Ticker: ZX, Company: China Zenix Auto International Ltd, Type: F-1, Date: 2011-04-19
Original SEC Filing: Click here
Webplus: ZX/20110419/F-1_1/1/000.htm SEC Original: df1.htm
CALCULATION OF REGISTRATION FEE (1)(2) Title of Each Class of Securities to be Registered (3) Proposed Maximum Aggregate Amount of Ordinary shares, par value US$0.0001 per ordinary share US$250,000,000 US$29,025 (1) American depositary shares issuable upon deposit of the ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 (Registration No. 333- ). Each American
Webplus: ZX/20110419/F-1_1/2_EX-3.1/000.htm SEC Original: dex31.htm
BVI COMPANY NUMBER: 1492903 TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM AND ARTICLES OF ASSOCIATION OF RICHWHEEL LIMITED A COMPANY LIMITED BY SHARES Incorporated on the 11th day of July, 2008 INCORPORATED IN THE BRITISH VIRGIN ISLANDS TERRITORY OF THE BRITISH VIRGIN ISLANDS THE BVI BUSINESS COMPANIES ACT, 2004 MEMORANDUM OF ASSOCIATION OF RICHWHEEL
Webplus: ZX/20110419/F-1_1/3_EX-3.2/000.htm SEC Original: dex32.htm
CHINA ZENIX AUTO INTERNATIONAL LIMITED Company (the WE, Walkers Corporate Services (BVI) Limited, HEREBY CERTIFY THAT the following resolution was passed by the board of directors of the Company on 21 February 2011. IT WAS RESOLVED 6.2 The Company is authorised to issue a maximum of 500,000,000 Shares of a single class each with a par value of US$0.0001.
Webplus: ZX/20110419/F-1_1/4_EX-3.3/000.htm SEC Original: dex33.htm
TERRITORY OF THE BRITISH VIRGIN ISLANDS BVI BUSINESS COMPANIES ACT, 2004 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF CHINA ZENIX AUTO INTERNATIONAL LIMITED (Adopted by way of a resolution of shareholders on 24 March 2011) NAME 1. CHINA ZENIX AUTO INTERNATIONAL LIMITED Company The name of the Company is CHANGE OF NAME 2. The Company may make application to the
Webplus: ZX/20110419/F-1_1/5_EX-4.2/000.htm SEC Original: dex42.htm
CHINA ZENIX AUTO INTERNATIONAL LIMITED BVI Business Company Limited by Shares (Incorporated under the BVI Business Companies Act, 2004 of the British Virgin Islands) (the Company) With BVI Company Number 1492903 Share Certificate Certificate Number Number of Shares Authorised to issue a maximum of 500,000,000 shares consisting of: ordinary shares of USD 0.0001 each THIS IS TO CERTIFY THAT is
Webplus: ZX/20110419/F-1_1/6_EX-4.3/000.htm SEC Original: dex43.htm
TABLE OF CONTENTS ARTICLE 1. DEFINITIONS 1 SECTION 1.01 American Depositary Shares. 1 SECTION 1.02 Commission. 2 SECTION 1.03 Company. 2 SECTION 1.04 Custodian. 2 SECTION 1.05 Deliver; Surrender. 2 SECTION 1.06
Webplus: ZX/20110419/F-1_1/7_EX-4.4/000.htm SEC Original: dex44.htm
Share Subscription and Shareholders Agreement Concerning The Joint Establishment of RICHWHEEL LIMITED By NEWRACE LIMITED And RICHBURG HOLDINGS LIMITED The Agreement was entered into by and between the following two Parties on August 10, 2008 in Hong Kong Special Administrative Region of the Peoples Republic of China: (1) NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road
Webplus: ZX/20110419/F-1_1/8_EX-4.5/000.htm SEC Original: dex45.htm
Supplementary Agreement This Supplementary Agreement was entered into by the following parties on August 12, 2008 in Hong Kong Special Administrative Region of the Peoples Republic of China. NEWRACE LIMITED August 8, 2008 Sea Meadow House, Black Burne Hightway, Road Town, and Tortola. (NEWRACE) RICHBURG HOLDINGS LIMITED July 10, 2008 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola. (RICHBURG)
Webplus: ZX/20110419/F-1_1/9_EX-5.1/000.htm SEC Original: dex51.htm
[Letterhead of Walkers] 19 April 2011 Our Ref: DW/NK/R1585-H05277 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Dear Sirs China Zenix Auto International Limited Company Registration Statement Selling Shareholders Ordinary Shares We have acted as British Virgin Islands legal advisers to China Zenix Auto International Limited (the
Webplus: ZX/20110419/F-1_1/10_EX-8.1/000.htm SEC Original: dex81.htm
[Letterhead of Ropes & Gray LLP] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Ladies and Gentlemen: We have examined the Registration Statement. In addition, we have examined, and have relied as to matters of fact upon, originals, or duplicates or certified or conformed copies,
Webplus: ZX/20110419/F-1_1/11_EX-10.1/000.htm SEC Original: dex101.htm
CHINA ZENIX AUTO INTERNATIONAL LIMITED 2011 SHARE INCENTIVE PLAN Purposes of the Plan 1. Definitions 2. Administrator (a) Affiliate Associate (b) (c) Articles (d) Assumed (e) Award (f) Award Agreement (g) Board (h) Change in Control (i) (ii) a change in the composition of the Board over a period of twelve
Webplus: ZX/20110419/F-1_1/12_EX-10.2/000.htm SEC Original: dex102.htm
INDEMNIFICATION AGREEMENT Agreement Effective Date Company Indemnitee This INDEMNIFICATION AGREEMENT (this WHEREAS, the Company believes it is essential to retain and attract qualified directors and officers; WHEREAS, the Indemnitee is a director and/or officer of the Company; WHEREAS, both the Company and the Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers
Webplus: ZX/20110419/F-1_1/13_EX-10.3/000.htm SEC Original: dex103.htm
EMPLOYMENT AGREEMENT Agreement Effective Date Company Executive EMPLOYMENT AGREEMENT (this W I T N E S S E T H In consideration of the mutual covenants herein contained, the Company and Executive hereby agree as follows: Employment 1. Agreement to Employ (a) Term of Employment Term Employment Period (b) Duties and Responsibilities (c) Compensation and Benefits 2. Compensation (a)
Webplus: ZX/20110419/F-1_1/14_EX-10.4/000.htm SEC Original: dex104.htm
Letter Agreement for Grant of Restricted Shares NEWRACE LIMITED December 17, 2010 To: Mr. Yifan Li 688 South Xizang Road Apartment 4-2903 Shanghai 200011 Peoples Republic of China Re: Grant of Restricted Shares from Newrace Limited to Mr. Yifan Li Dear Mr. Yifan Li: Company Grantor Award In consideration for you serving as the chief financial officer of China Zenix
Webplus: ZX/20110419/F-1_1/15_EX-10.5/000.htm SEC Original: dex105.htm
SHARES PURCHASE OPTION AGREEMENT Agreement Effective Day Purchaser Hong Kong Seller Parties Party This Shares Purchase Option Agreement (this RECITALS WHEREAS Company WHEREAS Option Shares WHEREAS NOW THEREFORE Definitions 1. Defined Terms (a) Bankruptcy Law (i) Business Day (ii) Collateral Agent (iii) Commission (iv) Exercise Period (v) Exercise Price (vii) Government Authority (viii)
Webplus: ZX/20110419/F-1_1/16_EX-10.6/000.htm SEC Original: dex106.htm
DEED OF UNDERTAKING This DEED is made on January 25, 2011. This DEED WITNESSES as follows: 1. Interpretation Agreement Reference is made to that certain share purchase option agreement dated as of October 25, 2010 by and between Lai Jianhui and Chu Lai Fan (the 2. Amendment The parties hereto agree to amend the Agreement as follows: IPO 3.
Webplus: ZX/20110419/F-1_1/17_EX-10.7/000.htm SEC Original: dex107.htm
Tier-one Distribution Agreement Party A (commissioning party): Zhengxing Wheel Group Co., Ltd. Party B (distributor): To maintain a healthy, stable and sustainable development of the market, Party A and Party B have reached the following agreement on Party Bs distribution of Party As products. I. Brand, Distribution Regions and Minimum Annual Sales Revenue 1. Party B shall become the tier-one
Webplus: ZX/20110419/F-1_1/18_EX-10.8/000.htm SEC Original: dex108.htm
Three-party Distribution Agreement among Zhengxing Wheel Group Co., Ltd., Tier-one Distributors and Exclusive Tier-two Distributors Party A: Zhengxing Wheel Group Co., Ltd. Party B: (distributor) Party C: (retailer) Whereas: Party A is a leading wheel manufacturing enterprise in the wheel manufacturing industry in China; Party B is a tier-one distributor of Party As Party C is the exclusive tier-two distributor
Webplus: ZX/20110419/F-1_1/19_EX-10.9/000.htm SEC Original: dex109.htm
Wheel Distributor Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this Agreement) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRCs wheel manufacturing industry; 2. Party B is a distributor engaged in the sales of wheels based in 3. Both Parties hereby reach a long-term
Webplus: ZX/20110419/F-1_1/20_EX-10.10/000.htm SEC Original: dex1010.htm
Automotive Manufacturer Strategic Cooperation Framework Agreement This Strategic Cooperation Framework Agreement (this Agreement) is entered into on Zhengxing Wheel Group Co., Ltd. and Whereas 1. Party A is a leading wheel manufacturing enterprise in the PRCs wheel manufacturing industry; 2. Party B is a key manufacturer of automotives based in 3. Both Parties hereby reach a long-term strategic cooperation agreement
Webplus: ZX/20110419/F-1_1/21_EX-10.11/000.htm SEC Original: dex1011.htm
Year Purchase and Sale Agreement Party A: Bengang Steel Plates Co., Ltd. Party B: Zhengxing Wheel Group Co., Ltd. Party A and Party B, based on the principles of mutual benefit, have negotiated on an equal basis and reached the following agreement on the purchase of hot-rolled products in cargo concentration in port 1. Party B shall purchase a cumulative
Webplus: ZX/20110419/F-1_1/22_EX-10.12/000.htm SEC Original: dex1012.htm
Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755
Webplus: ZX/20110419/F-1_1/23_EX-10.13/000.htm SEC Original: dex1013.htm
Patent License Agreement Licensor: Lai Jianhui Address: No. 24, Shuiwei, Xitou Village, Qiling Xiang, Pinghe County, Fujian Province Licensee: Zhengxing Wheel Group Co., Ltd. Address: Right side, 73km stake, North Circle Road State Highway 319, Zhangzhou, Fujian Province Lai Jianhui, being the legal owner of the following patents: No. Patent Certificate Name of Design Patent No. Patent Owner 1 237755
Webplus: ZX/20110419/F-1_1/24_EX-21.1/000.htm SEC Original: dex211.htm
List of Subsidiaries Name Place of Incorporation 1. China Wheel Limited Hong Kong 2. Zhengxing Wheel Group Co., Ltd. The Peoples Republic of China 3. Zhengxing Group Langfang Wheel Co., Ltd. The Peoples Republic of China 4. Zhengxing Group Chengdu Wheel Co., Ltd. The Peoples Republic of China 5. Zhengxing Group Hefei Wheel Co., Ltd. The Peoples Republic of China
Webplus: ZX/20110419/F-1_1/25_EX-23.1/000.htm SEC Original: dex231.htm
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading Selected Consolidated Financial Data and Experts in such Prospectus. Hong Kong April 19, 2011 EX-23.1 25 dex231.htm CONSENT OF DELOITTE TOUCH TOHMATSU
Webplus: ZX/20110419/F-1_1/26_EX-23.5/000.htm SEC Original: dex235.htm
[Frost & Sullivan letterhead] April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 363000 Peoples Republic of China Fax: +86 596-2600558 China Zenix Auto International Limited Re: Dear Sirs, Registration Statement SEC Proposed IPO We understand that China Zenix Auto International Limited plans to file a registration statement on Form F-1
Webplus: ZX/20110419/F-1_1/27_EX-23.6/000.htm SEC Original: dex236.htm
April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, William John Sharp EX-23.6 27 dex236.htm CONSENT OF MR. WILLIAM JOHN SHARP, AN INDEPENDENT DIRECTOR APPOINTEE
Webplus: ZX/20110419/F-1_1/28_EX-23.7/000.htm SEC Original: dex237.htm
April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Xu Gao EX-23.7 28 dex237.htm CONSENT OF MR. XU GAO, AN INDEPENDENT DIRECTOR APPOINTEE
Webplus: ZX/20110419/F-1_1/29_EX-23.8/000.htm SEC Original: dex238.htm
April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway Zhangzhou, Fujian Province 63000 Peoples Republic of China Ladies and Gentlemen: Sincerely yours, Yichun Zhang EX-23.8 29 dex238.htm CONSENT OF MR. YICHUN ZHANG, AN INDEPENDENT DIRECTOR APPOINTEE
Webplus: ZX/20110419/F-1_1/30_EX-99.1/000.htm SEC Original: dex991.htm
CHINA ZENIX AUTO INTERNATIONAL LIMITED CODE OF BUSINESS CONDUCT AND ETHICS Approved: March 2011 -1- TABLE OF CONTENTS 1. General Policy 3 2. Compliance with the Law 4 3. Publicly Traded Securities 4 4. Confidential Information 5 5. Protection and Proper Use of Company Assets 5 6. Corporate Opportunities 6
Webplus: ZX/20110419/F-1_1/31_EX-99.2/000.htm SEC Original: dex992.htm
34/F, Tower 3, China Central Place, 77 Jianguo Road, Beijing 100025, China Telephone: (86-10) 5809-1000 Facsimile: (86-10) 5809-1100 April 19, 2011 China Zenix Auto International Limited No. 1608, North Circle Road State Highway, Zhangzhou, Fujian Province 363000 Peoples Republic of China Re: China Zenix Auto International Limited Dear Sirs: PRC Company Offering ADSs NYSE We have acted as the Peoples
Company Information:
Ticker: ZX, Company: China Zenix Auto International Ltd, Type: F-1, Date: 2011-04-19CIK: 0001506756, Location: F4, SIC: 3714, SIC Desc: MOTOR VEHICLE PARTS & ACCESSORIES
Business Phone & Address:
1608, North Circle Road State Highway, Zhangzhou
Fujian Province 363000
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