Acquisition of 50% equity interest in Shanghai Jinting Automobile ...

Conditions
Completion is conditional upon the following conditions being fulfilled (or waived, as the case
may be):
(i) the passing of the necessary resolution(s) by the Shareholders in an extraordinary general
meeting of the Company to be convened and held to approve the Agreement and the
transactions contemplated thereunder;
(ii) the passing of the necessary resolution(s) by the shareholders of GP Auto and/or the Vendor,
and/or their respective holding/ultimate holding companies at general meetings of their
respective shareholders or written resolution(s) in lieu of a meeting, approving the
Agreement;
(iii) the obtaining of the approval of the board of directors of Shanghai JAH for the Acquisition
and the necessary revision of the articles of association;
(iv) the issuing by each of the Other Shareholders of a statement to waive any option or
pre-emptive right to the Sale Interest without any premise;
(v) the JV Contract and JV AOA having been duly concluded between the GP Auto and the
Other Shareholders; and
(vi) the obtaining of the approvals of the PRC Approval Authorities for the Acquisition, the
Agreement, the JV Contract and the JV AOA and the obtaining by Shanghai JAH of the
certificate of approval from the PRC Approval Authorities
Completion
Completion shall take place on the date on which the new business licence is obtained by
Shanghai JAH.
Termination
If either party terminates the Agreement according to terms and conditions set out therein and
such termination occurs after the first payment of 50% of the consideration for the Sale Interest,
the Vendor shall unconditionally refund it to GP Auto without interest within two weeks from
the date of termination of the Agreement.
INFORMATION ON SHANGHAI JAH
Shanghai JAH is a sino-foreign equity joint venture incorporated in the PRC. It is principally
engaged in the manufacturing and sale of automotive wire harness.
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