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Sino-foreign joint venture contract (aluminum-plastic pipe)


Party A: ___________________

Party B: Italy _____ Co., Ltd.

Zhejiang _______ Pipe Industry Co., Ltd. is a company established under the laws of China with aluminum-plastic pipes and fittings as its main products. Party A is a shareholder of Zhejiang _______× Pipe Industry Co., Ltd. and owns Zhejiang _______ Pipe Industry Co., Ltd. _______% of the shares. In order to expand the scale of enterprise development, improve the management level of the company, and improve the quality of the products, Party A agrees to transfer _______% of the equity to Party B. At the same time, the two sides established a Sino-Italian joint venture Zhejiang ______________gf Pipe Industry Co., Ltd., the two sides reached the following agreement through consultation:

Article 1 Party A agrees to transfer the _______% equity of the existing Zhejiang _______ Pipe Industry Co., Ltd., which has been assessed and audited and confirmed by both Party A and Party B, to Party B. Among them, ______________ transferred _______% of the shares to Party B, and ______________ and ______________ each transferred _______% of the shares to Party B. After the equity transfer, Sino-Italian joint venture Zhejiang _______ Pipe Industry Co., Ltd. is set up by Party A and Party B, of which ______________ enjoys _______% of the shares, ______________ and ______________ each enjoy _______% of the shares, Party B enjoys _______% of the shares.

Article 2 Both parties agree that the price of the equity transfer shall be determined by both parties after the audit of the net assets of Zhejiang ______________ Pipe Industry Co., Ltd. in accordance with the provisions of Article 3 of this Agreement. Party B's equity transfer payment shall be paid to the account of Zhejiang ______________ Pipe Industry Co., Ltd. within 10 working days after the signing of the specific equity agreement. Party A promises to apply for Zhejiang ______________ immediately after receiving the full equity transfer payment. Pipeline Industry Co., Ltd.

Article 3 Both parties agree to jointly commission an audit institution to conduct an audit assessment of the tangible assets of Zhejiang ______________ Pipe Industry Co., Ltd. after the signing of this Agreement, including land use rights, plant, machinery and equipment, semi-finished products and raw materials, and intangible assets. The method of assessment determines its value, and the company’s claims and liabilities are confirmed by audit.

The evaluation audit institution shall issue an evaluation audit report on the assets of Zhejiang ______________ Pipe Industry Co., Ltd.

Article 4 The board of directors of the joint venture company consists of five members, of which Party A recommends three directors, Party B recommends two directors, the chairman is sent by Party A, and the vice chairman is sent by Party B.

Party A and Party B jointly participate in the management of the joint venture company. The management staff of Zhejiang ___________ Pipe Industry Co., Ltd. are all retained and re-appointed by the board of directors according to the needs of ability and position change.

Article 5 Zhejiang ______________ Pipe Industry Co., Ltd. invested _______% of the shares of Tibet Dayuan Real Estate Co., Ltd. and _______ acres located in the opposite of Zhejiang Zhekou Town ______________ Pipe Industry Co., Ltd. The state-owned land use rights are not included in the assets of this transfer. The principal and interest of the above two assets and bank loans are owned and assumed by Party A. After the establishment of the joint venture company, if Party A exercises its rights to the above-mentioned assets owned by Party A, the joint venture company shall provide assistance, but Party A shall not cause damage to the joint venture company when exercising its rights.

Article 6 After Party B's participation in the shares, Party B's orders for processing and ordering products in China shall in principle be produced and supplied by the joint venture company. The joint venture company shall undertake the order processing business of Party B according to the same quality and the average price of similar products for export to foreign manufacturers and guarantee on-time delivery.

The joint venture company should actively carry out foreign trade business and expand sales channels. When the production task of the joint venture company is tense, if the order price of Party B is the same as that of other customers, the joint venture company should try to meet the needs of the common customers or negotiate.

Article 7 After the establishment of the joint venture company, Party B shall provide support for the production and operation management of the joint venture company and the development of technical products, and agree to the management of the joint venture company to Party B to conduct enterprise management training, and the expenses shall be borne by the joint venture company.

Article 8 Party A and Party B agree to establish Sino-Italian joint venture Zhejiang ______________ Pipe Industry Co., Ltd. At the same time, Party A and Party B shall form a Sino-Italian joint venture Zhejiang ______________ Pipe Industry Co., Ltd. with a registered capital of approximately _______ million US dollars, of which Party A Investing _______ million US dollars, Party B contributed ____ million US dollars. The business scope of Sino-Italian joint venture Zhejiang ______________ Pipe Industry Co., Ltd. is mainly for the production and sale of plastic pipes and copper pipe fittings. The specific business scope is subject to the approval of the Administration for Industry and Commerce.

After the cooperation agreement was reached, the two parties agreed to apply immediately to the government in Zhukou City, Diankou Town for the transfer of _______ acres of industrial land use rights for plant construction.

Article IX A shall transfer the equity of Zhejiang ______________ Pipe Industry Co., Ltd. _______% to Party B and the establishment of Sino-Italian joint venture Zhejiang ______________gf Pipe Industry Co., Ltd. as stipulated in Article 8 of this Agreement, and purchase _______ of land use rights are mutual The condition is a whole. If any condition is not fulfilled, this Agreement shall automatically terminate.

Article 10 The various documents required for the establishment of a joint venture company and the establishment of a Sino-Italian joint venture Zhejiang ___________ Pipe Industry Co., Ltd. shall be drafted and prepared by Party A.

Article 11 The parties have not completed the matters in this Agreement. The two parties may sign a supplementary agreement after consultation. The supplementary agreement has the same legal effect as this Agreement.

Article 12 This Agreement shall enter into force upon the signature of both Party A and Party B.

Article 13 This Agreement shall be in duplicate, and Party A and Party B shall each hold two copies.

Party A: _____________________

Party B: _____________________

representative:_____________________

_______year month day

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