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Zongshen PEM Power Systems Inc. Enters into a Definitive Agreement to Acquire the Two Wheeled Gas Motorcycle Business


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 (a) a cash payment of four times 2009 Net Income, 37.5% of which shall be paid in Chinese Renminbi (RMB) on closing, with the remaining 62.5% to be paid in Chinese Renminbi (RMB) 18 months following closing, which shall be evidenced by a promissory note (the "Promissory Note") issued by ZPP to the Vendor on closing (collectively, the "Cash Consideration"); and (b) an amount equal to two times 2009 Net Income to be paid to the Vendor on closing in common shares in the capital of ZPP ("Common Shares") at a deemed issue price of C$1.00 per share (the "Share Consideration"). 

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