谅解备忘录（英文版）.docx

谅解备忘录agent for either of the other for any purpose, and nothing in this MOU will give rise to any fiduciary duty owed by one Party to the other.域代码已j :带格式的:6. ANNOUNCEMENTS、带格式的:域代码已J6.1 Subject to Clause none of the Parties may make or issue a public announcement, communication or circular concerning the transactions referred to in this MOU unless it has first obtained the other Parties6.2.2 required by law, by a rule of a listing authority by which either Party's shares are listed, a stock exchange on which either Party*s shares are listed or traded or by a governmental authority or other authority with relevant powers to which either Party is subject or submits, whether or not the requirement has the force of law, provided that the public announcement, communication or circular shall so far as is practicable be made after consultation with the other Party and after taking into account the reasonable requirements of the other Party as to its timing, content and manner of making or despatch.7. COSTS written consent 【(not to be unreasonably withheld or delayed).6.2 Clause does not apply to a public announcement, communication or circular:6.2.1 made or issued by after the date of this MOU to any of its customers, clients or suppliers informing them of the transactions referred to in this MOU ; orNote: clause 621 is optional and could be removed or tailored depending on SDIC's intention.1.1 Except where this MOU provides otherwise, each Party shall pay its own costs relating to the negotiation, preparation, execution and performance of this MOU and each of the documents referred to herein and therein.8. ASSIGNMENT8.1 The Parties agree that【A】 Company (and its successors and assigns) may, without the consent of the B Company/Seller/Partner, assign to its affiliates its rights and obligations arising out of or in relation to this MOU.Note: This assignment clause not automatically work under certain local laws, depending on the governing law of this MOU. Please consult with appropriate local counsel in terms o f enforceability o f this assignment clause.8.2 This MOU is personal to the【B Company/Seller/Partner, and it shall not assign, transfer, declare a trust of the benefit of or in any other way alienate any of its rights under this MOU whether in whole or in part.9. NOTICES域:带格式的:域:带格式的:9.1 Except as specified in Clausea notice under or inconnection with this MOU (a "Notice")：9.1.1 shall be in writing;shall be in the English/Chinese language; and（带格式的: 域代码已E9.1.2 shall be delivered personally or sent by first class post pre-paid recorded delivery (and air mail if overseas) or by fax to the Party due to receive the Notice to the address specified in Clause or to another address, person or fax number specified by that Party by not less than seven days' written notice to the other Party received before the Notice was despatched.9.29.2.1 in the case of AAddress:Fax:Marked for the attention ofand a copy to:Address:Fax:Marked for the attention of9.2.2 in the case of【B 】Address:Fax:Marked for the attention ofand a copy to:Address:Fax:Marked for the attention ofThe address referred to in Clause is:Company:【insert person's name/title ;【insert person fs name/title ;Company:【insert person's name/title ;【insert person's name/title .域代码已N l -带格式的:9.3 Unless there is evidence that it was received earlier, a Notice is deemed given:、带格式的:'域代码已N9.3.1 if delivered personally, when left at the address referred to in Clause ,1%4:9.3.2 if sent by post, except air mail, three(3) business days after posting it;if sent by air mail, six(6) business days after posting it; and9.3.3 if sent by fax, on completion of its transmission.In this Clause nbusiness day" means a day other than a Saturday or Sunday or a public holiday in either the country where the Notice is posted or that to which it is sent.10. GOVRERNING LAWThis MOU shall be governed by and construed and enforced in accordance with the laws of【PRC/Hong Kong/United Kingdom/Singapore , without regard to the principles of conflicts of law thereof.Note: Choice of PRC law has been difficult to negotiate, but company may use it as a starting negotiation point.11. DISPUTE RESOLUTIONAny dispute, controversy or claim arising out of or in connection with this MOU, whether in tort, contract, under statute or otherwise, including any question regarding its existence, validity, interpretation, breach or termination (a "Dispute"), shall be referred to and finally resolved by arbitration at the Beijing Arbitration Commission ("BAC") /China International Economic And Trade Arbitration Commission (nCIETACn) in accordance with its arbitration rules in force as at the date of this MOU (the "Rules")，which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause. (If the MOU involves domestic matters(ml», 8AC is recommended. If the MOU involves foreign-related matters, CIETAC is recommended.)11.1 The arbitral tribunal shall consist of three (3) arbitrators. Each Party shall appoint one (1) arbitrator, and the two (2) arbitrators thus appointed shall appoint the third arbitrator; if within 30 days of a request from the other Party to do so a Party fails to appoint an arbitrator, or if the two (2) arbitrators fail to agree on the third arbitrator within 30 days after the appointment of the second arbitrator, the appointment shall be made, upon request of a Party, by the chairman of BAC /CIETAC in accordance with the rules, as amended herein.11.2 The seat of the arbitration shall be at Beijing . This arbitration agreement shall be governed by the laws of the People's Republic of China.11.3 The language of the arbitration proceedings shall be English/Chinese/English (with translation in Chinese) A .11.4 The parties agree that any discovery of documents shall be limited to the documents upon which each Party relies.11.5 Any award of the tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties undertake to carry out the award without delay.11.6 The parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, insofar as such waiver may validly be made. The parties shall not be deemed, however, to have waived any right to challenge any award on the ground that the tribunal lacked substitutive jurisdiction and/or on the ground of serious irregularity affecting the tribunal, the proceedings or the award to the extent allowed by the law of the seat of arbitration.11.7 Nothing in this clause shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction.Insert the following if choose SIAC (Singapore) for arbitration.11.8 Any dispute, controversy or claim arising in any way out of or in connection with this MOU (including, without limitation: (1) any contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity or termination of this MOU) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (nSIACn) in accordance with the Arbitration Rules of SIAC (the “Rules") for the time being in force, which Rules are deemed to be incorporated by reference in this clause.11.9 The arbitration tribunal ("Tribunal") shall consist of one/three arbitrators. The claimant shall nominate one arbitrator. The respondent shall nominate one arbitrator. The two arbitrators thus appointed shall nominate the third arbitrator who shall be the presiding arbitrator. If within fourteen days of a request from the other Party to do so a Party fails to nominate an arbitrator, or if the two arbitrators fail to nominate the third arbitrator within fourteen days after the appointment of the second arbitrator, the appointment shall be made, upon request of a Party, by the President of the Court of Arbitration of SIAC in accordance with the Rules.11.10 The seat of the arbitration shall be Singapore. This arbitration agreement shall be governed by Singapore law.11.11 The language of the arbitration proceedings shall be English/English with translation into Chinese.1L12 Any award of the Tribunal shall be made in writing and shall be final and binding on the parties from the day it is made. The parties undertake to carry out the award without delay.11.13 The parties waive any right to apply to any court of law and/or other judicial authority to determine any preliminary point of law and/or review any question of law and/or the merits, insofar as such waiver may validly be made. The parties shall not be deemed, however, to have waived any right to challenge any Award on the ground that the Tribunal lacked substantive jurisdiction and/or on the ground of serious irregularity affecting the Tribunal, the proceedings or the award to the extent allowed by the law of the seat of arbitration. Nothing in this clause shall be construed as preventing any Party from seeking conservatory or interim relief from any court of competent jurisdiction.Insert the following if choose HKIAC for arbitration.11.14 Any dispute, controversy or claim arising in any way out of or in connection with this MOU (including, without limitation: (1) any issue regarding contractual, pre-contractual or non-contractual rights, obligations or liabilities; and (2) any issue as to the existence, validity, breach or termination of this MOU) (a "Dispute") shall be referred to and finally resolved by binding arbitration administered by the Hong Kong International Arbitration Centre (nHKIACn) in accordance with the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted in accordance with such Rules (the "Rules"), which Rules are deemed to be incorporated by reference into this clause and as may be amended by the rest of this clause.ODtion 1: insert the fbllowin? if select the sole arbitrator for the arbitration tribunal.Note: Al MOU stage, solo arbitratoT is more common to save costs.The arbitration tribunal ("Tribunal") shall consist of a sole arbitrator to be appointed in accordance with the Rules.Option 2; insert the following if select the three-arbitrator tribunal.The arbitration tribunal ("Tribunal")shall consist of three arbitrators to be appointed in accordance with the Rules.11.15 The seat of the arbitration shall be Hong Kong SAR. This arbitration agreement shall be governed by the laws of the Hong Kong SAR.11.16 The language of the arbitration proceedings shall be Chinese/English/English and Chinese/English with translation into Chinese. Note: Default language is English if arbitration clause does not specify othefise.】11.17 Any award of the Tribunal shall be made in writing and shall be final and binding on the Parties from the day it is made. The Parties undertake to carry out any award without delay.域代码已 域代码已I 域代码已 域代码已J 域代码已E带的: 国）域和码而 域代码已 域代码已N 带格式的:国）12. NON-BINDING EFFECTExcept for Clause 3 (Exclusivity OR Term), Clauses 4 (Confidentiality), Clause 5 (No Partnership), Clause 6 (Announcements), Clause 7 (Costs), Clause 8 (Assignment). Clause 9 (Notices，Clause 104-0 (Governing Law) and Clause J144 (Dispute Resolution), this MOU will not constitute any obligation binding on any Party. Any other obligations, legal or otherwise, will be binding only as set forth in the definitive Transaction Document entered into by the Parties.13. LANGUAGEThis MOU will be executed in both English and Chinese languages,【each of which is of equal force. / Should there be any discrepancies between the English version and the Chinese version, the English/Chinese version shall prevail. Note: The company to confirm if English and Chinese should have equal force, or either one should prevail.(Remainder of page intentionally left blank)IN WITNESS WHEREOF, this MOU is executed by the duly authorized representatives of the Parties on the date first written above.A CompanyInsert the name of A Company By: Name:Title: Authorised SignatoryB COMPANY/SELLER/PARTNERInsert the name of B Company By: Name:Title: Authorised SignatoryANNEX AASSETSMEMORANDUM OF UNDERSTANDINGThis MEMORANDUM OF UNDERSTANDING (this nMOUn) is dated and made by and between the following parties:1. 1 , a company duly established and existing in and an affiliate of State Development & Investment Group Co.,Ltd, with its registered address at (" LA Company "); and2. , a company duly established and existing in with its registered address at【】(n B Company/ Seller / Partner").Note: For an equity acquisition of shares, this should be '' B Conwanv": for an eauitv acquisition of existing shares or asset acquisition, this should be "Seller": for a joint venture, this should be ''PaHnerLA Company and B Company/ Seller / Partner are referred to herein collectively as the “Parties" and individually as a "Party”.RECITALS A Company to tailor Recitals on a case-by-case basisThe State Development & Investment Group Co.,Ltd (nSDICn) is a state- owned investment holding company in the People's Republic of China. SDIC has established a business framework integrating the four strategic sectors covering industrial investments in infrastructure, prospective strategic industries, financial and service sectors and international business.For equity acquisition of shares, insert the followingA Company desires to invest in B Company by subscribing for and purchasing certain shares, and B Company desires to issue and sellsuch shares to A Company, pursuant to the terms and subject to the conditions of this MOU (the "Project").For equity acauisition of existing shares、insert the followin?A Company desires to purchase certain shares of Insert name of target company (the "Target Company")held by the Seller as of the date hereof, and the Seller desires to sell such shares to A Company, pursuant to the terms and subject to the conditions of this MOU (the “Project").For asset acquisition, insert the followin?A Company desires to purchase the assets set forth on Annex A attached hereto owned by the Seller as of the date hereof (the "Assets"), and the Seller desires to sell such assets to A Company, pursuant to the terms and subject to the conditions of this MOU (the "Project").For joint venture, insert the followingThe Parties wish to enter into this MOU to memorialize their intention to establish a joint venture company pursuant to the terms and subject to the conditions set forth herein (the "Project").The Parties des