영문 합작투자계약서

JOINT VENTURE CONTRACT

 

 

 

  THIS CONTRACT, made and entered into this 27th day January, 1972 between all shareholders of KOREA COMPANY, LIMITED represented by shareholder (hereinafter called "KOREA GROUP), KOREA COMPANY, LTD. organized and existing under the laws of the Republic of Korea, and having its registered office at Seoul, Korea, JAPAN COMPANY, LIMITED, organized and existing under the laws of Japan, and having its registered office at Tokyo, Japan(hereinafter called "JAPAN") and U.S. INC., organized and existing under the laws of the State of

Ohio, the United States of America, and having is registered office at Ohio, U.S.A.(hereinafter called "U.S.").

WITNESSETH:

 

  WHEREAS, U.S. and JAPAN have been engaged for many years in the manufacture and sale of electronic parts, and U.S. has acquired considerable proprietary technical know-how and patents related thereto:

  WHEREAS, KOREA COMPANY, LIMITED(hereinafter called "KOREA CO.") has been incorporated for the purpose of manufacture and sale of electronic parts in the Republic of Korea:

  WHEREAS, KOREA GROUP desires to introduce into KOREA CO. a mass production system and to manufacture higher quality of electronic parts;

  WHEREAS, to attain this desire, KOREA GROUP intends to perform a joint venture through KOREA CO. in the Republic of Korea in conjunction with JAPAN and U.S.: and

  WHEREAS, U.S. and JAPAN desire to perform a joint venture do described above and intend to subscribe to new shares to be issued by KOREA CO. in accordance with the terms of this Contract, and as the second step to grant KOREA CO. the licens to make, use and sell in the Republic of Korea and to export to Japan and other countries the parts utilizing U.S. technology in accordance with the terms of the Technical Assistance Contract separately entered into on the date hereof;

  NOW, THEREFORE, in consideration of mutual covernants herein contained, the parties hereto agree as follows:

1. KOREA GROUP agrees to cause KOREA CO.  to increase its capital and U.S. JAPAN and KOREA GROUP agree to subscribe to new shares to be issued by KOREA CO. in accordance with the terms and conditions as set forth hereunder.

2. Mame of Firm:

The joint venture shall continuously use KOREA COMPANY LIMITED as its name and have its principal office and plant in Seoul/Inchon Area, Korea.

3. KOREA CO. shall have as its purpose the manufacture and sale of electronic parts as may be from time to time agreed to between the parties hereto, and all commercial activities related thereto.

4. Capital and Shares:

4.01. The parties hereto agree that KOREA GROUP shall cause KOREA CO. to increase its authorized capital in the amount of Won 10,000,000 as of January 27, 1974 to Won 444,000,000 and to increase its paid-in capital in the amount of Won 5,000,000 as of January 1974 to Won 222,000,000.

4.02. The common shares of KOREA CO. shall have a par value of Won 500 each

4.03. All existing shares and new shares issued hereunder shall accord the same legal rights   and obligations to their respective shareholders.

5. Ration and Manner of Investment:

5.01. The respective shareholdings to be subscribed to by the parties hereto in the joint venture shall be:

KOREA GROUP―50%―Won 111,000,000(Less Won 5,000,000 already contributed)

JAPAN         ―25%―The U.S. Dollar equivalent of Won 55,500,000

U.S.            ―25%―The U.S. Dollar equivalent of Won 55,500,000

5.02. KOREA GROUP shall pay the amount indicated above on the date of subscription in cash. JAPAN and U.S. shall pay the amount in U.S. Dollars equivalent to Won indicated above at the current exchange rate on the date of subscription or in kind or combination thereof.

5.03. The KOREA GROUP. JAPAN and U.S. shall at all times during the term of this Contract have preemptive rights to subscribe to any future issues of new shares in proportion to their respective shareholdings provided that no additional shares shall be issued unless and until U.S. and JAPAN shall receive any necessary guarantees of the right under the Republic of Korea law to remit dividends and repatriate capital relative to such shares in United States currency.

6. Undertakings by the Parties Hereto:

6.01. Korea GROUP shall be responsible for causing the Articles of Incorporation of KOREA Co., to be amended in conformance with the draft attached hereto as Exhibit A within 30 days after the effective date of this Agreement.

6.02. The parties hereto agree the KOREA Co., shall be responsible for submission of application to the government of the Republic of Korea for approval of this Contract and the Technical Assistance Contract on behalf of JAPAN and U.S.

6.03. After obtaining the approval referred to in paragraph 6.02 above, JAPAN shall apply to the japanese government for approval of this Contract and the Technical Assistance Contract on behalf of KOREA Co., and U.S.

6.04 Within thirty (30) calendar days after obtaining the requisits approvals referred to in paragraph 6.02 and 6.03 above, the parties hereto shall subscribe in full for the new KOREA Co., shares to be issues in accordance with Clause 5 above.

6.05. All costs involved in the establishment of the joint venture through KOREA CO. shall be for the account of KOREA CO.  as shall be agreed to between the parties.

6.06. Upon completion of the capital increase, the company will become an active operating company, and shall acquire within a reasonable time such manufacturing facilities, machinery and equipment necessary to effectively carry out the manufacture and sale of electronic parts.

7. Directors and Auditors:

7.01. KOREA CO. shall have eight (8) Directors and two (2) Auditors who shall be nominated

by the parties as follows: KOREA GROUP: Four (4) Directors and on (1) Auditor JAPAN AND U.S.: Two (2) Directors each and one (1) Auditor

7.02. The Directors shall elect a President and a Vice President from among the Directors. The President and the Vice President shall be the Represenataive Directors of KOREA CO.  KOREA GROUP shall nominate the President and JAPAN AND U.S. shall jointly nominate the Vice President and the Parties hereto agree to vote elect those so nominated.

8. Board of Directors:

8.01. The meeting of the Board of Directors shall require the presence of at least five (5) of the incumbent Directors. including at least one Director representing each of the parties. The resolution of the meeting of the Board of Directors shall be by majority of all incumbent Directors.

8.02. The following matters shall require a resolution of the Board of Directors, that

(a) The acquisition, the sale and the encumbrance of any real estate rights where the transaction exceeds $10,000 U.S. in value(or Won amount equivalent to such dollar amount at the current exchange rate).

(b) The establishment of bank credit lines and the assumption of guaranties.

(c) Capital expenditures in excess of $10,000 U.S.(or Won amount equivalent to such dollar amount at the current exchange rate) for any individual capital project and/or the appointment of third parties to perform services, or from whom the company will buy goods and materials in connection with such capital projects.

(d) The acquisition, other than from an employee, of any patent, patent application, utility model, trademark, secret formulae, trade secret: know-how or similar rights, the disposal of the same, and to acquisition or granting of licenses or sublicenses.

(e) Initiation of production of any new product line with forecasted monthly sales in excess of U.S. $10,000(or Won amount equivalent to such dollar amount at the current exchange rate) not covered by the License and Technical Assistance Agreement between KOREA CO. JAPAN and U.S.

(f) The pledging of receivables or inventories.

(g) The discontinuance of the manufacture of any produce line with a monthly sales volume in excess of U.S. $10,000(or Won amount equivalent to such dollar amount at the current exchange rate).

(h) Appointment of third parties for the manufacture of any item exceeding U.S. $10,000(or Won amount equivalent to such dollar amount at the current exchange rate) per month in cost to KOREA CO.

(i) Institution or defense of any litigation.

(j) Agreements for out-of-court settlements of litigation or settlements of tax controversies where the amount involved is in excess of U.S. $5,000(or Won amount equivalent to such dollar amount at the current exchange rate).

(k) The conclusion of agreements with firms in which directors or shareholders may have a direct or indirect interest.

(l) Appointment or termination of major dealers, distributors or other sales representatives.

(m) The employment of personnel at annual salaries in excess of Won 2,000,000 annually.

9. Shareholders Meetings:

9.01. The consent of the shareholders representing at least eighty percent (80%) of all shares of KOREA CO. shall be required for any of the following actions:

(a) the acquisition and disposal of participation in another enterprise or the establishment or dissolution of branches.

(b) The sale of the company in part or as a whole.

(c) Fixing bonuses of directors and auditors.

(d) Adoption or amendment of Articles of Incorporation.

(e) The adoption of regulations of the Board of Directors and amendments thereto.

(f) Any other matters excepting those specifically otherwise dealt with herein which by law require approval of a two-thirds majority of a quorum of shareholders representing a majority of issued shares.

9.02. The consent of the shareholders representing at least two-thirds at all shares of KOREA CO. shall be required to authorize the issuance of new shares of KOREA CO.

10. Direction and Control:

The Board of Directors of KOREA CO. as constitued from time to time shall be responsible for the establishment of policy and over all control and supervision of the business of KOREA CO. in accordance with the terms of this Contract,  the Technical Assistance Contract, the Articles of Incorporation and the Regulations of the Board of Directors of KOREA CO. existing from time to time.

11. Restriction on Transfer of Shares:

No party shall transfer or in any way charge or mortgage its shares which each owns or shall own from time to time in KOREA CO. to a third party, provided that if any shareholder wishes to transfer the whole or part of his shareholding, he shall deliver to KOREA CO. (a) a written offer obtained from a prospective purchaser ("the Offer") to purchase such shares for cash at a stated price; (b) a signed bank statement certifying that the prospective purchaser will have sufficient funds to purchase the said shares; (c) an offer ("the seller's offer") to sell said shares to the existing shareholders and/or their nominees in proportion to their shareholdings; and (d) the certificates representing such shares, duly endorsed in blank for transfer KOREA CO. shall promptly give notice in writing of the seller's offer to the existing shareholders ("offerees"). The offerees shall have the right to give notice in writing to KOREA CO. within ninety (90) days after receipt of the seller's offer to their willingness to buy the shares so offered. To the extent any offerees do not so elect to purchase the shares offered by the seller, the remaining offerees shall be entitled to make such election in substitution. To the extent the offerees do not so elect to purchase, the seller shall be free to sell all remaining shares covered by the offer in strict accordance with its original terms and within one hundred eighty (180) days after termination of such a forementioned ninety (90) days period.  To the extend offerees do elect to purchase such shares as about provided, KOREA CO. shall promptly give written notice to offerees of the number of shares they are to buy and certificates representing the offered shares shall be delivered to offerees upon their payment to the seller of the purchase price, which payment shall be made within thirty-five (35) days after receipt of the notice from KOREA CO. of the number of shares offerees are to buy. KOREA CO. shall not be obligated to issue any fractional shares in connection with purchases pursuant to this Article, but may for the purpose of avoiding fractions assign to the account of any offeree, and said offeree shall purchase, not in excess of one full share more or less than it otherwise would have been entitled and required to purchase.

12. Account and Inspection:

KOREA CO. shall keep fully and accurate accounting records or its operation in accordance with the best accounting practices as applied in the Republic of Korea. Each party shall be entitled at all times to inspect the books of account of KOREA CO. by its only authorized representative. Financial statements of KOREA CO. shall be addited within forty (40) days of the close of the financial year by an independent certified public accountant of international reputation appointed jointly by the parties.

13. Financing:

Any further finance required by KOREA CO. shall be provided through development loans and export finance to the extent feasible, or in such other manner as the directors of KOREA CO. shall determine.

14. Marketing of Products:

JAPAN shall serve as sales representative on a commission basis for the sale to Japan and Asian countries, except the ROK, of all valve products manufactured by KOREA CO. and U.S. International S.A. shall serve as such representative for the sale of such products to the countries of Europe, Middle East, Latin America and Australia. The sales commissions shall be paid as agreed to between the parties.

15. Technical Assistance:

In accordance with the terms and conditions specified in the Technical Assistance Contract separately exccuted on the date hereof, U.S. and JAPAN shall provide KOREA CO. with all technological information and assistance necessary to enable SHIN HAN to manufacture electronic parts as may be subsequently agree upon.

16. Cooperation and Secrecy:

Each party shall work together and shall use its best endevours to promote and extent the business and success of KOREA CO. All information of whatever nature relating to electronic parts or the business or interests of KOREA CO. shall be confidential and KOREA CO. and the parties hereto shall not disclose the same to any other person. firm or company in Korea, so that such information shall be utilized solely for the benefit of the business of KOREA CO.

17. Any dispute arising in connection with this Contract shall be finally settled by the Rules of Concilication and Arbitrtaion of the International 'Chamber of Commerce by three arbitrators appointed in accordance with the rules, and the costs so incurred shall be divided equally between the parties to the dispute.

18. It is understood and agreed between the parties that this Contract sets forth the entire understanding of the parties and that no modification of the terms and provisions hereof shall be effective or birding upon the parties hereto unless set forth in a written instrument duly executed by authorized representatives of the respective parties.

19. This Contract shall be governed by and be construed in accordance with the laws of the Republic of Korea and is made in the English, Japanese and Korean Languages. In the event of conflict between the three languages, the English language text shall prevail.

20. This Contract shall be null and void in the event that within twelve (12) months of date of the purpose of avoiding fractions assign to the account of any offeree, and said offeree shall purchase, not in excess of one full share more or less than it otherwise would have been entitled and required to purchase.

12. Account and Inspection:

KOREA CO. shall keep fully and accurate accounting records or its operation in accordance with the best accounting practices as applied in the Republic of Korea. Each party shall be entitled at all times to inspect the books of account of KOREA CO. by its only authorized representative. Financial statements of KOREA CO. shall be addited within forty (40) days of the close of the financial year by an independent certified public accountant of international reputation appointed jointly by the parties.

13. Financing:

Any further finance required by KOREA CO. shall be provided through development loans and export finance to the extent feasible, or in such other manner as the directors of KOREA CO. shall determine.

14. Marketing of Products:

JAPAN shall serve as sales representative on a commission basis for the sale to Japan and Asian countries, except the ROK, of all valve products manufactured by KOREA CO. and U.S. International S.A. shall serve as such representative for the sale of such products to the countries of Europe, Middle East, Latin America and Australia. The sales commissions shall be paid as agreed to between the parties.

15. Technical Assistance:

In accordance with the terms and conditions specified in the Technical Assistance Contract separately exccuted on the date hereof, U.S. and JAPAN shall provide KOREA CO. with all technological information and assistance necessary to enable SHIN HAN to manufacture electronic parts as may be subsequently agree upon.

16. Cooperation and Secrecy:

Each party shall work together and shall use its best endevours to promote and extent the business and success of KOREA CO. All information of whatever nature relating to electronic parts or the business or interests of KOREA CO. shall be confidential and KOREA CO. and the parties hereto shall not disclose the same to any other person. firm or company in Korea, so that such information shall be utilized solely for the benefit of the business of KOREA CO.

17. Any dispute arising in connection with this Contract shall be finally settled by the Rules of Concilication and Arbitrtaion of the International 'Chamber of Commerce by three arbitrators appointed in accordance with the rules, and the costs so incurred shall be divided equally between the parties to the dispute.

18. It is understood and agreed between the parties that this Contract sets forth the entire understanding of the parties and that no modification of the terms and provisions hereof shall be effective or birding upon the parties hereto unless set forth in a written instrument duly executed by authorized representatives of the respective parties.

19. This Contract shall be governed by and be construed in accordance with the laws of the Republic of Korea and is made in the English, Japanese and Korean Languages. In the event of conflict between the three languages, the English language text shall prevail.

20. This Contract shall be null and void in the event that within twelve (12) months of date of

 

 

 

 

 

 

Signed by

For and on behalf of

JAPAN CO., LTD.

in the presence of:                                                              

                                                                    President

                      

 

  Signed by

  For and on behalf of

  U.S. Jnc.

  in the presence of:                                                                

                                                                    President

                      

                                             SHIN HAN KOLVE INDUSTRAL CO., LTD