资产并购-意向书-英文.doc

.TERM SHEETThis Term Sheet summarizes the principal terms in relation to the acquisition of (i) certain land use right and buildings as illustrated in the Property Ownership Certificate attached hereto as Exhibit A, and (ii) certain auxiliary facilities as described in the Auxiliary Facilities List attached hereto as Exhibit B (the “Transaction”) between *（“Seller”）and * (“Buyer”). Seller and Buyer may be sometimes referred to individually as a “Party” and collectively as the “Parties.”This Term Sheet is indicated as a basis for the upcoming definitive agreement concerning the Transaction and is not intended to be and does not constitute legally binding obligations except as set forth in the “Confidentiality,” “Exclusivity,” “Expenses” and “Governing Law and Dispute Resolution” provisions. No other legally binding obligations will be created, implied or inferred until a definitive Assets Purchase and Sale Agreement in relation to the Transaction (the “Definitive Agreement”) in final form is executed and delivered by the Parties, provided that the Definitive Agreement shall be based, to the fullest extent possible, on the terms set out in this Term Sheet. The failure to execute and deliver the Definitive Agreement shall impose no liability on Seller or Buyer. Sale and PurchaseSeller and Buyer will enter into the Definitive Agreement pursuant to which Buyer will purchase from Seller: (i) certain land use right and buildings as illustrated in the Property Ownership Certificate attached hereto as Exhibit A, (the “Real Property”) and (ii) certain auxiliary facilities as described in the Auxiliary Facilities List attached hereto as Exhibit B (the “Auxiliary Facilities”). The Real Property and the Auxiliary Facilities are collectively referred to hereinafter as the “Property.” The Parties agree that the sale by Seller of the Property shall be made on an As-Is Basis and Seller shall be liable for the truth and correctness of those representations and warranties expressly made by Seller under the Definitive Agreement. For the purpose of this Term Sheet, “As-Is Basis” with respect to the Property means the condition and status of the Property established by the Inspection Report (as defined below) upon the Pre-Handover Inspection. Purchase PriceThe purchase price to be paid for the Property will be * (the “Purchase Price”). New Property Ownership CertificatePromptly after the date of the Definitive Agreement, Seller shall proceed with and complete the registration formalities for the transfer from Seller to Buyer of the ownership of the Real Property at the local house and land administration authority (the “Authority”) and Buyer shall cooperate to the extent required by law and requirements of the Authority including Buyers paying applicable Transaction-related taxes. The Closing of the Transaction will be subject to, among other things, Buyers obtaining a new Property Ownership Certificate stipulating Buyer as the owner of the Real Property (“New Property Ownership Certificate”). Risk of PropertyThe Property delivered to the Buyer shall be in good condition. All risk of damage to or loss of the Property and any and all costs, expenses (including the relevant utilities fees) and liabilities occurred prior to the physical delivery of the Property to Buyer (“Handover”, and such date the “Handover Date”) shall be borne by Seller. All risk of damage to or loss of the Property and any and all costs, expenses and liabilities occurred after the Handover of the Property to Buyer shall be borne by Buyer.Payment of Purchase PriceThe Purchase Price will be paid by Buyer in the following manner and the Seller shall issue the invoice in the full amount of the Purchase Price to the Buyer timely before the Closing:(a)Buyer will pay * of the Purchase Price to Seller within* days after the date of the Definitive Agreement; (b) Buyer will pay * of the Purchase Price to Seller within * days after the Closing Date (defined below); (c)The remaining * of the Purchase Price will be retained by Buyer, which will be paid to Seller within * days upon expiration of * months after the Closing, provided that Buyer will have the right to deduct from such amount for significant items which value to be determined further under the Definitive Agreement.Handover and ClosingHandover Date is *. If by such date the New Property Ownership Certificate were obtained, it would be deemed the Closing Date as well. Otherwise the Closing Date is *. At the Handover, Seller will deliver to Buyer the Property and all the documents required for the sale of the Property, including those documents set forth in Exhibit D attached hereto.Seller shall promptly notify, to the best knowledge of the Seller, Buyer in writing of: (i) any changes, events or circumstances which, individually or in the aggregate, would be reasonably expected to result in any delay in the Closing, or (ii) could have a Material Adverse Effect on the Property. At least * business days prior to the Closing Date, Seller shall give a written notice to Buyer as to whether or not the Closing is going to take place on the Closing Date. Due DiligenceBuyer has the right to conduct all the due diligence, such as legal and EHS diligence, with respect to the Transaction. Seller and Buyer will cooperate to complete the due diligence on or prior to the execution date of the Definitive Agreement. Representations and Warranties; Covenants; IndemnitiesThe Definitive Agreement will contain customary representations and warranties appropriate for an asset sale transaction of this type relating to the Property including, without limitation, representations and warranties as to good and marketable title to the Property, free and clear of any mortgage, lien, judicial sealing or freezing, any third partys right or any other encumbrance and the absence of any undisclosed EHS to be further defined in the Definitive Agreement.Conditions to ClosingExecution of the Definitive Agreement will be subject to management approval on behalf of Buyer and Seller. Among other customary provisions, the Definitive Agreement shall contain the following conditions to closing: (i) prior receipt of any necessary consents and approvals of third parties required for the sale of the Property;(ii) issuance of the New Property Ownership Certificate in the name of Buyer; (iii) address of the Real Property is no longer used as Sellers registered address or the address of Sellers bonded warehouse;(iv) the Property has satisfied all the conditions set out in Exhibit C;(v) completion of the pre-Handover inspection of the Property as stated in Definitive Agreement; (vi) execution of an agreement to terminate the Shared Service Framework Agreement and the Lease Agreement; and(vii) other conditions that may be agreed by the Parties in the Definitive Agreement.Material Adverse EffectFor the purpose of this Term Sheet, “Material Adverse Effect” with respect to the Property means any change, effect, event, occurrence or state of facts occurred during the period from the execution date of the Definitive Agreement (the “Execution Date”) to the Closing, except those caused by the Buyer, individually or in the aggregate, has, or would reasonably be expected to have, a material adverse effect on the value, condition, function or use of the Property or interest therein; provided, however, that any adverse effect that is demonstrated to have directly resulted from an event or series of events or circumstances affecting the global or Chinese economy or property market generally shall not constitute a Material Adverse Effect. Notwithstanding the foregoing, if, during the period from the Execution Date to the Handover, the Property suffers any damage and the cost to rectify such damage and restore the Property to its original condition and status as of the Execution Date will be RMB * or more, or the value of the Property is reduced by RMB * or more due to Sellers fault, it shall constitute a Material Adverse Effect to the Property.Pre-Handover InspectionAt least * days prior to the Handover, the Parties shall jointly examine the existence and condition of the Property, along with the EHS condition and inspect the deliveries to be delivered by Seller to Buyer at the Handover, verifying delivery conditions as set forth in Exhibit C attached hereto, which shall be set forth in more details in the Definitive Agreement.To prevent any future disputes and establish a clear As-is Basis, the Parties will jointly hire an independent and reputable inspector (“Inspector”) to join the Pre-Handover Inspection and share such cost equally. After the Pre-Handover Inspection, the Inspector shall issue a report about the inspection results pursuant to the scope and guidelines set forth in the Definitive Agreement (“Inspection Report”). The Parties agree that such Inspection Report shall be final and binding upon the Parties and establish the baseline environmental review. Maintenance of Property Prior to HandoverPrior to Handover, Seller will maintain the Property in the ordinary course and consistent with past practice, to the extent applicable, and shall take all reasonable steps to preserve the value of the Property. ExpensesWhether or not the Closing shall take place, each of Buyer and Seller shall bear and pay its own expenses arising from the origination, negotiation or performance of this Term Sheet and the Definitive Agreement. The Parties agree to bear their respective tax liabilities required for the completion of the Transaction in accordance with relevant laws. Definitive AgreementThe Parties shall make their best efforts to enter into the Definitive Agreement forty-five (45) days after the date of the Term Sheet.ExclusivityIn order to provide a reasonable period for the Parties to reach the Definitive Agreement, the Parties agree that, until December 31, 2011 or such later date as mutually agreed by the Parties in writing, neither Party nor any of its affiliates shall (either directly or through any intermediary) initiate, solicit or encourage any proposal from any third party relating to any transaction that would conflict with, impede, prevent or delay the consummation or perfor