1 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING is executed on _ / _ / _ (dd/mm/yyyy) by the following: Name of First Party, a company established and existing under the laws of country with its legal address at address (hereafter referred to as “Party A”); and Name of Second Party, a company established and existing under the laws of country with its legal address at address (hereafter referred to as “Party B”). WHEREAS: A. Following various consultations between Party A and Party B, the following principles relating to Brief Description of Joint Venture /Other Co-operative Project (“the Project”) have been agreed: B. List the agreed principles for instance, in the case of a joint venture, the respective capital contributions of the Parties, scope of the joint ventures business, its duration, directors and senior management, sharing of profits etc. 1. Confidential Information Each Party shall maintain the strictest confidentiality in respect of information disclosed to it by the other Party during the course of negotiations regarding the Project. Save for the purpose of continuing such negotiations the receiving Party shall not use, publish, disclose or disseminate the aforementioned information without the prior written consent of the disclosing Party. The receiving Party shall also cause its directors, employees and agents to comply with the terms of this Clause 2 and, if so required by the disclosing Party, shall cause such directors, employees and agents to execute separate confidentiality agreements of which the disclosing Party shall be a beneficiary. Upon the termination of negotiations relating to the Project, the receiving Party shall forthwith return all such information (together with copies) to the disclosing Party, but without prejudice to its duty of confidentiality in respect thereof which shall continue at all times after such termination. 2. Announcements Unless the written consent of the other Party is obtained, neither Party shall publicly announce the existence of this Memorandum of Understanding or publish or issue any information relating to the Project or the negotiations relating thereto. 3. Non-Assignability Neither Party shall be entitled to assign or transfer any of its rights or obligations under this Memorandum of Understanding without the prior written consent of the other Party. 4. Execution of Formal Contract The Parties shall use their best endeavours to execute a formal legally-binding contract and articles of association (“the Formal Documentation”) not later than Date in respect of the Project which shall reflect, inter alia, the agreed principles stated in Clause 1. 5. Working Group2 The Parties shall establish a working group to conduct detailed negotiations regarding the Project and the Formal Documentation. Party A shall designate _ as its chief representative for the working group; Party B shall designate _ as its chief representative for the working group. 6. Contract Expenses Each Party shall bear its own expenses arising out of the negotiation, drafting and execution of the Formal Documentation. 7. Status of the Memorandum of Understanding This Memorandum of Understanding is a written acknowledgement by the Parties of the principles agreed between them in relation to the Project. The Formal Documentation executed by the Parties shall constitute the whole agreement between the Parties regarding their rights and obligations and shall replace this Memorandum of Understanding and the Parties previous understandings and agreements. If the Parties are unable to execute the Formal Documentation by the date set out in Clause 5, either Party may terminate the negotiations relating to the Project. This Memorandum of Understanding shall not be legally- binding save for Clauses 2, 3, 4, 7 and 8 in which circumstances the laws and regulations of the Peoples Republic of China shall apply. 8. Notification Any notification pursuant to this Memorandum of Understanding shall be given in writing and sent by post or by facsimile to the following addresses: Party A: Companys Name Address Fax: Fax Number Recipient: Recipients Name, Position Party B: Companys Name Address Fax: Fax Number Recipient: Recipients Name, Position This Memorandum of Understanding is executed by the Parties on _ / _ / _ (dd/mm/yyyy) at location. Party A: Companys Name (seal) Authorized Signatory: _ Authorized Signatorys Name and Title Party A: Companys Name (seal) Authorized Signatory: _ 3 Authorized Signatorys Name and Title