BAOLONG AQUATIC CO., LTD. JOINT VENTURE CONTRACT
Chapter 1 General Provisions
In accordance with the Law of the People's Republic of China on Chinese-Foreign Cooperative Joint Ventures and other relevant Chinese laws and regulations, ########### and ################, in accordance with the principle of equality and mutual benefit and through friendly consultations, agree to jointly set up a Cooperative venture in Zhanjiang City, Guangdong Province , the People's Republic of China.
Chapter 2 Parties of the Cooperative Venture Article 1 Parties to this contract are as follows: Party A: #########
Registered in: ############ Legal address :###########
The name of Legal representative: Position: Nationality: Party B: ########### Registered with : Legal address :
The name of Legal representative: Position: Nationality:
Chapter 3 Establishment of the Cooperative Venture Company
Article 2 In accordance with the Cooperative Venture Law and other relevant Chinese laws and regulations, both parties of the Cooperative venture agree to set up BAOLONG Cooperative venture limited liability company (hereinafter referred to as the Cooperative venture company).
Article 3 The name of the Cooperative venture company: ###### The legal address of the joint venture company: ######## Article 4 All activities of the Cooperative venture company shall be governed by the laws, decrees and pertinent rules and regulations of the People's Republic of China.
Article 5 The organization form of the Cooperative venture company is a limited liability company. Each party to the Cooperative venture company is liable within the limit of the capital subscribed. The profits, risks and losses of the Cooperative venture company shall be shared by the parties in proportion to their contributions to the registered capital. Chapter 4 The Purpose, Scope and Scale of Production and Business Article 6 The productive and business scope of the Cooperative venture company: frozen aquatic products; processing and marketing; aquaculture; provide maintenance service after the sale of the products; study and develop new products.
Article 7 The production scale of the Cooperative venture company:
The annual processing capacity is 2000 tons of aquatic Products. Chapter 5 Total Amount of Investment and the Registered Capital Article 8 The total amount of investment of the Cooperative venture company is 600 thousand U.S. dollars.
Article 9 The registered capital of the joint venture company is 300 thousand U.S. dollars . (Party A 180 thousand U.S. dollars, accounting for 60% ; Party B 120 thousand U.S. dollars, accounting for 40%.) Article 10 Party A and Party B will contribute the following to the cooperative venture:
Party A: cash 180 thousand U.S. dollars Party B: cash 120 thousand U.S. dollars
The cash by Party A and Party B shall be for the use of the cooperative venture company within 3 monthes after the approval of the contract.
Article 11 In case any party intends to assign all or part of his investment subscribed to a third party, consent shall be obtained from the other party , and approval from the examination and approval authority is required .
When one party assigns all or part of his investment, the other party has preemptive right .
Chapter 6 Responsibilities of Each Party to the Joint Venture. Article 12 Party A and Party B shall be respectively responsible for the following matters:
Responsibilities of Party A:
1. Providing cash, in accordance with the provisions of Article 9 and 10. 2. Handling of applications for approval, registration, business license and other matters concerning the establishment of the cooperative venture company from relevant departments in charge of China; 3. Processing the application for the right to the use of a site to the authority in charge of the land;
4. Organizing the design and construction of the premises and other engineering facilities of the cooperative venture company;
5. Assisting the cooperative venture company to process import customs declaration for the machinery ;
6. Assisting the cooperative venture company in purchasing or leasing equipment, materials, raw materials, articles for office use, means of transportation and communication facilities etc.;
7. Assisting the cooperative venture in recruiting Chinese management personnel, technical personnel, workers and other personnel needed; 8. Assisting foreign workers and staff in applying for entry visas, work licenses and handling their travel procedures;
9. Responsible for handling other matters entrusted by the cooperative venture company. Responsibilities of Party B:
1. Providing cash, in accordance with the provisions of Article 9 and 10. 2. Handling the matters entrusted by the cooperative venture company, such as selecting and purchasing machinery and equipment outside
China, etc.;
3. Assisting the cooperative venture company in Training the technical personnel and workers ;
4. Responsible for handling other matters entrusted by the cooperative venture company.
Chapter 7 Selling of Products
Article 13 The products of the joint venture company will be sold both on the Chinese and the overseas market
Article 14 The sales price of the products is the cost plus the reasonable profit, the cooperative venture company decide it
Article 15 In order to facilitate business, approved by the Chinese authorities, the cooperative venture company can establish branches Chapter 8 The Board of Directors
Article 16 The date of registration of the cooperative venture company shall be the date of the establishment of the board of directors of the cooperative venture company.
Article 17 The board of directors is composed of 6 directors, of which 3 directors shall be appointed by Party A, 3 directors by Party B. The chairman of the board shall be appointed by Party A, and its vice-chairman by Party B. The term of office for the directors, chairman and vice-chairmans is three years, their term of office may be renewed if continuously appointed by the relevant party. Chairman and Vice-Chairman shall not act as general manager or deputy general
中外合作公司合同书（英文版）
