Joint venture agreement

_________________ Co., Ltd. Address: ______________ and __________________ Company Address: ____________ After friendly negotiation, joint venture to establish an agency, the following agreement:

company name

Article 1 Chinese Name: _________________________
Article 2 English name: ____________________________

Business Scope

Article 3 Operation of relevant marine equipment:

The company's main business is the agent _______________________
___

For ship-specific equipment projects, in order to obtain preferential prices and timely and convenient after-sales service conditions to enhance competition.

Operating agency industrial equipment: ______________
___

In addition to marine equipment, the company's business scope also represents non-marine equipment.

Registered capital

Article 4 The total amount of the company's registered capital is U. S. D. ___________ US dollars, the paid-in capital is U. S. D. ___________ USD.

Equity distribution

Article 5 Party A owns 50% of the total investment amount, and Party B owns 50% of the total investment amount.

Board of Directors

Article 6 The board of directors shall be composed of four directors. Party A shall appoint two and Party B shall appoint two. The chairman of the board shall be appointed by Party A and the general manager shall be appointed by Party B.

Article 7 The board of directors shall meet once a year and be convened by the chairman of the board of directors. If necessary, the chairman of the board of directors may convene an ad hoc meeting and a temporary meeting must be notified 20 days in advance. The board meeting is planned to be held at the place where the agency business is high, and the business agent turnover is held at a high level to sum up experience, increase the agency project and check the implementation of the agreement. Each board meeting should have a record and a summary. The minutes of the board of directors are kept as company files.

Article 8 The board of directors must hold more than 2/3 of the directors to attend. When a director is unable to attend, he or she may entrust his or her representative to participate. The working principle of the board of directors is handled by means of equality, mutual benefit and friendly negotiation. The authority of the board of directors is stipulated by the company's articles of association. The authority of the general manager shall be stipulated in the “Employment of the General Manager”, as detailed in the attached file.

Article 9 The members of the board of directors do not receive salaries or allowances from the company. During the meeting or entrusted by the company to study abroad, during the contact business, the transportation, accommodation, meals, office and other expenses required by the company shall be paid by the company.

Article 10 The company implements the general responsibility system under the leadership of the board of directors. The general manager is recommended by the delegating party and the board of directors hires the appointment. The term of office is 5 years and can be re-elected. The salary is determined by the board of directors. If the general manager or manager is not competent or unwilling to continue to serve or the delegate is transferred, the vacancy of the position is recommended by the delegation to the board of directors and approved by the board of directors.

Article 11 The general manager or deputy general manager shall not concurrently serve as the general manager or deputy general manager of another economic organization, and shall not participate in the competition of other economic organizations and the business of the company. The general manager or other senior management is corrupt and seriously dereliction of duty, and the board of directors has the right to dismiss them at any time. The company's chairman and directors can hold the same positions in other companies, and the company they serve cannot compete with the company.

Party A and Party B’s responsibilities

Article 12 Party B shall be responsible for the opening of the channels of _________ agents, subject to screening confirmation. When obtaining the agency business, it is subject to confirmation by both parties.

Where the ___________ equipment agency right is obtained, due to different project orders and after-sales service conditions, there are differences in the corresponding preferential prices, and strive to make orders with discounts.

The agent can also take orders without the agency right. The two parties can broaden the supply according to the requirements of the users and work together to receive more orders.

Article 13 Party A shall introduce the suitable items for the recommended _____________ equipment to the domestic ordering unit, and the company may directly sign the order contract with the user. Party A shall send the name of the company's agent marine equipment, samples and after-sales service measures to the _________ Institute, which shall be recommended by the designer to the shipyard or shipowner for use in the construction of the new ship. Party A assists the company in handling visas and related matters that require agency services to travel to China.

Accounting and auditing

Article 14 The fiscal year of the company is the calendar year. The first fiscal year will end on the ____ __ day. Accounting adopts the debit and credit accounting method, and the marine product project and the non-shipping product project are accounted for separately. The currency used for the operation, in Hong Kong dollars as the unit of account. After the end of the fiscal year, after deducting operating costs, taxes, benefits, etc., it is pure profit. The distribution of net profit is allocated according to the proportion of investment by both parties.

The distribution of net profit is calculated separately as a percentage of the total gross profit of marine products and non-marine products.
Both Party A and Party B accounted for 50% of the net profit of marine products and non-ship products.
Party A is mainly responsible for marine product projects, while Party B is mainly responsible for non-marine product projects. When the net profit of each project is more than _________ Hong Kong dollars, the amount of excess excess amount of ___% is awarded to the party that exceeds the excess amount. 14 methods are allocated.
The company's accounting system, format, and preparation of accounting statements, the monthly report shall be 30 days after the end of each calendar month, the quarterly report shall be 45 days after the calendar season, and the annual final accounts shall be reported 60 days after the end of the calendar year. Final accounts are included to reflect the full range of operations.
50% of the total profit of the company is treated as intangible trade expenses, and all expenses are reimbursed on invoices. At the end of the year, the total expenditure exceeds 50% of the total revenue and must be reported by the general manager in writing.

Article 15 Within 60 days after receiving the annual report of a fiscal year, Party A and Party B shall each send an audit team to conduct an audit of the previous annual report, write an audit report, and report to the board of directors for approval.

Article 16 The wages of the annual auditors sent by both parties shall be borne by all parties, but the expenses for meals, transportation and office shall be borne by the company. The standard of expenses is determined by the board of directors.

Article 17 After receiving the notice of opposition from the audit team on financial expenses, the general manager shall not resolve it within 20 days at the latest.

Article 18 The company's archives, accounting accounts and financial statements are in Chinese and English.

Effective, term and termination

Article 19 This Agreement shall enter into force upon signature by the representatives of the dual method.

Article 20 The subsidiary files of this Agreement signed by both parties are an integral part of this Agreement.

Article 21 The company's operating period is 5 years, counting from the date of issuance of the business license. In the first half of the period of the joint venture, one party proposes that the other party agrees to extend the term of the agreement, and the specific matter is decided by the board of directors.

Article 22 The amendments to this Agreement shall be unanimously adopted by the Board of Directors. If there are any outstanding issues, you can sign a supplementary agreement.

Article 23 During the term of the agreement, neither party has the right to unilaterally announce the withdrawal or termination, and the termination agreement must be unanimously approved by the board of directors.

Article 24 Upon expiration of the agreement, the parties agree that they will not be extended and may naturally terminate.

Article 25 A party may be forced to terminate if it is unable to continue its business due to bankruptcy or other reasons.

Liquidation

Article 26 When the company agreement expires, the board of directors shall act as the “liquidation committee” until the liquidation is over and announce the dissolution of the company.

Article 27 After liquidation, the principal and interest of all investments of Party A and Party B shall be fully recovered. If the fixed assets are auctioned, the amount is still insufficient to share the loss according to the proportion of investment by both parties.

Preparation work

Article 28 From the date of signature of this contract, Party A and Party B shall remit 50% of the investment amount to the company account of _________ bank before 17:00 on the 30th calendar day, and 50% of the remaining total amount shall be Remitted to the company account of the above bank before 17 o'clock on 90 calendar days.

Article 29 After the signing of this contract, Party A and Party B shall appoint members of the board of directors and convene the first board of directors.

Article 30 After the establishment of the board of directors, the chairman and general manager shall be recommended according to the agreement, the work schedule shall be arranged and the staff shall be hired.

Applicable law and arbitration

Article 31 The _______ law shall prevail in the signing, entry into force, interpretation, performance, alteration, dissolution and arbitration of disputes of this Agreement.

Article 32 Any dispute arising between the parties to the joint venture as a result of this Agreement shall be settled through consultation in a spirit of friendship and trust. If it is still not resolved through negotiation within 30 days, Party A and Party B may recommend a third party to mediate.

Article 33 If the mediation cannot be resolved within 30 days, the dispute shall be finalized by arbitration.

Article 34 The cost of arbitration shall be paid by the losing party or in accordance with the decision of the Arbitration Commission.

force majeure

Failure by either party to the joint venture company to perform or delay the performance of its obligations shall not be deemed to be a failure of the party to perform its obligations under this Agreement:

Article 35 The occurrence of force majeure events or the combination of several events in either party may result in obstruction or delay in the performance of this Agreement.

Article 36 In the event of an event referred to in Article 35, the other party shall take reasonable steps and measures to promptly resolve the various factors that impede or delay the performance of this Agreement.

Article 37 In the event of force majeure, the party subject to force majeure shall notify the other party of the company as soon as possible and continue to implement this Agreement through friendly negotiation.

Agreement text and working language

Article 38 This Agreement and its affiliated files shall be in both Chinese and English, and all important documents of the company shall be in both Chinese and English. Both texts have the same legal effect.

Article 39 Both parties agree to use Chinese and English as their working languages.

Notice

Article 40 Any notice of the joint venture company that delivers notices, files, telegrams and telexes to the other party shall be issued at the following address and deemed to have been served on the date of receipt.

___________ Co., Ltd. _____________ Limited Address: ____________ Address: ______________
Telex / Telegraph: _________ Telex / Telegraph: ___________
Phone: _________ Tel: ___________

text

Article 41 The English and Chinese versions of this contract are in seven copies, and each of the two parties shall hold three copies, and the company shall keep a copy of it.

person A person B

____________ Co., Ltd. ____________ Limited Signature: _____________ Signature: ______________
Name: _____________ Name: ______________
Position: _____________ Position: ______________
Witness Witness signature: _____________ Signature: ______________
Name: _____________ Name: ______________
Position: _____________ Position: ______________
date:_________________

Note:

A joint venture agent is a company established by two or more countries or regions with legal person status, companies, organizations, or individuals with legal personality, in accordance with the applicable law of the legal address of the joint venture agency. A competitive product, in order to obtain the "product discount" and "commission" of the commissioned manufacturer as a profit. The characteristics of joint venture agency operations are joint investment, joint operation, total profit and loss and shared risks.

Such joint venture agents have registered capital and good reputation. In order to promote the business, in the place where the products are concentrated, in general, a “repair service center” will be established to maintain the reputation of the products and carry out after-sales service.