Home >

Agreement On Joint Capital Agency

2008/12/26 16:29:00 41925

??? 日本語 Fran?ais English 中文

Address of the limited company limited: (hereinafter referred to as Party A) and the company address: (hereinafter referred to as Party B), through friendly negotiation, to set up a joint venture company (hereinafter referred to as the company), reaching the following agreement:

Corporate name

The first Chinese Name:

Second English names:

Business scope

The third is to operate marine equipment (hereinafter referred to as marine equipment):

The company's main business is agency.

And other special equipment projects, in order to obtain preferential prices and timely and convenient after-sales service conditions to enhance competition.

Operating agent industrial equipment (hereinafter referred to as non marine equipment):

The company's business scope is not only for marine equipment, but also for non marine equipment.

registered capital

The total amount of registered capital of the fourth companies is U.S.D. US dollars, and the paid up capital is U.S.D..

Share distribution

Fifth Party A has equity account for 50% of the total investment amount, and Party B owns 50% of the total investment amount.

Board of directors

The sixth board consists of four directors, Party A assigns two, Party B assigns two, the chairman is appointed by Party A, and the general manager is appointed by Party B.

The seventh board of directors is convened once a year, convened by the chairman.

If necessary, a chairman may convene an interim meeting and a provisional meeting must be announced 20 days before the proposal is made by a party director.

The board of directors intends to choose the place where the paction volume of the agency business is high in the agent manufacturer, so as to sum up experience, increase the agent project and check the implementation of the agreement.

Each board meeting should be recorded and summarized.

Minutes of directors' meetings are kept as records of companies.

The eighth board of directors needs to be held by 2 or 3 of the directors.

When a director is unable to attend, he may delegate his representative.

The working principles of the board of directors are handled on the basis of equality, mutual benefit and friendly negotiation.

The functions and powers of the Board shall be prescribed by the articles of association of the company.

The terms of reference of the general manager are stipulated in the "general manager's appointment letter".

(omitted)

Ninth members of the board do not receive salaries or allowances at the company.

During the meeting or commissioned by the company to study abroad, the expenses of pportation, accommodation, meals, office and so on shall be paid by the company during the contact period.

The tenth company implements the general manager responsibility system under the leadership of the board of directors.

The general manager is recommended by the appointing Party and appointed by the board of directors.

The term of office is 5 years and can be reelected. The salary is decided by the board of directors.

If the general manager or manager is not competent or unwilling to continue to work or the appointed party is pferred out, the vacancy of his position shall be further recommended by the board of directors and approved by the board of directors.

The eleventh general manager or deputy general manager shall not concurrently be the general manager or deputy general manager of other economic organizations, and shall not participate in the competition between other economic organizations and the company's business.

The general manager or other senior managers are embezzled and seriously dereliction of duty, and the board of directors has the right to dismiss them at any time.

The chairman and director of a company can hold the same position in other companies, and the company in which he is in office can not compete with the company.

Responsibilities of Party A and Party B

Article twelfth Party B is responsible for opening up the channels of agency. However, it must be screened and confirmed. It is necessary for both parties to confirm their obligations when obtaining the agent business.

The agency right of acquiring equipment is different from that of the project order and after sale service conditions, so that there is a difference between the corresponding preferential price, and strive to have an order with a discount (lower than the international market price).

No agent can also take orders. The two sides provide extensive sourcing according to user requirements, and work together to take orders.

The Thirteenth Party A shall introduce the recommended units for the domestically appointed items of the recommended equipment. The company can directly sign the order contract with the users.

Party A sends the name, sample and after-sales service measures of the company's agent ship equipment to the Institute, which is recommended by the designer to the shipyard or ship owner to adopt the new ship.

Party A assists the company in handling visas and related matters that require agents to travel to China.

Accounting and auditing

The fourteenth fiscal year of the company is the calendar year.

First the fiscal year will end on the end of the year.

Accounting is based on debit and credit bookkeeping.

The currency used for operation is in the unit of account.

After the end of the fiscal year, the gross profit is deducted from operating costs, taxes and benefits, and the net profit is allocated according to the ratio of investment between the two parties.

(1) the distribution of net profit shall be calculated separately according to the percentage of gross profit of marine products and non marine products.

(2) both Party A and B accounted for 50% of the net profit of marine and non marine products respectively.

(3) Party A is mainly responsible for marine products, while Party B is mainly responsible for non marine products. When each of them is responsible for the net profit of the item exceeds HK $, the party who extracts the excess part of the total amount of%% is awarded the excess item, and the remaining part is allocated according to fourteenth (2) methods.

(4) the company's accounting system, format and accounting statements. The monthly report should be 30 days after the end of each calendar month. The quarterly report should be 45 days after the calendar season. The annual accounts should be compiled on the 60 day after the end of the calendar year.

A detailed statement of final accounts to reflect all the operations.

(5) the total profit of the company is 50% of intangible trade expenses, and all expenses are reimbursed by invoices.

The total expenditure of the year-end settlement exceeds 50% of the total revenue, and shall be written by the general manager in writing.

Fifteenth, within 60 days after receipt of the year-end report of an accounting year, Party A and party shall each member form an audit team to carry out audit work for the last 1 years (including capital statement, liability statement, profit and loss statement and financial statement), and prepare the audit report and report to the board of directors for approval.

The Sixteenth Annual auditors paid by both sides shall be paid by the parties, but the expenses of meals, pportation and office shall be borne by the company.

The standard of expenditure is determined by the board of directors.

The seventeenth general managers will not be able to resolve them within the next 20 days upon receipt of the objection notice issued by the audit team to their financial expenses.

The eighteenth company documents, accounts and financial statements are written in Chinese and English.

Entry into force, duration and termination

The nineteenth agreement is effective after signed by the legal representatives of both parties.

Twentieth annexes to this agreement signed by both parties constitute an integral part of this agreement.

The twenty-first company has a business term of 5 years and is calculated from the date of issuance of the business license.

A half year before the expiration of the term of the joint venture, the other party agrees to extend the time limit for the agreement, and the specific matter shall be decided by the board of directors.

The twenty-second amendment of this Agreement shall be unanimously adopted by the board of directors.

Supplementary agreements can be concluded if there are any outstanding matters.

During the twenty-third agreement period, neither party has the right to unilaterally announce its withdrawal or termination, and the termination agreement must be unanimously adopted by the board of directors.

When the twenty-fourth agreement is expired, the parties agree that it will no longer be extended.

The twenty-fifth clause may be terminated voluntarily as a result of bankruptcy or other reasons.

Liquidation

When the twenty-sixth company agreement expires, the board of directors shall act as the "liquidation committee" task until the liquidation ends, and the company shall be dissolved.

After twenty-seventh liquidation, the principal and interest of both Party A and Party B can be fully recovered.

If the fixed assets are auctioned, the amount will still be insufficient to share the losses according to the ratio of investment.

Preparatory work

Article twenty-eighth from the date of the signing of this contract, Party A and Party B shall remit 50% of the amount of investment into the company account of the bank before the 17 calendar day of thirtieth calendar days, and the remaining 50% of the total amount should be remitted into the company account of the above bank before 17 calendar days of 90 calendar days.

After the twenty-ninth contract is signed, Party A and B propose to appoint the board members and hold the first board meeting.

After the thirtieth board is established, the chairman and general manager are recommended according to the agreement, arranging the work schedule and hiring staff members.

Applicable law and Arbitration

Thirty-first, the signing, entry into force, interpretation, performance, alteration, rescission and arbitration of this Agreement shall be governed by the law of the whole.

Any dispute between the thirty-second joint venture parties arising from this Agreement shall be settled through negotiation in a spirit of friendship and trust.

If no settlement can be reached through negotiation within 30 days, the third party may be recommended by Party A and Party B for mediation.

Article thirty-third if mediation can not be settled within 30 days, the dispute shall be final by arbitration.

The thirty-fourth arbitration fee shall be paid by the losing party or in accordance with the decision of the Arbitration Commission.

Force majeure

Any failure of the joint venture company to perform or delay its performance is not regarded as the obligation of the party not to perform this agreement.

Thirty-fifth incidents of force majeure (including war, natural calamity) or several combined events that result in any party's obstruction or delay in fulfilling this agreement's obligations.