Exhibit 2.1
Joint Venture Agreement Confidential
Joint Venture Agreement
for the Establishment of
Weihai Gaoxin Daewoo Electronic Components Co. Ltd.
Table of Contents
Chapter 1 General Provisions
Chapter 2 Parties of the Joint Venture
Chapter 3 Establishment of the Joint Venture Company
Chapter 4 Purpose, Scope and Scale of Production and Business
Chapter 5 Total Amount of Investment and Registered Capital
Chapter 6 Responsibilities of Each Party
Chapter 7 Technology Transfer
Chapter 8 Selling of Products
Chapter 9 The Board of Directors
Chapter 10 Business Management Office
Chapter 11 Purchase of Equipment
Chapter 12 Labor Management
Chapter 13 Taxes, Finance and Auditing
Chapter 14 Duration of the Joint Venture
Chapter 15 Disposal of Assets after the Expiration of Joint
Venture
Chapter 16 Insurance
Chapter 17 Amendment, Alteration and Discharge of the Contract
Chapter 18 Liabilities for Breach of Contract
Chapter 19 Force Majeure
Chapter 20 Applicable Law
Chapter 21 Settlement of Dispute
Chapter 22 Language
Chapter 23 Effectiveness of the Contract, etc.
Chapter 1 - General Provisions
In accordance with the "Law of the People's Republic of China on Joint Ventures
Using Chinese and Foreign Investment" and other relevant Chinese laws and
regulations, Xianyang Pianzhuan Development Company Ltd., Asia Electronics
Holding Co., and Daewoo Electronic Components Co. adhering to the principle of
equality and mutual benefit and through friendly consultations, agree to jointly
invest to set up a joint venture enterprise in Weihai, People's Republic of
China. The contract thereunder is worked out.
Chapter 2 - Parties of the Joint Venture
Article I
Parties of this contract are as follows: Xianyang Pianzhuan Development Co. Ltd.
(hereinafter referred to as Party A), registered in Xianyang City, Shaanxi
Province of China, and its legal address is at 00 Xxxxxxx Xx Xxxx xx Xxxxxxxx
Xxxx, Xxxxxxx Xxxxxxxx, XXX.
Legal Representative:
Name: Du, Qing Song
Position: Chairman & CEO
Nationality: P.R. China
Asia Electronics Holding Co. (hereinafter referred to as Party B), registered in
British Virgin Island. Its legal address is at Xxx Xxxxx Xxxxx Xxxxxx, Xxxxx
0000, Xxx Xxxx, XX 00000, XXX.
Legal Representative:
Name: Du, Qing Song
Position: Chairman & CEO
Nationality: China
Daewoo Electronics Co. (hereinafter referred to as Party C), registered in
Korea. Its legal address is at 000 Xxxxxxxx Xxxx, Xxxxx Xxxx, Xxxxxx Xxx, Xxxxx.
Legal Representative: Wang, Xxxx Xx
Position: Director Representative
Nationality: Korea
Chapter 3 -Establishment of the Joint Venture Company
Article 2
In accordance with the "Law of the People's Republic of China on Joint Ventures
Using Chinese and Foreign Investment" and other relevant Chinese laws and
regulations, all three parties of the joint venture agree to set up a joint
venture limited liability
company (hereinafter referred to as the joint venture company).
Article 3
The name of the joint venture company is Weihai Gaoxin Daewoo Electronic
Components Co. Ltd.
The Legal address of the joint venture company is at High Technology Industries
Development Area, Weihai
Article 4
All activities of the joint 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 joint venture company is a limited liability
company. Each party to the joint venture company is liable to the joint venture
company within the limit of the capital subscribed by it. The profits, risks and
losses of the joint venture company shall be shared by the parties in proportion
to their contributions of the registered capital.
Chapter 4 - The Purpose, Scope and Scale of Production and
Business
Article 6
The purpose of the parties to the joint venture is in conformity with the wish
of enhancing the economic corporation and technical exchanges, to improve the
product quality, develop new products, and gain a competitive position in the
world market in quality and price by adopting advanced and appropriate
technology and scientific management methods, so as to raise economic results
and ensure satisfactory economic benefits for each investor.
Article 7
The productive and business scope of the joint venture company is to produce
deflection yoke products; provide maintenance service after the sales of the
products; and study and develop new electronic products.
Article 8
After putting into production the capacity of the Joint Venture Company is 2.4
million deflection yokes of various types every year.
Chapter 5 - Total Amount of Investment, and Registered Capital
Article 9
The total amount of investment of the joint venture company is US$5,730,000.
Article 10
Investment capital contributed by the parties is US$3,500,000, which will be the
registered capital of the joint venture company, all three parties will invest
in the form of cash:
Party A contributes US$350,000, 10% of total capital;
Party B contributes US$2,800,000, 80% of total capital;
Party C contributes US$350,000, 10% of total capital;
Article 11
Parties A, B and C will contribute the following as their investment:
Party A contributes US$350,000
Party B contributes US$2,800,000
Party C contributes US$350,000
Article 12
Parties A, B and C will pay the joint venture company's registered capital in
installments in proportion to their percentage of contributions. Each
installment is settled as follows: amount payment for first installment: Party A
US$350,000, Party B US$2,800,000, Party C US$350,000, sign contract,
installments to be paid in full within one month after approvals from
governments in respective countries.
Article 13
(1) In case any party to the joint venture intends to assign all or part of its
investment subscribed to a fourth party, consent should be obtained from
the other Parties to the joint venture, and approval must be obtained from
the examination and approval authority.
(2) When one party to the joint venture intends to assign all or part of its
investment, the other two parties have preemptive right. If any one of the
two parties relinquishes the preemptive right, the other party will have
the preemptive right.
Chapter 6 - Responsibilities of Each Party
Article 14
Party A, Party B and Party C shall be respectively responsible for the following
matters:
Responsibilities of Party A:
Handling of applications for approval, registration, business license and other
matters concerning the establishment of the joint venture company from relevant
departments in charge in China;
Assisting the joint venture in purchasing or leasing equipment, materials, raw
materials, articles for office use, means of transportation and communication
facilities, etc.;
Assisting the joint venture in contacting and selling the fundamental facilities
such as water, electricity, transportation, etc.;
Assisting the joint venture in recruiting Chinese management personnel,
technical personnel, workers and other personnel needed;
Assisting foreign workers and staff in applying for the entry visa, work license
and processing their traveling matters;
Responsible for handling other matters entrusted by the joint venture.
Responsibilities of Party B and Party C:
Handling the matters entrusted by the joint venture company, such as selecting
and purchasing machinery and equipment outside China, etc.;
Responsible for assuring the joint venture meets production quota within the
limited production period.
Responsible for other matters entrusted by the joint venture.
Chapter 7 - Technology Transfer
Article 15
Parties A, B, and C agree that the joint venture will sign Technology Transfer
Agreement with Party C or a third party, in order to meet the production goals
listed in Chapter 4 of this agreement, which includes product design,
craftsmanship, testing
methods, materials, quality control, staff training, etc.
Article 16 Party C guarantees the following regarding technological transfer:
1. Party C guarantees that the DY provided to the joint venture (note: must
specify product name) should have reliable and correct technology on
design, production, craftsmanship, quality, that it meets the company's
standard, and production quota.
2. Party C guarantees to transfer all the technology listed in this agreement
and in the Technology Transfer Agreement to the joint venture, that it is
the latest technology, all equipment are in excellent condition, and the
quality is good.
3. Party C should attach an appendix on which it lists specifications and
details of all technologies and technological services provided to the
joint venture.
4. Blueprint, technological conditions and other detailed information are all
part of the technology transfer, they are guaranteed to be handed over
promptly.
5. During the technology transfer agreement period, Party C should provide
joint venture company with any upgrades and changes in the technology, the
fee will be calculated separately.
6. Party C will make sure that joint venture's technical staff fully adapt to
the transferred technology during the period of technology transfer
agreement.
Article 17
If Party C fail to provide technology according to this agreement and the
Technological Transaction Agreement, or if any deceptive actions are discovered,
Party C is responsible for compensating any of the joint venture's direct
losses.
Article 18
Technology transfer fee is part of the whole project, and will be paid in full
promptly.
Chapter 8 - Selling of Products
Article 19
The joint venture's product will be sold both in domestic and foreign markets,
the export part should at least satisfy the joint venture's expense in foreign
currency.
Article 20 The product can be sold to foreign markets through the following
channels:
The joint venture directly sells to foreign markets. The joint venture signs
selling contract with Chinese trading companies, who act as the distributor, or
take full responsibility of selling the product. The joint venture entrusts
Party B and Part C to market its product.
Article 21
The joint venture's products can be sold by China's other selling agencies, or
can be sold by the joint venture directly.
Article 22
In order to provide maintenance service to the products sold both in China or
abroad, the joint venture company may set up sales branches for maintenance
service both in China or abroad subject to the approval of relevant Chinese
department.
Article 23
The trademark of the joint venture's products is "Weihai Daewoo".
Chapter 9 - The Board of Directors
Article 24
The date of registration of the joint venture company shall be the date of the
establishment of the board of directors of the joint venture company.
Article 25
The Board of Directors is composed of five directors, of which one shall be
appointed by Party A, three shall be appointed by Party B, and one shall be
appointed by Party C. When any one Party purchases stocks sold by other Parties,
the number of directors should be reassigned according to the ratio of amount of
capital. Chairman of the Board shall be appointed by Party B, and Deputy
Chairman shall be appointed by Party A and Party C. The term of office for the
directors and chairman is 4 years. Their term of office may be renewed if
continuously appointed by the relevant Party.
Article 26
The highest authority of the joint venture company shall be the Board of
Directors. It shall decide all major issues concerning the joint venture
company. Unanimous approval shall be required
before any decisions are made concerning major issues. As for other matters,
approval by majority or a simple majority.
Article 27
The chairman of the board is the legal representative of the joint venture
company. Should the chairman be unable to exercise his responsibilities for some
reasons, he shall authorize the vice-chairman or any other director to represent
the joint venture company temporarily.
Article 28
The board of directors shall convene at least once per annum. Temporary meetings
shall be called by consent of over half of the total number of directors.
Chapter 10 - Business Management Office
Article 29
The joint venture company shall establish a management office which shall be
responsible for its daily management. The management office shall have one
general manager appointed by Party B; two assistant managers, one appointed by
Party A and one by Party C. The general manager and the assistant managers,
whose terms of office are 4 years, should be hired by the board of directors.
The controller, deputy controller and chief engineer will be hired by the
general manager.
Article 30
The responsibility of the general manager is to carry out the decisions of the
Board meeting and organize and conduct the daily management of the joint venture
company. The assistant managers shall assist the general manger in his/her daily
work.
Several department managers may be appointed by the management office,
respectively, handle the matters handed over by the general manager, and shall
be responsible to them.
Article 31
In case of graft or serious dereliction of duty on the part of the general
manager and assistant manager, the Board of Directors shall have the power to
dismiss them at any time.
Chapter 11 - Purchase of Equipment
Article 32
In purchase of raw materials, fuel, parts, means of
transportation and articles for office use, etc., if conditions are comparable,
the joint venture company shall give first priority to purchase in China.
Article 33
In case of the joint venture company entrusts Party C to purchase equipment in
overseas markets, Party B shall be invited to send its people to take part in
the purchasing.
Chapter 12 - Labor Management
Article 34
The labor contracts shall, after being signed, be filed with the local labor
management department.
Article 35
The appointment, salaries, social insurance, welfare and the standard of
traveling expenses, etc. of high-ranking administrative personnel recommended by
Party A, B, C, shall be decided at the meeting of the Board of Directors.
Chapter 13 - Taxes, Finance and Audit
Article 36
The joint venture company shall pay taxes in accordance with the stipulations of
Chinese laws and relevant regulations.
Article 37
Staff members and workers of the joint venture company shall pay personal income
tax according to the "Individual Income Tax Law of the People's Republic of
China."
Article 38
Allocations for reserve funds, expansion funds of the joint venture company and
welfare funds and bonuses for staff and workers shall be set aside in accordance
with the stipulations in the "Law of the People's Republic of China on Joint
Ventures Using Chinese and Foreign Investment." The annual proportion of
allocations shall be decided by the Board of Directors according to the business
situations of the joint venture company.
Article 39
The first fiscal year of the joint venture shall start from the day of its
establishment and end on Dec. 31 of the same year. In later years, the fiscal
year shall be from January 1 to December
31. All vouchers, receipts, statistical statements and reports, account books
shall be written in Chinese.
Article 40
Financial Auditing of the Joint Venture Company shall be conducted by an auditor
registered in China and reports shall be submitted to the Board of Directors and
the CEO. If Party B or Party C deem it necessary to hire an auditor to examine
the annual financial situation, Party A should agree. The expenses should be
paid by Party B or Party C.
Article 41
In the first three months of each fiscal year, the general manager shall prepare
the previous year's balance sheet, profit and loss statement and proposal
regarding the disposal of profits, and submit them to the Board of Directors for
examination and approval.
Chapter 14 - Duration of the Joint Venture
Article 42
The duration of the Joint Venture Company is twenty years. The establishment of
the joint venture company shall start from the date on which the business
license of the joint venture company is issued.
An application for the extension of the duration, proposed by one party and
unanimously approved by the board of directors, shall be submitted to the
Ministry of Foreign Economic Relations and Trade six months prior to the
expiration date of the joint venture.
Chapter 15 - Disposal of Assets After the Expiration of the
Duration
Article 43
Upon the expiration of the duration or termination before the date of expiration
of the joint venture, liquidation shall be carried out according to the relevant
law. The liquidated assets shall be distributed in accordance with the
proportion of investment contributed by Party A, Party B and Party C.
Chapter 16 - Insurance
Article 44
Insurance policies of the joint venture company on various kinds of risks shall
be underwritten with the Chinese People's
Insurance Company. The types, the value and duration of these insurance shall be
decided by the board of directors in accordance with the stipulations of the
People's Insurance Company of China.
Chapter 17 - Amendment, Alteration and Discharge of the Contract
Article 45
The amendment of the contract or other appendices shall come into force only
after a written agreement signed by Party A, Party B and Party C, approved by
the original authority of approval.
Article 46
In case of inability to fulfill the contract or to continue operation due to
heavy losses in successive years as a result of force majeure, the duration of
the joint venture and the contract shall be terminated before the time of
expiration after unanimously agreed upon by the board of directors and approved
by the original authority of approval.
Article 47
Should the joint venture company be unable to continue its operations or achieve
the business purpose stipulated in the contract due to the fact that one of the
contracting parties fails to fulfill the obligations prescribed by the contract
and articles of association, or seriously violates the stipulations of the
contract and articles of association, that party shall be deemed as unilaterally
terminating the contract. The other parties shall have the right to terminate
the contract in accordance with the provisions of the contract after approval by
the original examination and approval authority as well as to claim damages. In
case Party A, Party B and Party C of the joint venture company agree to continue
the operation, the party who fails to fulfill the obligations shall be liable to
the economic losses thus caused to the joint venture company.
Chapter 18 - Liabilities for Breach of Contract
Article 48
Should either Party A, Party B or Party C fail to pay on schedule the
contributions in accordance with the provisions defined in Chapter 5 of this
contract, the breaching party shall pay to the other parties 2% of the
contribution starting from the first month after exceeding the time limit.
Should the breaching party fail to pay after three months, 6% of the
contribution shall be paid to the other parties, which shall have the right to
terminate the contract and to claim damages to the breaching party in accordance
with the stipulations in article 47 of the
contract.
Article 49
Should all or part of the contract and its appendices be unable to be fulfilled
owing to the fault of one party, the breaching party or parties shall bear the
responsibilities thus caused. Should it be the fault of all three parties, they
shall bear their respective responsibilities according to actual situations.
Article 50
In order to assure the execution of this agreement and its attachment, Parties
A, B, and C should all provide guarantee notes from the bank.
Chapter 19 - Force Majeure
Article 51
Should either of the parties to the contract be prevented from executing the
contract by force majeure, such as earthquake, typhoon, flood, fire, war or
other unforeseen events, and their happening and consequences are inevitable and
unavoidable, the affected party shall notify the other parties by cable without
delay, and within 15 days thereafter provide the detailed information of the
events and a valid document for evidence issued by the relevant public notary
organization for explaining of the reason of its inability to execute or delay
the execution of all or part of the contract. All parties shall, through
consultation, decide whether to terminate the contract or to exempt the party of
obligations for implementation of the contract or whether to delay the execution
of the contract according to the effects of the events on the performance of the
contract.
Chapter 20 - Applicable Law
Article 52
The formation of this contract, its validity, interpretation, execution shall be
governed by the related laws of the People's Republic of China.
Chapter 21 - Settlement of Dispute
Article 53
Any disputes arising from the execution of, or in connection with the contract
shall be settled through friendly consultations between all three parties. In
case no settlement can be reached through consultations, the disputes shall be
submitted to the
Foreign Economic and Trade Arbitration Commission of the China Council for the
Promotion of International Trade for arbitration in accordance with its rules of
procedures. The arbitrary award is final and binding upon all three parties.
Article 54
During the arbitration, the contract shall be executed in continuance by all
parties except for matters in dispute.
Chapter 22 - Language
Article 55
The contract shall be written in Chinese.
Chapter 23 - Effectiveness of the Contract Etc.
Article 56
This Contract and its appendixes are to be ratified by the Ministry of Foreign
Economic Relations and Trade (or institute entrusted by it), and shall come into
force from the day of ratification.
Article 57
Should notices in connection with any party's rights and obligations be sent by
either Party A, Party B or Party C by telegram or telex, etc., the written
letter notices shall also be required afterwards. The legal addresses of Party
A, Party B and Party C listed in this contract shall be the mailing addresses.
Article 58
The contract is signed in Beijing, China by the authorized representatives of
all three parties on August 29, 1998.
Xianyang Pianzhuan Development Co., Ltd. Representative:
Asia Electronics Holding Co. Representative:
Daewoo Electronic Components Co., Ltd. Representative:
August 29, 1997
