11F China World Tower 1 1 Jian Guo Men Wai Avenue Beijing 100004
People's Republic of China PRIVATE & CONFIDENTIAL Telephone +86 (10) 6505 3333 Facsimile +86 (10) 8529 9000
Singapore Technologies Kinetics Ltd (“STK”)
249 Jalan Boon Lay
Attn: Mr Laurence Ong
18 November 2002
Proposed joint venture with Beijing Heavy Duty Truck Plant (“BHDTP”)
Thank you for appointing PricewaterhouseCoopers to assist you with your market research
and financial projection review in connection with your proposed joint venture with
Beijing Heavy Duty Truck Plant (“the Target”) (the “Transaction”). This Engagement
Letter sets out the Services that we have agreed to provide and the terms of our
1. The Services to be provided
1.1 Market research
1.1.1 We will prepare a market research report (the “Report”) on the market conditions of the
products to be manufactured and sold by the Target. The areas our work will cover and the
main procedures we will carry out are set out in Attachment A to this letter.
1.1.2 We will not provide a copy of our report to the management of the Target or ask them to
comment on a draft of our report.
1.2 Financial forecast review
1.2.1 With the benefit of the knowledge derived from the market research, we will perform a
review of the financial forecast prepared by STK. The areas our work will cover are set
out in Attachment A to this letter.
Singapore Technologies Kinetics Ltd 18 November 2002 Page 2 of 16
2.1 We will be able to commence our work on [25 November 2002] and we expect our report
to be completed by within 15 to 20 working days.
3. The team
3.1 We currently envisage that our team will be led by Xie Tao, who will be the Engagement
Partner responsible for the Services we are to provide to you.
4.1 Our fees are based upon the degree of responsibility and skill involved and the time
necessarily occupied on the assignment. We estimate that our fees for this engagement will
be USD 45,000, or equivalent Rmb translated at payment date. Out-of-pocket expenses
will include mainly transportation, accommodation, telecommunications, postage, copying
and printing expenses which will be charged on an actual basis. Our fees do not include
business tax which will also be charged to you on total billings (including business tax) at
a rate of 5.263%, together with the expenses referred to above.
4.2 Fee and expenses will be invoiced as follows, and will be payable on receipt of invoice.
On acceptance of these TOE 4.5
On issue of the draft report 27
On issue of final report 13.5
Singapore Technologies Kinetics Ltd 18 November 2002 Page 3 of 16
5. Terms of Business
5.1 This letter should be read in conjunction with the enclosed Terms of Business. The enclosed terms of business have been superseded by the following:
Clause 2.2 - Shall be deleted and replaced as follows:-
"You agree to treat, for the duration of this Contract and for a further period of 3 years thereafter, all written information which is clearly marked "Confidential" provided to you in connection with the Services ("Reports") as confidential and except to the extent permitted by clause 2.3, you will not make the benefit of the Services available to any third party."
Clause 2.3. – Shall be amended as follows:-
"Copies of our Reports may be made available to directors and investment committee of Singapore Technologies Engineering Ltd (the parent company of Singapore Technologies Kinetics Ltd), your directors and officers, legal advisors and those employees involved in the management of the Transaction, provided that in each case you take reasonable steps to ensure that they understand:-
(i) our reports are confidential;
(ii) they may use our reports only for the purposes of the Transaction; (iii) we accept no duty of care to them in respect of any use they may make of our
We shall be allowed to include an appropriate legend in our Reports to inform all third parties of the above understanding as set out in 2.3(iii).
Clause 3.1.1 – Shall be deleted and replaced as follows:-
"We shall be governed by the Confidential Agreement executed on the 11th October