Joint Venture Contract
China Hainan Shenhai Group, China ▇▇▇▇▇▇ ▇▇▇▇ Tzuo Enterprise Co., China Dalian
Green Source Co. And PCC Group Inc. Based on equality and mutual benefits, have
decided to establish a joint venture according to International Joint Venture
Business Management Law of People's Republic of China. This contracts is made
between them.
Article 1 Parties of Joint Venture
1.1 China Hainan Shenhai Group (hereafter referred to as Party A), registered
corporation in Heinan. Legal address: ▇.▇▇, ▇▇. ▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇.
Legal Representative -
Name: Ming-▇▇▇▇ ▇▇▇▇
Position: General Manager
Nationality: China
1.2 China Hainan Yung Tzuo Enterprise Co. (Hereinafter referred to as Party B),
a register corporation in Hainan Province. Legal address: Rm.4502, Jing New
Village, Haishao Road, Haikou City, Hainan Province, China.
Legal Representative -
Name: ▇▇▇-▇▇▇▇ ▇▇▇
Position: General Manager
Nationality: China
1.3 China Dalian Green Source Corp (hereinafter referred to as Party C) a
register corporation in Dalian, China. Legal address: ▇▇▇▇▇ ▇▇▇▇ Industry,
Dalian Investment Area.
Legal Representative -
Name: Tian-Quan Sun
Position: President
Nationality: China
1.4 PCC Group Inc. (hereinafter referred to as Party d) a register corporation
in USA with registered no.A415655. Legal address: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇.
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Legal Representative -
Name: Zheng-▇▇▇ ▇▇▇
Position: President
Nationality: USA
Exhibit 10.5
1
Article II Establishment of Joint Venture
2.1 Each parties according to International Joint Venture Business Management
Law of People's Republic of China agree to establish joint venture business
corp in Hainan Province, China.
2.2 Chinese name of the Joint Venture: (Chinese characters appear here)
2.3 English name of the Joint Venture: Hainan Shenhai Energy Resources &
Chemical Industry Co., Ltd.
2.4 Legal address of the Joint Venture: Quei ▇▇▇ ▇▇▇▇▇ Economic Technology
Development Zone, Hainan Province, China.
2.5 The Joint Venture is a Chinese corporation. All of its activities must
comply with the Chinese law, decree and related regulations.
2.6 The Joint Venture is organized as a liability limited company. The Joint
Venture parties' responsibility is limited to the amount of each of their
investment in the registered capital. Each party will share the profits, losses
and risks of the Joint Venture based on the amount of investment each party put
in.
2.7 The managing department of the Joint Venture: People's Government Economic
Bureau, Hainan, People's Republic of China.
Article III Business Purpose, Scope and Scale
3.1 The purpose of the Joint Venture: To establish an international-level
business with patented and most advanced equipment based on the aspiration to
enhance business cooperation and technical exchange; To utilize recycled
resources to manufacture industrial raw materials and products; To obtain
satisfactory economic benefits through scientific operation and management.
3.2 Business Scope: Vacuum distillation of old rubbers, deeply process coconut
shell and research & develop new products.
3.3 Production Scale: Old rubber material process 6000 tons a year. Coconut
shell process 15,000 tons a year.
2
Article VI Total Investment and Registered Capital
4.1 Total Investment of the Joint Venture: 18 millions US dollars.
4.2 Registered Capital: 5.5 millions US dollars, in which:
2.475 million US dollars come from Party A's investment, 45% of the
registered capital;
0.55 million US dollars come from Party B's investment, 10% of the
registered capital;
0.275 million US dollars come from Party C's investment, 5% of the
registered capital;
2.2 million US dollars come from Party D's investment, 40% of the
registered capital;
4.3 The Joint Venture parties will put in their investment in the following
forms:
Party A Property & cash
Party B 0.55 millions US dollars in cash
Party C 0.275 millions US dollars in cash
Party D Patented technology and cash in US dollars. (In which: the
patented technology is 1.375 million US dollars and cash is 0.825 million US
dollars.)
4.4 Payment for registered capital of the Joint Venture: Four parties shall
pay off their investment in installments within 120 days starting on the day the
corporation is issued. After each party has paid off its investment, a
certificate of investment will be issued by a Chinese CPA after the inspection
as acknowledge for the receipt of the investment. If the investment is overdue
and unpaid, the unpaid party will be charged 5% of the unpaid amount each month
as late payment interest to the party who keeps its words. If any loss occurs
due to one party's delinquency in payment, the delinquent party shall be
responsible for the loss.
4.5 The Joint Venture will apply for bank loan to make up the difference
between the total investment and registered capital. The interest of the loan
will be accounted for as the cost. The risk of bank loan will shared by all
Parties as invest ratio.
4.6 Approval from the other Joint Venture party and the original evaluation
is required if one Joint Venture wishes to transfer all or part of its
investment to a third party. Also, any change in the investment shall be
registered with the Business Administration Bureau.
3
4.7 When one Joint Venture party wishes to transfer all or part of its
investment, the other Joint Venture party has the purchase priority.
4.8 During the period of Joint Venture, the Joint Venture can not reduce the
total registered capital. Any increase in the registered capital or change in
investment proportion must be resolved in the Board of Directors, and shall be
filed with the original evaluation agency for approval. The change shall also be
registered at the original registration agency.
4.9 China Hainan Shenhai Group is responsible for all the necessary cost to
establish the Joint Venture Company, and all the other parties agree that this
cost is shared by the Joint Venture Company.
Article V Reponsibility of Each Joint Venture Parties
5.1 Both Joint Venture parties shall do their best to effectively and
economically accomplish the business principle and goal of the company.
5.2 Party A is obligated to complete the followings:
5.2.1 To obtain approval for the establishment of the Joint Venture
from the related Chinese government agency; to obtain and receive certificate
and to register and receive business license and etc;
5.2.2 To pay its share of investment according to the contract;
5.2.3 To take care of all formalities for requisition of land in the
Development Zone for the Joint Venture;
5.2.4 To coordinate the designing and construction of the workshop and
othe facilities in the Joint Venture;
5.2.5 To assist the Joint Venture in the implementation of water,
electricity, transportation, communication and other fundamental facilities;
5.2.6 To assist the Joint Venture in the recruitment of management
staff, technical staff, workers and other staff;
5.2.7 To assist the Joint Venture to purchase processing equipment,
materials, appliances, transportation tools, communication equipment and etc. In
China;
5.2.8 To assist the Joint Venture to take care of custom formalities
for the equipment, raw materials imported, and take care some of the formalities
for the products exported;
5.2.9 To assist foreign workers to take care of visa, work, living and
travel procedures;
5.2.10 To assist the Joint Venture to take care of related loan,
insurance and etc;
5.2.11 Responsible for domestic sales of all diesel oil, natural gas,
old steel wire products;
4
5.2.12 To assist the Joint Venture to apply for tax reduction and
exemption and other favorable treatment based on related law in China;
5.2.13 To take care of other matters entrusted by the Joint Venture.
5.3 Party B obligated to complete the following:
5.3.1 To pay its share of investment according to the contract;
5.3.2 To take care of other matters entrusted by the Joint Venture
5.4 Party C obligated to complete the following:
5.4.1 To pay its share of investment according to the contract;
5.4.2 To provide the Joint Venture with related international market
product information for the products manufactured by the Joint Venture;
5.4.3 To take care of other matters entrusted by the Joint Venture.
5.5 Party D obligated to complete the following;
5.5.1 To pay its share of investment according to the contract;
5.5.2 Responsible for the quotation inquiry of the equipment's, cars
and accessories needed to be imported, and to order the selected products and
take care of related formalities for their shipment to Haikou Port.
5.5.3 Responsible for import old rubber material to port Haikou, if the
material is insufficient in domestic market and after the Joint Venture Company
apply the temporary import permission from the Environment Control Department.
5.5.4 Responsible for the sales of charcoal products in International
market, if the domestic market has sales difficulty.
5.5.5 To provide the Joint Venture with related international market
product information for the products manufactured by the Joint Venture;
5.5.6 responsible for the purchase of other imported materials required
by the Joint Venture;
5.5.7 To take care of other matters entrusted by the Joint Venture.
5.5.8 To ensure the completeness, reliability and suitability of the
vacuum distillation technology, technical procedures, equipment design, testing
and inspection provided to the Joint Venture. To ensure stable production,
product quality and designed capability of the equipment.
5.5.9 To guarantee to provide the Joint Venture with processing
technology, design, manufacture and packaging technology and its related
information. To provide the Joint Venture with related information and technical
information, and improvement of the technology and deep processing technology
for free;
5.5.10 To guarantee the technician and production workers of the Joint
Venture will master the related technology during the training period according
to the training contract. The technical training fee and etc. Expenses will be
responsible by Party C;
5.5.11 Responsible for providing the necessary equipment installation,
tuning and trial production technical staff and technical inspection staff.
5
Article VI Board of Directors & Management Organization
6.1 The Board of Directors is established on the date the approval
certificate of the Joint Venture is issued.
6.2 The Board of Directors is constituted by 7 directors in which 3
directors are appointed by Party A and 1 director is appointed by Party B, 1
director is appointed by Party C; 2 directors are appointed by Party D. One
president is appointed by Party A and one vice president is appointed by Party
D. The term of the president is 4 years, can be re-appointed if agreed by the
appointing party. During the appointment, If not qualified replacement is
required for some reason, a written notice shall be sent to the other Joint
Venture party one month in advance. However, the appointing party has the
replacement power.
6.3 The Board of Directors has the highest authority in the Joint Venture.
It is the decision maker for all important matters in the Joint Venture.
I Amendment of the corporation articles;
II Extension, termination, dissolution of the Joint Venture;
III Increase and/or transfer of the registered capital;
IV Merge with other business organization;
Other matters shall be passed by 2/3 o the attending directors in the Board of
Directors' Meeting (including directors from all parties). Any resolution
conveyed through written documentation shall be passed and signed by all
directors. The efficacy of the written resolutions the same as unanimous
resolution by the directors in the Board of Directors' Meeting.
6.4 The president is the legal representative of the Joint Venture. If the
president can not carry out his duty for some reason, he can authorize the vice
president or other director to act on his behalf.
6.5 The Board of Directors' Meeting shall be held at least once an year. The
meeting will be convened and directed by the President. If motioned by 1/3 of
the directors, the President can convince a temporary Board of Directors'
Meeting. The minutes of meeting shall be kept in file until the expiration of
the Joint Venture.
6.6 The president and vice president each has only one vote.
6.7 The Joint Venture implements general manager responsibility system under
the leadership of the Board of Directors. The managing organization has one
general manager, and two deputy general managers. The first general manager is
recommended by Party B, and two deputy general managers are recommended by Party
A. There are also one chief engineer, chief economist, and chief accountant, and
they are recommended by both parties after negotiation. The general manager,
deputy general managers and other senior
6
officers must be appointed by the Board of Directors. Their term is four years.
They can be re-appointed by the Board of Directors.
6.8 The duties of the general manager are to execute all resolutions of the
Board of Directors, to organize and direct daily management operation of the
Joint Venture. The deputy general managers shall assist the general manager.
6.9 If the general manager, deputy general managers or other senior officers
have engaged in any malpractice or have seriously neglected their duty, they can
be discharged and replaced at any time with the resolution in the Board of
Directors' Meeting.
Article VII Preparation Construction
7.1 The Joint Venture take full responsible for preparation construction.
7.2 The preparation center is specifically responsible for examining the
construction design, signing construction contract, organizing pertinent
equipment setup and processing, purchasing related materials and its inspection
upon delivery, formulating construction schedule, and safekeeping and
organizing the documents, pictures, files, and information during construction.
7.3 Prepare the name list, salary and expenses of the staff in the
preparation center, and enter the expenditures into the budget. However, these
expenditures shall be examined and approved by the Board of Directors.
7.4 The Joint Venture starts operation after the Board of Directors is
established. The completion of preparation and construction transfer to the
Joint Venture Company after approved by the Board of Directors.
7.5 The equipment and materials necessary for the Joint Venture Company
should be purchased in domestic if it's in same condition and price as
international market.
7.6 When entrusted by Joint Venture to purchase equipment from
international market, other parties should be invited to involve the process.
7.7 Party A,B,C and D designates technicians to form a technical group
under the instruction of the Board of Directors to review, test, examine,
acceptance material and imported equipment.
7.8 The products of the Joint Venture will be sold in the domestic and
overseas markets. Party A will be responsible for selling the diesel oil,
natural gas and old materials in the domestic market, and party B will be
responsible for
7
selling the charcoal in the overseas market. The price for the products sold in
domestic and overseas markets will be determined by the general manager based on
better price has priority.
Article VIII Labor Management
8.1 The Joint Venture Company staff's recruit, dismiss, salary insurance,
benefit should be according to "International Joint Venture Business Management
Law of People's Republic of China" and the Board of Directors compiled policy,
sign a work contract between Joint Venture Company and it's staff and report it
to local government's labor department.
8.2 A,B,C and D four parties recommended high level management personnel's
salary, insurance, benefit, travel expense should be approved by the Board of
Directors.
Article IX Profit Distribution and Sharing of Responsibility for Loss
9.1 The Joint Venture shall pay income tax for its total profit to China Hainan
Economic Zone. It will also withdraw 10% of the "three funds" and loan payment
from the profit after tax. All the parties have negotiated and decided to return
the loan principle and depreciation in five years. The withdrawal ratio of the
other two funds can be adjusted by the Board of directors under the premise of
return the loan principle and depreciation in five years. Then, the remaining
profit will be shared by all Joint Venture parties once a year according to
their investment ratio in the registered capital.
9.2 The profit can not be distributed before making up for the loss of the
Joint Venture in the previous year. The undistributed before making up for the
loss of the Joint Venture in the previous year. The undistributed profit from
the previous year can be distributed along with the current year profit.
9.3 The profit of the Joint Venture, with approval of the Board of Directors
and evaluation agency, does not have to be distributed. It can be added to the
capital investment to expand the production.
9.4 If the Joint Venture encounters loss, both Joint Venture parties shall bear
the loss according their share in the registered capital, and each of their
liability is limited to the amount of their investment.
8
Article X Tax, Finance and Auditing]
10.1 The Join Venture and its employees shall pay the required taxes
according to the related regulations of People's Republic of China.
10.2 All foreign exchange related matters of the Joint Venture shall be
executed according to Foreign Exchange Provisional Regulations of People's
Republic of China and its related management regulations. If the condition
changes and the foreign exchange appears to be unbalanced, the foreign exchange
loan shall be paid in priority according to the proportion. If the profit
distributed for the payment of the foreign exchange loan is insufficient, it
shall be made up in the subsequent year until it is paid off.
10.3 The Joint Venture shall set up an accounting system based on Foreign
Investment Business Accounting System of People's Republic of China.
10.4 The accounting year of the Joint Venture starts on October 1 and ends on
September 30, next year. All vouchers, receipts, reports, account books shall be
written in Chinese.
10.5 The Joint Venture shall hire a CPA registered in China to investigate
and audit the accounts, and the results shall be reported to the Board of
Directors and the general manager. Both Joint Venture parties have the right to
inspect the accounts of the Joint Venture, and the inspecting party is
responsible for the expenses incurred.
Article XI Insurance
10.6 The general manager shall formulate a balance sheet, income statement
and profit distribution plan for the previous accounting year within the first
three months of each accounting year, and shall present these reports to the
Board of directors for examination and resolution.
11.1 All insurance of the Joint Venture shall be purchased from insurance
companies in China.
11.2 Insurance category value, and insured period will be determined by he
Board of Directors according to the regulations of the Chinese insurance
company.
9
Article XII Term of Joint Venture
12.1 The term of the Joint Venture is 12 years starting on the date the
corporation license of the Joint Venture is issued.
12.2 If motioned by one party and unanimously passed in the Board of
Directors' Meeting, an application for extension can be filed with the original
evaluation agency six months before the Joint Venture contract expires.
Article XIII Amendment and Cancellation of the Contract
13.1 The amendment of this contract and the appendix must be signed by both
Joint Venture parties, and shall be reported to the original evaluation agency
in order to become effective.
13.2 If one party is not able to fulfil the obligations stipulated in the
contract and corporation articles, or has seriously violated the stipulations
in the contract and corporation articles, and has impeded the Joint Venture
from operating normally or has caused the Joint Venture to be unable to
accomplish the goal of the Joint Venture, the party in violation is treated as
terminating the contract by itself. The other party does not only has the right
to claim indemnity from the party in violation, but also has right to file and
application for termination of contract through legal proceedings with the
original evaluation agency. If both parties agree to continue the business
operation, the party in violation must first pay for the business loss of the
Joint Venture.
13.3 If any party is not able to fulfill the contract, or has seriously
violated the stipulations in the contract and corporation articles, and has
impeded the Joint Venture from operating normally or has caused the Joint
Venture to be unable to accomplish the goal of the Joint Venture, the party in
violation is treated as terminating the contract by itself. The other party does
not only has the right to claim indemnity from the party in violation, but also
has right to file and application for termination of contract through legal
proceedings with the original evaluation agency. If each parties agree to
continued business, the party in violation must first pay for the loss of the
Joint Venture.
13.4 The Joint Venture is dissolved under the following circumstances.
13.4.1 Upon expiration of the Joint Venture;
13.4.2 When the Joint Venture encounters serious loss and can not
continue its operation;
13.4.3 When one Joint Venture party violates the contract and causes
the company to be unable to continue its operation;
13.4.4 Due to natural disasters, wars and other force mature;
10
13.5 When the Joint Venture announces dissolution, the Board of Directors
shall determine the liquidation procedures, principles, and candidates of the
liquidation committee, and shall report the decision to the managing department
for examination and supervision.
13.6 After the liquidation works of the Joint Venture are completed, the
liquidation committee shall furnish a liquidation report and shall present it in
the Board of Directors' Meeting for approval. It shall also be filed with the
original evaluation agency. The dissolution of the Joint Venture shall be
registered with the original registering Business Administration Bureau and the
business license shall be returned to be canceled,
13.7 The properties remaining after the liquidation shall be distributed to
the Joint Venture parties on their share of investment in the registered
capital. After distribution, one party has the priority to purchase the assets
distributed to the other party.
13.8 When the Joint Venture dissolves, the net assets and the appreciation of
the registered capital are treated as profit and income tax shall be paid
according to the law.
13.9 After the Joint Venture dissolves, all account books and documentation
shall be kept by Party A.
Article XIV Responsibility for Breaching of Contract
14.1 If this contract or its appendix is not able to be carried out partially
or completely due to one party's negligence, the negligent party shall bear the
responsibility for breaching the contract. If this contract can not be carried
out attributable to all parties' faults, all Joint Venture parties are
accountable to their respective responsibilities.
14.2 If any party in the Joint Venture is not comply with the article IV of
this contract to pay the capital in time, for each delayed month, the delayed
party should pay 5% of its capital amount as penalty fine to other parties. If
delayed over three months, the other parties has right to suspend this contract
and ask for compensation.
11
Article XV Settlement of Disputes
15.1 All disputes related to or arisen from the execution of this contract
shall be negotiated and amicably resolved by both parties. If the dispute can
not be resolved through negotiation, it shall be presented to China
International Economics and Trade Arbitration Council. The dispute will be
arbitrated by the Council through arbitration procedures of the Council. The
ruling of the arbitration is final and binding to all three parties.
15.2 During the arbitration proceedings, the Joint Venture parties shall
continue to carry out the stipulations in the contract and corporation articles.
Article XVI Applicable Law & Language
16.1 The formulation, efficacy, interpretation, implementation of this contract
agreement and the resolution of disputes are all under the jurisdiction of the
law of People's Republic of China.
16.2 This contract shall be written in Chinese. It is made eight originals and
eight copies.
Article XVII Efficacy of Contract and Others
17.1 The appendix of this contract; after signed by both parties, is a
constituent of this contract. The supplementary articles signed by both parties
are a constituent of this contract. They have the same efficacy as the contract
after approved by the original evaluation agency.
17.2 This contract and its appendix must be reported to the related department
for approval. It becomes effective on the date the approval certificate is
issued.
17.3 When both parties issue notice, for any matter relating to the authority,
obligation of both parties, a written notice shall be issued immediately
afterwards. The legal addresses listed in Article I are the mailing addresses
of both parties. If there is any change in the address, the Party shall inform
the Board of Directors within thirty days. Otherwise, the Party shall be
responsible for any error its negligence incurred.
12
17.4 This contract is signed by the authorized representatives of the Joint
Venture parties on ▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇
Party A China Hainan Shenhai Group Corp.
Authorized Representative:
Party B China Yung Tzuo Enterprise Corp.
Authorized Representative:
Party C China Dalian ▇▇▇▇▇ ▇▇▇▇ Chemical Corp.
Authorized Representative
Party D PCC Group Inc.
Authorized Representative: Zheng-▇▇▇ ▇▇▇
[NOTARY SEAL APPEARS HERE]
STATE OF CALIFORNIA )
County of Los Angeles )
---------------
[NOTARY SEAL APPEARS HERE]
On 12-17-96, before me, the undersigned notary public, personally appeared _____
--------
▇▇▇▇ WEN___________________
--------------------------------------------------------------------------------
X personally known to me -OR- ____ Proved to me on the basis of satisfactory
---
evidence to be the person(s) whose
name(s) is/are subscribed to the within
instrument and acknowledged to me that
he/she/they executed the same in
his/her/their authorized capacity(ies),
and that by his/her/their signature(s) on
the instrument the person(s), or the
entity upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
/s/ ▇▇▇▇▇ ▇▇▇▇
-------------------------------------
Signature of Notary
