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Joint Venture Agreement

(Foreign Investment)

1. INCREASING CAPITAL OF LOCAL COMPANY (Joint Venture Agreement)

JOINT VENTURE AGREEMENT

This Agreement is made on this ...... day of ........, by and among: ................................, a corporation organized and existing under the laws of ...., with its principal office at .............................. (hereinafter) referred to as ".................."); ................................, a corporation organized and existing under the laws of ..... with its principal office at ............... ................................................ (hereinafter referred to as "................"); and who are the existing shareholders of........holding more than ....per cent of its total issued capital (hereinafter referred to as "Shareholder" or collectively as "Shareholders").

WITNESSETH

WHEREAS, ........................... engages in the following business:

WHEREAS, the total authorized capital of .... is .................................US Dollars (USD$.................),divided into ...........................(...) shares, and the par value of each share is ................ US Dollars (USD$...........). WHEREAS, ............ will increase its authorized capital to .................................................... U.S. Dollars and issue ....................shares, and .........desires to subscribe to all these shares (hereinafter referred to as "New Shares").

NOW THEREFORE, in consideration of the premises and mutual covenants herein contained, the parties agree to the following terms and conditions:

Article 1

Company Name and Organization

1.1 ......... and Shareholders agree to change the company name from " ............ " to " .............. ".

Article 2

Capital Investment

2.1 The Shareholders agree to increase the total authorized capital of ............ to ..................................U.S. Dollars (USD$...........).

2.2. The total numbers of New Shares to be issued by ........ shall be ...................... (...) shares, at par value of ................ ................. U.S. Dollars (USD$....) for each share.

2.3 ...........agrees to subscribe to the .. New Shares at US Dollars .................................................(USD$.......) per share. The shareholding ratio held by ............. in ............ will be ... per cent of all the shares issued by ........ ........... Unless otherwise agreed by the parties, .................. ..............shareholding ratio of all the shares issued by .................... will be maintained at ....per cent during the ................ years following the date of signing of this Agreement.

Article 3

Capital Increase

Unless otherwise agreed by the parties, Shareholders and ....shall have a pro rata pre-emptive right to subscribe to future new share issues.

Article 4

Transfer of Shares

4.1 If any Shareholder or ...... offers to sell his/its shares in .......(hereinafter referred to as "Shares for Sale"), the other shareholders shall have a pro rata pre-emptive right to purchase to the Shares for Sale.

4.2 If a Shareholder or .... who has a pro rata right preemptive to purchase the Shares for Sale fails to purchase the whole or a part of the pro rata right in the Shares for Sale, ..... shall invite the employees of ...... to purchase the remaining Shares for Sale. If any Shareholder, ....., or employee of ..... waives the whole or a part of the right to purchase to the Shares for Sale, the party who wants to sell the Shares for Sale, may sell them to any third party.

4.3 An employee of ..... or any third party who purchases the Shares for Sale in accordance with the preceding paragraphs shall become a party to this Agreement and shall be bound by all the terms and conditions of this Agreement as a condition of acquiring such shares.

Article 5

Shareholders' Meetings

5.1 Shareholders' meetings of ....... shall be convened in accordance with the Articles of Incorporation of ...... The regular meeting shall be convened once a year, while the special meetings shall be convened whenever necessary.

5.2 Except as otherwise provided in the (-------------) Company Law, a quorum for a shareholder' meeting shall be established when shareholders representing a majority of the total issued shares are present.

5.3 A resolution of a shareholders' meeting shall be adopted by the affirmative votes of a majority of the shareholders present at the meeting. However, if the law requires a higher quorum or a greater proportion of votes or stricter conditions for the adoption of a resolution, provisions of the law shall prevail.

5.4 Except as otherwise provided in this Agreement, the following matters shall be subject to the written consent of ........:

(1) Amendments to the business items;

(2) Approval of the financial statements;

(3) Increases or decreases in the authorized and paid-in capital;

(4) Merger or dissolution and

(5) Transfer of all or a substantial part of the business or assets to a third party.

If any of the above mentioned matters does not have the consent of ....., the Shareholders shall not, at a Shareholder's meeting adopt a resolution which is contrary to the wishes of ............

Article 6

Directors, Board of Directors and Supervisors

6.1 The execution of business of ......... shall be decided by the board of directors.

6.2 ........................ shall have seven (7) directors and two (2) supervisors. .........................shall be entitled to nominate one director of ......................... The Shareholders shall cause such nominated director to be elected at the shareholders' meeting. The remaining six directors and two supervisors shall be nominated by the Shareholders and elected at the shareholders' meeting.

6.3 In case of any increase or decrease in the number of the directors as stipulated in the preceding paragraph, or any appointment to a vacancy of any person not nominated by the parties, the parties shall first confer between themselves before submission of such matters to the shareholders' meeting for resolution.

6.4 Except as otherwise provided herein, a resolution of the board of directors shall be adopted by the affirmative votes of more than two-thirds (2/3) of the directors present at a meeting attended by more than two-thirds (2/3) of all the directors. However, if the law prescribes a higher quorum, a greater proportion of votes, stricter conditions, or other requirements necessary for the adoption of a resolution, the provisions of the law shall prevail.

6.5 The following matters laid before the Board of Directors shall be subject to the written consent of .........:

(1) Acquisition or disposal of assets valued in excess of twenty per cent (20%) of the shareholder's equity of .......;

(2) The financial statements;

(3) A proposal to a shareholders' meeting for remuneration for the directors;

(4) A proposal to a Shareholders' meeting for the appointment of an auditor.

If ...... has not consented to any of the above mentioned matters, then the Shareholders shall not cause the directors of the board to adopt a resolution on the above mentioned matters.

Article 7

Confidentiality

7.1 All information on accounts, business, management and know-how acquired by each party shall be regarded as strictly confidential and shall not be disclosed to any third parties.

7.2 The non-disclosure obligation in the preceding paragraph shall remain binding on the parties after termination of this Agreement.

Article 8

Assignment

This Agreement shall not be assigned or transferred to a third party without the prior written consent of all the parties. The transferee or assignee to whom this Agreement is assigned or transferred shall be bound by all terms and conditions of this Agreement.

Article 9

Force Majeure

If government decrees, Acts of God, strikes, lockouts or other labor disputes, riots, civil disorder, or any other events beyond the control of the parties render the parties unable to fully perform their obligations under this Agreement, the parties shall not be held liable for non-fulfillment of such obligations for the period that such

events continue.

Article 10

Validity

This Agreement shall come into effect as of the date when the (Country) government approves ...... investment application and, unless earlier terminated pursuant to Article 11 hereof, shall remain in force as long as a shareholder or a shareholder's assignee or successor shall hold any shares or other equity participation in ...............

Article 11

Termination of Agreement

11.1 If ...... does not pay for the New Shares to which it has subscribed, this Agreement shall be automatically terminated and each party shall be released from all the obligations and responsibilities of this Agreement.

11.2 .......... or Shareholders may rescind or terminate this Agreement upon the written consent of the other party. The party who rescinds or terminates this Agreement shall transfer its shares in accordance with Article 4 hereof.

11.3 Rescission or termination of this Agreement shall not release any of the parties from debts, credits, claims or liabilities existing among the parties at the time of such rescission or termination.

Article 12

Penalty Clause

In addition to compensation for damage s, a Shareholder or ... who violates any ................................ of this Agreement shall be liable for a punitive penalty payment equal to the amount of USD$ .... If a Shareholder violates an of the above Articles, the Shareholder shall pay to ..... the aforesaid penalty payment. If ...... violates any of the above Articles, ........... shall pay to the Shareholders the said penalty payment.

Article 13

Arbitration

Any and all disputes relating to or arising out of this Agreement, supplementary agreements or memoranda shall be submitted to arbitration. If arbitration is requested by the Shareholders, the arbitration proceeding shall be held in ..... in accordance with the Rules of Conciliation and Arbitration of the International Chamber of Commerce. If arbitration is requested by ......, the arbitration proceeding shall be held in (State/Province/Country)in accordance with the Statue for Commercial Arbitration of (Country). The arbitration award shall be final and binding on all the parties.

Article 14

Amendment

This Agreement may be amended by written agreement signed by all the parties.

Article 15

Governing Law

This Agreement shall be governed by and interpreted in accordance with the laws of the (State/Province/Country).

Article 16

Language

This Agreement is made in both English and (state language) version. The parties each has in hand and copy of both the English and the (state language) version. If there is any discrepancy between the two texts, the English text shall govern.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed in three copies by their respective authorized representatives on the date first written above and each party shall have one copy.

This agreement shall be construed in accordance with _________________ and other applicable laws of ________________ (State/Province/Country).

In witness whereof, the parties have executed this agreement at ___________________ (designate place of execution) the day and year first above written.

Dated: ______________.

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Signature

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Signature

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