is prevented from performing under this Contract by an event of force majeure, the time for performance shall be extended by a period equal to the effect of the event of force majeure.

23.5    If the effect of force majeure continues for more than one hundred eighty (180) days, both Parties shall settle the matter of how this Contract is to be further implemented, if at all, through friendly negotiations subject to Article 20.1.

24.1    The Company shall, at its own cost and expense at all times during the operation of the Company, take out and maintain full and adequate insurance against loss or damage by fire and such other risks as customarily insured against, including but not limited to liability insurance.

25.1    The Company shall comply with all applicable laws, statutes and regulations and the internal rules and policies of the Company in its conduct of business and shall maintain strict compliance with all anti-bribery and anti-corruption laws and regulations of the PRC, any other anti-bribery and anti-corruption laws and regulations that may be applicable to the Company and the Parties, including the internal anti-bribery and anti-corruption policies of Party B’s group companies as notified to the Company from time to time, and shall establish and implement appropriate reporting protocols and requirements to oversee such compliance.

25.2    Upon the request of either Party, the Company shall provide all reasonable support and assistance (including but not limited to providing any information, books and records of the Company and allowing access to senior management members or other employees and agents of the Company as reasonably requested by a Party) to such Party and its professional advisors for the purpose of conducting any review or audit of the Company’s compliance with applicable laws (including but not limited to the anti-bribery and anti-corruption laws and regulations referred to in Article 25.1).

26.1    Company shall (a) comply with all applicable laws and regulations relating to the collection, use, storage, disclosure, provision, transfer, processing, retention, preservation and accuracy of all data in the operation of the Company and (b) implement and maintain operational, technical and physical measures, policies and procedures to protect the security, confidentiality and integrity of data subject to protection under applicable laws and regulations in line with market practice customarily adopted by companies operating in similar business sectors as the Company.

28.1    The Parties shall use best efforts to settle through amicable discussions in good faith all disputes arising from the performance of or in connection with this Contract. If no settlement can be reached within ninety (90) days after a Party has given written notice to the other Party of the existence of a dispute under this Article, the dispute shall be submitted to arbitration.

28.3    During the arbitration, this Contract shall be performed continuously by both Parties except for matters in dispute.

28.4    In any arbitration proceeding, any legal proceeding to enforce any arbitration award and in any legal action between the Parties pursuant to or relating to this Contract, each Party expressly waives the defense of sovereign immunity and any other defense of exemption from suit, judgment or order of execution based on the fact or allegation that it is a party, agency or instrumentality of or representing a government. Any award of the arbitrators shall be enforceable by any court having jurisdiction over the Party against which the award has been rendered, or wherever assets of the Party against which the award has been rendered can be located and shall be enforceable in accordance with the “Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York 1958)”.

29.1    This Contract shall be executed by the Parties in two (2) original copies in English and in two (2) original copies in Chinese, of which each Party shall hold one (1) in each language. The English and the Chinese versions shall be equally valid and authentic. In case of discrepancies between the two versions, the Parties will through friendly discussions determine their common intention.

30.1    Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation and implementation of this Contract.

30.2    The Parties agree to use their best efforts to cause the full and faithful performance by the Company and its employees of the terms and conditions of any contract or agreement already concluded or in the future to be concluded with any of the Parties.

30.3    The failure of a Party to enforce any provision of this Contract or to exercise any right in respect thereto shall not be construed as constituting a waiver of its right to enforce the same or any other provision or to exercise the same or any other right.

30.4    If any provision of this Contract is or becomes invalid or unenforceable because of legal or regulatory requirements, the Parties shall use all reasonable efforts to negotiate in good faith for a valid and enforceable provision which shall reflect the legal and economic substance of the invalid or unenforceable provision as closely as possible. If an

30.5    Notices shall be in writing and in English, executed by an authorized person and delivered personally, by registered or certified mail, courier or electronic mail. Notice shall be deemed to have been delivered by electronic mail on the next Business Day after the date on which such electronic mail was sent and, by mail or courier, upon the earlier of (i) receipt or (ii) five (5) days after the notice is deposited in the mail or placed with the courier for delivery to a Party at the following address (or at such other address as that Party may designate in writing):

30.6    This Contract    and its appendices attached hereto together with the Ancillary Agreements constitute the entire agreement between the Parties on the subject matter of this Contract and supersedes all previous negotiations, communications, representations, undertakings and agreements, whether oral or written, between the Parties with respect to the subject matter of this Contract, which shall be deemed terminated and cease to have all force and effect and none of the Parties or their Affiliates shall have any claim against nor any liability towards the other Party or any of its Affiliates thereunder.

30.7    The rights and obligations of the Parties pursuant to this Contract shall continue to exist throughout the Joint Venture Term. In the event of any conflict between this Contract and the Articles of Association or any Ancillary Agreement, this Contract shall take precedence. The provisions of Article 8.3, Article 8.4, Article 20, Article 21, Article 22,

(a)    Unless the context otherwise requires, capitalized terms in these Articles of Association shall have the meanings assigned to them in Schedule 1.

(c)    The legal address of the Company is No. 2 Chengwan Road, Suzhou Industrial Park, Suzhou City, Jiangsu Province, PRC.

(d)    The Company may establish branch offices and/or business offices in other places in or outside China as the Company deems suitable based on its business needs.

(a)    The Company shall have independent Chinese legal person status. All activities of the Company shall be protected and governed by the applicable laws, rules and regulations of

(b)    The Company shall be a limited liability company with joint investment established in accordance with the Foreign Investment Law, the Company Law and other applicable PRC laws and regulations.

(c)    Unless otherwise stated in the JV Contract or these Articles of Association, any transaction between the Company and Party A or Party B or any of the Parties’ Affiliates or related parties shall be on an arm’s length basis in accordance with competitive market conditions.

(d)    Each Party to the Company is liable to the Company only to the extent of the Registered Capital it subscribed and contributed. Any profits, risks or losses shall be shared by the Parties in proportion to their respective contributions made to the Registered Capital of the Company. In case of the Company incurring losses, neither Party shall be obliged to contribute additional funds to the Company in excess of its then subscribed capital contributions to the Registered Capital. The Company is liable to a third party only to the extent of its assets.

(b)    The balance between the total investment and Registered Capital shall be raised through loans to the Company. Additional funds for Company’s further investment and/or operating needs may be obtained by the Company from Chinese or foreign financial institutions. The Parties may also provide loans to the Company, but shall have no obligations to do so. The Company’s Board of Directors or other management designated by the Board shall, with the assistance of the Parties, arrange for such loans on the most competitive terms available to it.

(a)    As of the date hereof, the respective capital contributions subscribed and contributed by each Party to the Registered Capital are:

(b)    The Parties agree that the value of in-kind contributions (if any) made by the Parties shall be based on the Fair Market Value. Party A shall be responsible for completing the state asset valuation procedure if any state-owned asset is involved in such in-kind contributions. Party A and Party B shall mutually select an appraiser and determine the principles for valuation of the state-owned assets of Party A to be contributed. For non-state-owned assets, the Parties agree to mutually determine the Fair Market Value without consulting with an independent appraiser. The Parties may engage an independent appraiser if the Parties cannot mutually agree on the Fair Market Value or otherwise decide to engage an independent appraiser.

(a)    Any change in the Registered Capital of the Company shall be approved by the Shareholders’ Meeting in accordance with Article 13 and registered with the SAMR.

(c)    Any decrease in the Registered Capital shall be made by the Parties in the same proportion as their then respective contributions to the Registered Capital, unless otherwise agreed in writing between the Parties.

(a)    Unless otherwise provided herein, neither Party may offer to transfer or transfer all or any part of its interest in the Registered Capital of the Company to a third party without the prior written consent of the other Party. Subject to the foregoing, in the event of a proposed transfer by a Party of all or any part of its interest in the Registered Capital of the Company to a third party, the other Party shall have a right of pre-emption to acquire such interest subject of the proposed transfer on terms and conditions no less favorable than those offered to or by the third party transferee.

(c)    Each Party undertakes to ensure that any such Affiliate to which it assigns all or part of its equity interests shall immediately, upon such Affiliate ceasing to be an Affiliate of

(d)    In case of a transfer of equity interests which is agreed between the Parties or otherwise permitted under these Articles of Association (including any transfer of equity interests pursuant to this Article 12 or Article 47) or the JV Contract, the Parties shall, and shall procure that the Company shall, cooperate to sign all documents (including amendments to the JV Contract and these Articles of Association to reflect such transfer) and take all other steps necessary to obtain governmental approvals and registrations to cause such transfer to be completed as soon as reasonably practicable and in any event within such timeframe as required under these Articles of Association and the JV Contract.

(1)    to amend these Articles of Association (other than any amendment pursuant to item (8) below);

(2)    to approve any increase, decrease and any transfer of the Registered Capital (other than any proposed increase of Registered Capital pursuant to item (8) below) and the adjustment of shareholding percentage due to such decrease or transfer;

(3)    to approve any merger, split, conversion of corporate form, acquisition of another entity, establishment of a subsidiary or an equity joint venture with another entity;

(4)    to approve the termination, dissolution or liquidation of the Company;

(5)    to review and approve the annual financial budget plans, final annual financial accounts and audit report;

(6)    to review and approve the distribution of profits and loss make-up plans;

(7)    to approve the allocation and use of statutory and discretionary reserve funds of the Company;

(8)    to approve any increase of the Registered Capital in which the Parties are invited or otherwise entitled to participate in proportion to their respective shareholding percentages in the Company, and related amendments to the Articles of Association;

(9)    to determine the Company’s operational guidelines and investment plans;

(10)    to elect the Directors and supervisors and determine their remuneration;

(11)    to review and approve the reports of Board of Directors and supervisors;

(12)    to approve the issuance of corporate bonds of the Company; and

(13)    any other functions and powers conferred by applicable laws, the JV Contract and these Articles of Association.

(a)    Each Party shall exercise its voting rights in accordance with its respective shareholding percentage in the Registered Capital on each matter to be decided at any Shareholders’ Meeting. A Director shall be entitled to represent and act on behalf of the Party that nominates him at any Shareholders’ Meeting if so authorized by such Party in writing.

(b)    Adoption of resolutions of the Shareholders’ Meeting on items (1) through (4) in Article 13 shall require the unanimous affirmative votes of all shareholders.

(c)    Adoption of resolutions of the Shareholders’ Meeting on items (5), (6), (9) and (12) in Article 13 shall require the affirmative votes of shareholders representing more than three-fourths (3/4) of the voting rights of all shareholders.

(d)    Adoption of resolutions of the Shareholders’ Meeting on items (7) and (8) in Article 13 shall require the affirmative votes of shareholders representing more than two-thirds (2/3) of the voting rights of all shareholders.

(e)    Any other resolution passed by the Shareholders’ Meeting shall only take effect with the affirmative votes of shareholders representing more than fifty percent (50%) of the voting rights of all shareholders.

(f)    In lieu of a Shareholders’ Meeting, a written resolution may be adopted. Such a resolution is adopted if sent to each of the Parties and affirmatively signed by the authorized representatives of both Parties.

(a)    The Shareholders’ Meeting shall be held at least annually every year. Upon written request of shareholders representing 10% or more of the voting rights, or one third or more of the Directors or supervisors specifying the matters to be discussed, an interim Shareholders’ Meeting shall be convened. The Shareholders’ Meetings shall be convened by the Board and presided over by the Chairman. If the Chairman is unable or fails to perform his duties, the Vice Chairman shall preside over the Shareholders’ Meeting. If the Vice Chairman is unable or fails to perform his duties, a Director elected by a majority of the Directors shall preside over the Shareholders’ Meeting. If the Board is unable or fails to fulfill its duties to convene the Shareholders’ Meeting, the supervisors shall convene and preside over the Shareholders’ Meeting. If the supervisors do not convene or preside over such the Shareholders’ Meeting, shareholders representing one

(b)    The quorum at any Shareholders’ Meeting shall be at least one (1) authorized representative of each of the Parties present in person. In case a quorum is not present at any Shareholders’ Meeting, the Chairman, the Vice Chairman, or the Director presiding over the meeting (as the case may be) shall forthwith deliver a written notice to convene an adjourned meeting with the same agenda as such meeting no more than ten (10) Business Days after such meeting.

(b)    Any vacancy created on the Board of Directors, including the Chairman position, shall be re-nominated by the Party who originally nominated the Director whose absence created the vacancy, and shall be elected by the Shareholders’ Meeting. The name of the new Director shall be sent to the other Party and to the Company in writing.

(a)    The Board shall be responsible for and report its work to the Shareholders’ Meeting, implement resolutions of the Shareholders’ Meeting and shall have the following functions and powers:

(b)    The matters in item (1) in this Article 21 shall require the unanimous approval of the Directors present in person or by proxy at a duly convened meeting of the Board. The matters in items (2) through (10) in this Article 21 shall require the approval of two-thirds (2/3) of the Directors present in person or by proxy at a duly convened meeting of the Board. Any other matters other than the foregoing addressed in this Article 21 requiring a resolution of the Board shall require the approval of a simple majority of the Directors present in person or by proxy at a duly convened meeting of the Board.

(c)    Resolutions of the Board of Directors must be in English and Chinese. Both versions shall be of equal validity and authenticity.

(a)    The Board shall convene at least one (1) meeting each Gregorian calendar year and may meet more often as it deems appropriate. Upon the written request of at least three (3) Directors specifying the matters to be discussed, the Chairman shall convene an interim meeting of the Board.

(b)    The Board of Directors shall hold its regular and interim meetings at such places within or outside China as decided by the Board. Any meeting of the Board may be held by telephone conference, video conference or similar communication equipment so long as all Directors participating in the meeting can hear and communicate with one another and all such Directors shall be deemed to be present in person at the meeting.

(c)    The Chairman shall send a written notice at least thirty (30) days prior to any meeting of the Board stating the subject, time and place of the meeting. Such notice shall be made in English and Chinese and shall contain the agenda of the meeting with attached materials necessary for consideration of the matters on such agenda. Notice of Board meetings may be waived by the Directors. Moreover, notice of a meeting shall be deemed given to any Director who attends the meeting in person or by proxy in writing without protesting, before or at its commencement, at the lack of notice to that Director.

(a)    The Company shall have two (2) supervisors, of whom one (1) shall be nominated by Party A and one (1) by Party B, and shall be elected by the Shareholders’ Meeting.

(b)    Each supervisor shall be elected by the Shareholders’ Meeting for a term of three (3) years, and may be re-nominated by the Party that originally nominated such supervisor and elected by the Shareholders’ Meeting for subsequent terms of three (3) years. A

(c)    The supervisors shall exercise the following authorities:

(d)    The above scope of authority and powers of the supervisors shall be construed strictly in accordance with the provisions under applicable PRC laws as in effect from time to time and shall in no event exceed the scope of authority as conferred under such laws.

(e)    The expenses necessarily incurred by the supervisors for the performance of their duties shall be borne by the Company.

(a)    The responsibility of the General Manager is to carry out the decisions of the Board of Directors and to organize and conduct the daily management of the Company.

(b)    The General Manager shall have the responsibilities designated by the Board of Directors from time to time, which shall include, but not be limited to the following:

(a)    Party B shall have the exclusive right to nominate a candidate for the position of the General Manager. Party A shall have the exclusive right to nominate a candidate for the position of the Deputy General Manager. The General Manager shall have the exclusive right to determine what management positions, other than those determined by the Board of Directors under Article 21(6), may be necessary and to appoint such persons to those positions as deemed appropriate by him (or her), after consultation with the Deputy General Manager. The Deputy General Manager shall assist with the work of the General Manager and report to the General Manager.

(b)    The General Manager and the Deputy General Manager shall be appointed and dismissed by the decision of the Board of Directors. The Board of Directors shall decide the appointment of the individual for the General Manager position from the candidate nominated by Party B and the individual for the Deputy General Manager position from the candidate nominated by Party A. The Parties shall cause the members of the Board of Directors nominated by it to ensure that their respective nominated candidates will be appointed as General Manager and Deputy General Manager by the Board of Directors.

(c)    The Parties have agreed to nominate for the General Manager and Deputy General Manager positions individuals who do not serve as a director, officer, employee, partner or other controlling person of a business entity, owned in whole or in part by other foreign or Chinese investors and/or business partners, that engages in services which compete with the business activities of the Company in the PRC.

(a)    The Company shall establish its own financial and accounting system and rules governing financial affairs in accordance with the applicable laws and regulations of the PRC. The accounting system and rules of the Company shall be filed with local financial and tax authority for record.

(b)    The Company shall prepare its financial statements under PRC generally accepted accounting principles and shall also prepare such financial statements under such other national or international accounting standards as may be requested by any Shareholder. The Company shall use RMB as the base bookkeeping currency for its financial records.

(a)    Subject to Article 47(c), the Company shall be dissolved (i) upon expiration of the Joint Venture Term or any extension thereof or (ii) if any of the following conditions or events occur and a resolution of the Shareholders’ Meeting is adopted for such dissolution:

(c)    Upon occurrence of any of the following: (1) the Parties are unable to reach agreement on the extension of the Joint Venture Term at least 180 days prior to the date of expiry of the same; (2) any of termination events as set forth in Article 47(a) occurs; or (3) Party A

(d)    If Party B commits a material breach of the JV Contract and Party A has delivered a Breach Termination Notice to Party B pursuant to Article 47(b), Party A shall be entitled, at any time prior to the later of (1) the establishment of the liquidation committee by the Company; and (2) the expiry of a ninety (90)-day period following the delivery by Party A of the Breach Termination Notice to Party B, to notify Party B in writing to request that Party B purchases the entire equity interest in the Company held by Party A at a price equal to the Fair Market Value of such equity interest. Any such sale shall be subject to and carried out in accordance with then applicable laws and regulations (including those relating to the disposal of state-owned assets). If the then applicable laws and regulations require that any sale of Party A’s equity interest in the Company be subject to any State-owned asset appraisal, administrative approval, public listing or bidding procedure, then such procedure shall be complied with and Party B shall acknowledge and agree to follow such procedure. Party A agrees that Party B may participate in such procedure as a buyer unless Party B is prohibited by applicable PRC laws and regulations from

(e)    Subject to the provisions of this Article 47(e), if a Change of Control Involving Competitor occurs in respect of Party A, Party B shall be entitled, in its sole discretion and at any time following such Change of Control Involving Competitor in respect of Party A, to notify Party A in writing to require Party A to sell its entire equity interest in the Company to Party B at a price equal to the Fair Market Value of such equity interest. If a Change of Control Involving Competitor occurs in respect of Party B, Party A shall be entitled, in its sole discretion and at any time following such Change of Control Involving Competitor in respect of Party B, to notify Party B in writing to require Party B to purchase Party A’s entire equity interest in the Company at a price equal to the Fair Market Value of such equity interest. Any sale of Party A’s equity interest pursuant to the foregoing shall be subject to and carried out in accordance with then applicable laws and regulations (including those relating to the disposal of state-owned assets). If the then applicable laws and regulations require that any sale of Party A’s equity interest in the Company be subject to any State-owned asset appraisal, administrative approval, public listing or bidding procedure, then such procedure shall be complied with and Party B shall acknowledge and agree to follow such procedure. Party A agrees that Party B may participate in such procedure unless Party B is prohibited by applicable PRC laws and regulations from participating in such procedure (including exercising its right of pre-emption pursuant to Article 12(a) or otherwise as provided under applicable PRC law to purchase such equity interest and at such price as determined pursuant to such procedure). Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), Party A shall use reasonable efforts to exclude any third party whose primary business, by revenue, consists of testing, inspection and/or certification of third-party products and/or services. Subject to compliance with then applicable laws and regulations (including those related to the disposal of state-owned assets), the Parties shall use all reasonable efforts to complete the sale of Party A’s equity interest pursuant to the foregoing within 120 days (which may be

(a)    The Company shall set up a liquidation committee to carry out the dissolution and liquidation of the Company. The liquidation committee shall comprise of at least one representative of each of the Parties and such other persons (including professional advisors) as permitted or required under applicable law. The liquidation committee may exercise the following functions and powers during the process of liquidation:

(b)    The liquidation committee shall notify the creditors of the Company in such manner and within such timeframe as required under applicable laws.

(c)    The liquidation committee shall after having prepared the balance sheet and list of properties assets of the Company, submit the same to the Parties. Party B may notify the liquidation committee in writing such properties or assets of the Company (including but not limited to testing equipment, intellectual property rights and customer contracts) that it wishes to acquire, and be entitled to a pre-emptive right to acquire such properties and assets through the asset disposal and liquidation procedure administered by the liquidation committee, provided that where a valid offer for any such property or asset has been received from a third party, Party B shall exercise such pre-emptive right on terms and conditions taken as a whole that are not less favorable to Party A than those offered by such third party.

(d)    During the liquidation procedure, the Company shall continue to exist but shall not carry out any business or trading activities other than such activities strictly related to the purpose of liquidation as determined by the liquidation committee.

(a)    The Company shall comply with all applicable laws, statutes and regulations and the internal rules and policies of the Company in its conduct of business and shall maintain strict compliance with all anti-bribery and anti-corruption laws and regulations of the PRC, any other anti-bribery and anti-corruption laws and regulations that may be applicable to the Company and the Parties, including the internal anti-bribery and anti-corruption policies of Party B’s group companies as notified to the Company from time to time, and shall establish and implement appropriate reporting protocols and requirements to oversee such compliance.

(b)    Upon the request of either Party, the Company shall provide all reasonable support and assistance (including but not limited to providing any information, books and records of the Company and allowing access to senior management members or other employees and agents of the Company as reasonably requested by a Party) to such Party and its professional advisors for the purpose of conducting any review or audit of the Company’s compliance with applicable laws (including but not limited to the anti-bribery and anti-corruption laws and regulations referred to in Article 53(a)).

(a)    These Articles of Association shall be written in a Chinese version and in an English version. The English and the Chinese versions shall be of equal validity and authenticity. In case of discrepancy between the two versions, the Parties will determine their common intention through friendly discussion.

(b)    In the event of any conflict or discrepancy between the JV Contract and these Articles of Association, the JV Contract shall prevail.

(a)    During the Joint Venture Term (including any extensions thereof) and for a period of five (5) years thereafter, unless (i) the information comes into the public domain through no fault of the receiving Party, or (ii) previously authorized in writing to disclose the information by the Party that originally provided such information, or (iii) any disclosure is required under applicable law, regulation, stock exchange rules (including in connection with any proposed offering of securities of a Party or its relevant Affiliate) or pursuant to the binding order of any competent governmental authority or judicial body, each Party and the Company shall maintain the confidentiality of such Confidential Information and shall not disclose to any third party, or use Confidential Information for any purpose, except in accordance with the terms and conditions of the JV Contract or these Articles of Association. Each Party and the Company shall disclose such Confidential Information only to their employees, directors, trustees, agents and external consultants whose duties require such disclosure and shall take all other reasonable precautions to prevent unauthorized use and disclosure.

(b)    The Parties shall cause their directors, officers, agents, external consultants and employees, and those of their divisions, subsidiaries or affiliates, to comply with the confidentiality obligation set forth herein. To this effect, a confidentiality obligation clause shall be included in all of the Labor Contracts and consulting contracts signed by the Company.