普华永道——Chrysanthemum EL - 181102.docVIP

PRIVATE CONFIDENTIAL Singapore Technologies Kinetics Ltd (“STK”) 249 Jalan Boon Lay Singapore 619523 Attn: Mr Laurence Ong 18 November 2002 Dear Sirs, 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 engagement. 1. The Services to be provided Market research 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. 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. Financial forecast review 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. Timetable 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. 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. Fees 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 busines