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Title: |
Joint Venture Agreement |
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Date: |
2000 |
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Preview shows 6KB of 36KB total |
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$39 |
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ID: |
#290637 |
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JOINT VENTURE AGREEMENT
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between
Hoelter Technologies Holding AG
23548 Calabasas Road, Suite 203
Calabasas, CA 91302
United States of America
(Tel.: 001-818-224.2145)
(Fax: 001-818-224.2145)
- hereinafter referred to as "HTH" -
represented by Prof. Dr. Dr. Heinrich Holter, Chairman of the Board
and
Fushun Coal Mining Bureau
No. 25, Zhongyang Street, Xinfu District
113008 Fushun, Liaoning Province,
People's Republic of China
(Tel.: 0086-413-253.8888)
(Fax: 0086-413-253.2267)
- hereinafter referred to as the "FCMB" -
represented by Mr. Wang Zhan Zhou, Director of the FCMB
- FCMB and HTH hereinafter collectively referred to as the "Partners" -
1
{PAGE}
Preamble
To improve commercial viability at the FCMB's Laohutai Colliery by producing
additional coking coal from slurry and to reduce the impact upon the
environment, the Joint Venture Company to be established by FCMB and HTH
(hereinafter referred to as the JV) intends to erect and operate a coal slurry
preparation plant (hereinafter referred to as the CSPP).
Heinrich Holter GmbH (Holter) of Gladbeck, Germany, an affiliate of HTH,
possesses the know-how and technology needed to erect and operate such a
preparation plant.
The Partners subscribe to the principle of equality and mutual benefit and by
way of amicable negotiations have agreed to establish a Joint Venture Company
pursuant to the "Law of the People's Republic of China on Joint Undertakings
with Sino-Foreign Participation" and other applicable Chinese laws and
regulations.
Article 1 Purpose
The purpose pursued by the JV Partners conforms to their desire:
o to promote economic cooperation and technology transfer;
o to increase the commercial strength of both Partners;
o to promote environmental protection;
o to create jobs.
All activities of the JV are subject to the laws, orders, and other applicable
statutory provisions and regulations of the People's Republic of China.
On approval and registration by the competent Chinese authority the JV shall
enjoy the status of a juristic person under Chinese law and be entitled to the
protection and benefits offered by the applicable Chinese laws and regulations.
The company of the JV is a limited liability company.
This means that in settling the debts of the JV the creditors of the JV shall
have recourse only to the assets of the Joint Venture Company.
2
{PAGE}
Each JV Partner shall be liable to the JV only in the amount of the capital
subscribed. The profits, risks, and losses of the JV shall be distributed in
accordance with each Partner's contribution to the registered capital. However,
no Partner shall in any case assume liability for the debts or obligations of
the other.
With respect to the debts or obligations of the JV the Partners shall be liable
only in the amount of their subscribed, but as yet unpaid capital contributions.
Article 2 Name of the JV
The JV has the Chinese name:
"Fushun-Holter Jingmei Youxian Zeren Gongsi"
The name of the JV in German is:
"Fushun-Holter Kohlenaufbereitungs-Gesellschaft mit beschrankter Haftung"
The official address of the JV is:
No. 19, Huwan Street, Dongzhou District
Fushun, Liaoning Province, People's Republic of China
Zip code 113003.
Article 3 - Nominal Capital of the JV, Percentage of Participation
The nominal capital of the JV equals 50% of the total investment and amounts to:
30 200 000 yuan
(conversion into USD effected on the basis of the
official exchange rate in China on 8 September 2000)
The nominal capital shall be paid in cash by the shareholders (in yuan by FCMB
and in USD by HTH) in the amount of their JV stake.
In accordance with their stakes in the JV, FCMB shall subscribe 49% and HTH 51 %
of the nominal capital.
3
{PAGE}
The nominal capital of the JV Company shall be paid by the Parties according to
their share of the registered capital onto an account held by the JV within 30
days of the JV being approved by the competent Chinese local authority.
All USD amounts referred to in this Agreement shall be converted into yuan on
the basis of the yuan-USD exchange rate published by the State Foreign Exchange
Control Authority of the People's Republic of China as of the date hereunder.
Article 4 Term of the JV
The term of the JV shall be 7-1/2 years, commencing on the date the plant enters
into full production. On completion of the term the JV shall be dissolved in
accordance with the terms set forth in the Bylaws.
If, on completion of the term of the JV, both Partners are desirous of
continuing the JV, the Partners in the joint undertaking shall without delay
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